State of Delaware
|
333-266303-01
|
88-6635680
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
35555 W. Twelve Mile Road, Suite 100
Farmington Hills, Michigan
|
48331
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Not Applicable
|
(Former name or former address, if changed since last report.)
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
Not applicable
|
Not applicable
|
Not applicable
|
Item 1.01. |
Entry into a Material Definitive Agreement.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Indenture, dated as of November 1, 2022, between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).
|
||
Amended and Restated Trust Agreement, dated as of November 1, 2022, between Mercedes-Benz Retail Receivables and Wilmington Trust, National Association, as owner trustee.
|
||
Sale and Servicing Agreement, dated as of November 1, 2022, among the Issuer, Mercedes-Benz Retail Receivables and Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as seller (in such capacity, the “Seller”) and servicer (in such
capacity, the “Servicer”).
|
||
Receivables Purchase Agreement, dated as of November 1, 2022, between the Seller and Mercedes-Benz Retail Receivables, as purchaser.
|
||
Asset Representations Review Agreement, dated as of November 1, 2022, among the Issuer, MBFS USA, as administrator (the “Administrator”), the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer.
|
||
Administration Agreement, dated as of November 1, 2022, among the Issuer, the Administrator, Mercedes-Benz Retail Receivables and the Indenture Trustee.
|
MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor
|
||||
By:
|
/s/ Steven C. Poling
|
|||
Steven C. Poling
|
||||
Assistant Secretary
|
||||
Date: November 22, 2022
|
TIA
Section
|
Indenture Section
|
|
310
|
(a)(1)
|
6.11
|
(a)(2)
|
6.11
|
|
(a)(3)
|
6.10; 6.11
|
|
(a)(4)
|
N.A.**
|
|
(a)(5)
|
6.11
|
|
(b)
|
6.08; 6.11
|
|
311
|
(a)
|
6.12
|
(b)
|
6.12
|
|
312
|
(a)
|
7.01
|
(b)
|
7.01
|
|
(c)
|
7.01
|
|
313
|
(a)
|
7.04
|
(b)(1)
|
7.04
|
|
(b)(2)
|
7.04
|
|
(c)
|
7.04; 11.05
|
|
(d)
|
7.04
|
|
314
|
(a)
|
3.09; 7.03
|
(b)
|
3.06; 11.16
|
|
(c)(1)
|
11.01
|
|
(c)(2)
|
11.01
|
|
(c)(3)
|
11.01
|
|
(d)
|
11.01
|
|
(e)
|
11.01
|
|
(f)
|
11.01
|
|
315
|
(a)
|
6.01
|
(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.
|
|
317
|
(a)(1)
|
5.03
|
(a)(2)
|
5.03
|
|
(b)
|
3.03
|
|
318
|
(a)
|
11.07
|
* |
This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.
|
**
|
N.A. means Not Applicable.
|
Page
|
|
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
|
2
|
Section 1.01. Capitalized Terms; Rules of Usage
|
2
|
Section 1.02. Incorporation by Reference of Trust Indenture Act
|
2
|
ARTICLE TWO THE NOTES
|
3
|
Section 2.01. Form.
|
3
|
Section 2.02. Execution, Authentication and Delivery.
|
3
|
Section 2.03. Temporary Notes.
|
4
|
Section 2.04. Tax Treatment
|
4
|
Section 2.05. Registration; Registration of Transfer and Exchange.
|
4
|
Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.
|
6
|
Section 2.07. Persons Deemed Owner
|
7
|
Section 2.08. Payment of Principal and Interest.
|
8
|
Section 2.09. Cancellation
|
11
|
Section 2.10. Book-Entry Notes
|
12
|
Section 2.11. Notices to Clearing Agency
|
12
|
Section 2.12. Definitive Notes
|
12
|
Section 2.13. Release of Collateral
|
13
|
Section 2.14. FATCA
|
13
|
Section 2.15. Authenticating Agents
|
13
|
ARTICLE THREE COVENANTS
|
15
|
Section 3.01. Payment of Principal and Interest
|
15
|
Section 3.02. Maintenance of Office or Agency
|
15
|
Section 3.03. Money for Payments to be Held in Trust
|
15
|
Section 3.04. Existence
|
16
|
Section 3.05. Protection of Trust Estate
|
17
|
Section 3.06. Opinions as to Trust Estate.
|
17
|
Section 3.07. Performance of Obligations; Servicing of Receivables.
|
18
|
Section 3.08. Negative Covenants
|
19
|
Section 3.09. Annual Statement as to Compliance
|
20
|
Section 3.10. Issuer May Consolidate Etc., Only on Certain Terms.
|
20
|
Section 3.11. Successor or Transferee.
|
22
|
Section 3.12. Servicer’s Obligations
|
22
|
Section 3.13. Guarantees, Loans, Advances and Other Liabilities
|
22
|
Section 3.14. Capital Expenditures
|
23
|
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
|
24
|
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
|
27
|
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.
|
28
|
Section 5.04. Remedies.
|
30
|
Section 5.05. Optional Preservation of the Trust Estate
|
31
|
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
|
32
|
Section 5.09. Rights and Remedies Cumulative
|
33
|
Section 5.10. Delay or Omission Not a Waiver
|
33
|
Section 5.11. Control by Noteholders
|
33
|
Section 5.12. Waiver of Past Defaults
|
33
|
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.
|
34
|
Section 5.17. Sale of Trust Estate.
|
35
|
ARTICLE SIX THE INDENTURE TRUSTEE
|
36
|
Section 6.01. Duties of Indenture Trustee.
|
36
|
Section 6.02. Rights of Indenture Trustee.
|
37
|
Section 6.03. Individual Rights of Indenture Trustee
|
39
|
Section 6.04. Indenture Trustee’s Disclaimer
|
39
|
Section 6.05. Notice of Defaults; Notice of Repurchase Requests
|
39
|
Section 6.06. Reports and Documents by Indenture Trustee to Noteholders
|
40
|
Section 6.07. Compensation and Indemnity.
|
40
|
Section 6.08. Replacement of Indenture Trustee.
|
41
|
Section 6.09. Successor Indenture Trustee by Merger.
|
42
|
Section 6.10. Appointment of Co-Trustee or Separate Trustee.
|
43
|
Section 6.11. Eligibility; Disqualification
|
44
|
Section 6.12. Preferential Collection of Claims Against Issuer
|
44
|
Section 6.13. Representations and Warranties of Indenture Trustee
|
44
|
Section 6.14. Furnishing of Monthly Investor Reports and Other Documents
|
45
|
Section 6.15. Encryption
|
45
|
ARTICLE SEVEN NOTEHOLDER COMMUNICATIONS AND REPORTS
|
46
|
Section 7.01. Noteholder List and Noteholder Communications
|
46
|
Section 7.02. Noteholder Demand for Asset Representations Review
|
47
|
Section 7.03. Reports by Issuer.
|
48
|
Section 7.04. Reports by Indenture Trustee.
|
48
|
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES
|
50
|
Section 8.01. Collection of Money
|
50
|
Section 8.02. Accounts.
|
50
|
Section 8.03. General Provisions Regarding Accounts.
|
51
|
Section 8.04. Release of Trust Estate.
|
52
|
Section 8.05. Opinion of Counsel
|
52
|
ARTICLE NINE SUPPLEMENTAL INDENTURES
|
53
|
Section 9.01. Supplemental Indentures Without Consent of Noteholders.
|
53
|
Section 9.02. Supplemental Indentures with Consent of Noteholders
|
54
|
Section 9.03. Execution of Supplemental Indentures
|
56
|
Section 9.04. Effect of Supplemental Indenture
|
56
|
Section 9.05. Conformity with Trust Indenture Act
|
56
|
Section 9.06. Reference in Notes to Supplemental Indentures
|
56
|
ARTICLE TEN REDEMPTION OF NOTES
|
57
|
Section 10.01. Redemption
|
57
|
Section 10.02. Form of Redemption Notice
|
57
|
Section 10.03. Notes Payable on Redemption Date
|
58
|
ARTICLE ELEVEN MISCELLANEOUS
|
59
|
Section 11.01. Compliance Certificates and Opinions, Etc.
|
59
|
Section 11.02. Form of Documents Delivered to Indenture Trustee.
|
60
|
Section 11.03. Acts of Noteholders.
|
61
|
Section 11.04. Notices, etc., to Indenture Trustee, Issuer, Depositor and Rating Agencies
|
62
|
Section 11.05. Notices to Noteholders; Waiver
|
62
|
Section 11.06. Alternate Payment and Notice Provisions
|
63
|
Section 11.07. Conflict with Trust Indenture Act
|
63
|
Section 11.08. Effect of Headings and Table of Contents
|
63
|
Section 11.09. Successors and Assigns
|
63
|
Section 11.10. Severability
|
63
|
Section 11.11. Benefits of Indenture; Third Party Beneficiaries
|
63
|
Section 11.12. Legal Holidays
|
63
|
Section 11.13. GOVERNING LAW
|
64
|
Section 11.14. WAIVER OF JURY TRIAL
|
64
|
Section 11.15. Counterparts
|
64
|
Section 11.16. Recording of Indenture
|
64
|
Section 11.17. Trust Obligation
|
64
|
Section 11.18. No Petition
|
65
|
Section 11.19. No Recourse
|
65
|
Section 11.20. Inspection
|
66
|
Section 11.21. Subordination Agreement
|
66
|
Section 11.22. Security Interest Matters
|
66
|
Section 11.23. Electronic Signatures
|
67
|
Exhibit A – Form of Notes
|
A-1
|
Exhibit B – Form of Repurchase Request Notice
|
B-1
|
MERCEDES-BENZ AUTO RECEIVABLES TRUST 2022-1,
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
|
not in its individual capacity but solely as Owner Trustee
|
||
By:
|
/s/ Andrew M. Cooper
|
|
Name: Andrew M. Cooper
|
||
Title: Vice President
|
||
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as Indenture Trustee
|
||
By:
|
/s/ Juan S. Hernandez
|
|
Name: Juan S. Hernandez
|
||
Title: Assistant Vice President
|
Accepted and acknowledged by:
|
||
Name:
|
Juan S. Hernandez | |
Title:
|
Assistant Vice President |
REGISTERED
|
$
|
|
No. R-_________
|
CUSIP NO.
|
|
ISIN NO.
|
Date: November __, 2022
|
MERCEDES-BENZ AUTO RECEIVABLES TRUST 2022-1
|
||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as Owner Trustee under the Trust Agreement
|
|||
By:
|
|
||
Authorized Signatory
|
Date: November __, 2022
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
|
||
not in its individual capacity but solely as Indenture Trustee
|
|||
|
|||
By:
|
|||
Authorized Signatory
|
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 require-ments of the Note Registrar.
|
Transaction
|
Loan
|
Activity During Period1
|
|||
Date of Reputed
Demand
|
Party Making Reputed
Demand
|
Date of Withdrawal of
Reputed Demand
|
|||
MBART 2022-1
|
|||||
AMENDED AND RESTATED
TRUST AGREEMENT
Dated as of November 1, 2022
|
Page
|
||
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 Trust Property
|
3
|
Section 2.06.
|
Declaration of Trust
|
3
|
Section 2.07.
|
Liability of Certificateholders
|
4
|
Section 2.08.
|
Title to Trust Property
|
4
|
Section 2.09.
|
Situs of Issuer
|
4
|
Section 2.10.
|
Representations and Warranties of the Depositor
|
4
|
Section 2.11.
|
Tax Matters
|
6 |
ARTICLE THREE
|
||
CERTIFICATES AND TRANSFER OF INTERESTS
|
||
Section 3.01.
|
Initial Ownership
|
7
|
Section 3.02.
|
The Certificates
|
7
|
Section 3.03.
|
Authentication and Delivery of Certificates
|
8
|
Section 3.04.
|
Registration, Transfer and Exchange of Certificates.
|
8
|
Section 3.05.
|
Mutilated, Destroyed, Lost or Stolen Certificates.
|
10
|
Section 3.06.
|
Persons Deemed Certificateholders
|
10
|
Section 3.07.
|
Access to List of Certificateholders’ Names and Addresses
|
11
|
Section 3.08.
|
Maintenance of Office or Agency
|
11
|
Section 3.09.
|
No Legal Title to Trust Property in Certificateholders
|
11
|
Section 3.10.
|
No Recourse
|
11
|
Section 3.11.
|
Appointment of Paying Agent
|
12
|
Section 3.12.
|
Certificates Nonassessable and Fully Paid
|
12
|
ARTICLE FOUR
|
||
ACTIONS BY OWNER TRUSTEE
|
||
Section 4.01.
|
Prior Notice to Certificateholders with Respect to Certain Matters
|
13
|
Page
|
||
Section 4.02.
|
Action by Certificateholders with Respect to Certain Matters
|
13
|
Section 4.03.
|
Action by Certificateholders with Respect to Bankruptcy
|
13
|
Section 4.04.
|
Restrictions on Certificateholders’ Power
|
14
|
Section 4.05.
|
Majority Control
|
14
|
Section 4.06.
|
Certain Litigation Matters
|
14
|
ARTICLE FIVE
|
||
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
|
||
Section 5.01.
|
Application of Trust Funds
|
15
|
Section 5.02.
|
Method of Payment
|
16
|
Section 5.03.
|
No Segregation of Monies; No Interest
|
16
|
Section 5.04.
|
Accounting and Reports to Certificateholders, the IRS and Others
|
16
|
Section 5.05.
|
Signature on Returns; Partnership Representative
|
17
|
ARTICLE SIX
|
||
AUTHORITY AND DUTIES OF OWNER TRUSTEE
|
||
Section 6.01.
|
General Authority
|
18
|
Section 6.02.
|
General Duties
|
18
|
Section 6.03.
|
Action Upon Instruction
|
18
|
Section 6.04.
|
No Duties Except as Specified in this Agreement or in Instructions
|
19
|
Section 6.05.
|
No Action Except Under Specified Documents or Instructions
|
20
|
Section 6.06.
|
Restrictions
|
20
|
Section 6.07.
|
Notice to Administrator of Repurchase Requests
|
20
|
ARTICLE SEVEN
|
||
THE OWNER TRUSTEE
|
||
Section 7.01.
|
Acceptance of Duties
|
21
|
Section 7.02.
|
Furnishing of Documents
|
24
|
Section 7.03.
|
Representations and Warranties
|
24
|
Section 7.04.
|
Reliance; Advice of Counsel
|
25
|
Section 7.05.
|
Not Acting in Individual Capacity
|
26
|
Section 7.06.
|
Owner Trustee Not Liable for Basic Documents or Certificates
|
26
|
Section 7.07.
|
Owner Trustee May Own Securities
|
26
|
Section 7.08.
|
The Paying Agent and the Certificate Registrar
|
26
|
Section 7.09.
|
Applicable Anti-Money Laundering Law
|
27 |
ARTICLE EIGHT
|
||
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
|
Page
|
||
Section 8.01.
|
Owner Trustee’s Fees and Expenses
|
28
|
Section 8.02.
|
Indemnification
|
28
|
Section 8.03.
|
Payments to the Owner Trustee
|
28
|
ARTICLE NINE
|
||
TERMINATION OF TRUST AGREEMENT
|
||
Section 9.01.
|
Termination of Trust Agreement
|
29
|
ARTICLE TEN
|
||
SUCCESSOR AND ADDITIONAL OWNER TRUSTEES
|
||
Section 10.01.
|
Eligibility Requirements for Owner Trustee
|
31
|
Section 10.02.
|
Resignation or Removal of Owner Trustee
|
31
|
Section 10.03.
|
Successor Owner Trustee
|
32
|
Section 10.04.
|
Merger or Consolidation of Owner Trustee
|
32
|
Section 10.05.
|
Appointment of Co-Trustee or Separate Trustee
|
33
|
ARTICLE ELEVEN
|
||
REGULATION AB
|
||
Section 11.01.
|
Intent of the Parties; Reasonableness
|
35
|
Section 11.02.
|
Representations and Warranties
|
35
|
Section 11.03.
|
Information to Be Provided by the Owner Trustee
|
35
|
ARTICLE TWELVE
|
||
MISCELLANEOUS
|
||
Section 12.01.
|
Supplements and Amendments
|
37
|
Section 12.02.
|
Limitations on Rights of Others
|
38
|
Section 12.03.
|
Notices
|
39
|
Section 12.04.
|
Severability
|
39
|
Section 12.05.
|
Counterparts
|
39
|
Section 12.06.
|
Successors and Assigns
|
39
|
Section 12.07.
|
No Petition
|
39
|
Section 12.08.
|
Table of Contents and Headings
|
39
|
Section 12.09.
|
GOVERNING LAW; SUBMISSION TO JURISDICTION
|
40
|
Section 12.10.
|
WAIVER OF JURY TRIAL
|
41
|
Section 12.11.
|
Electronic Signatures
|
41
|
Page
|
|
EXHIBITS
|
|
EXHIBIT A – FORM OF CERTIFICATE
|
A‑1
|
EXHIBIT B – FORM OF CERTIFICATE OF TRUST
|
B‑1
|
EXHIBIT C – FORM OF REPURCHASE REQUEST NOTICE
|
C‑1
|
MERCEDES-BENZ RETAIL RECEIVABLES LLC,
|
||
as Depositor
|
||
By:
|
/s/ Christopher Trainor
|
|
Name: Christopher Trainor
|
||
Title: Vice President
|
||
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
||
as Owner Trustee
|
||
By:
|
/s/ Andrew M. Cooper
|
|
Name: Andrew M. Cooper
|
||
Title: Vice President
|
||
Agreed and Accepted:
|
||
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
|
||
as Certificate Registrar | ||
By:
|
/s/ Juan S. Hernandez | |
Name: Juan S. Hernandez | ||
Title: Assistant Vice President |
Dated: November __, 2022
|
MERCEDES-BENZ AUTO RECEIVABLES TRUST 2022-1,
|
|
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION,
|
|
not in its individual capacity but solely as Owner Trustee
|
||
By:
|
||
Name:
|
||
Title:
|
Dated: November __, 2022
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Registrar
|
|
By:
|
||
Name:
|
||
Title:
|
unto
|
|
|
Dated:
|
|
|
|
|
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of the Trust
|
||
By:
|
||
Name:
|
||
Title:
|
Re: |
Mercedes-Benz Auto Receivables Trust 2022-1
|
Date of Request
|
Number of Receivables
Subject to Request
|
Aggregate Principal Balance
of Receivables Subject to Request |
Very truly yours,
|
|||
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Page
|
||
ARTICLE ONE
|
||
DEFINITIONS
|
||
Section 1.01.
|
Capitalized Terms; Rules of Usage
|
1
|
ARTICLE TWO
|
||
CONVEYANCE OF TRUST PROPERTY
|
||
Section 2.01.
|
Conveyance of Trust Property.
|
1
|
Section 2.02.
|
Representations and Warranties of the Seller as to the Receivables
|
3
|
Section 2.03.
|
Representations and Warranties of the Depositor as to the Receivables
|
3
|
Section 2.04.
|
Representations and Warranties as to Security Interests
|
4
|
Section 2.05.
|
Repurchase of Receivables Upon Breach
|
5
|
Section 2.06.
|
Custody of Receivable Files.
|
6
|
Section 2.07.
|
Duties of Servicer as Custodian.
|
7 |
Section 2.08.
|
Instructions; Authority to Act
|
8
|
Section 2.09.
|
Indemnification by Custodian
|
8
|
Section 2.10.
|
Effective Period and Termination
|
8
|
ARTICLE THREE
|
||
ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY
|
||
Section 3.01.
|
Duties of Servicer
|
9 |
Section 3.02.
|
Delegation of Duties; Subservicers.
|
10
|
Section 3.03.
|
Collection of Receivable Payments; Modification of Receivables
|
11
|
Section 3.04.
|
Realization Upon Receivables.
|
11
|
Section 3.05.
|
Maintenance of Physical Damage Insurance Policies
|
12
|
Section 3.06.
|
Maintenance of Security Interests in Financed Vehicles
|
12
|
Section 3.07.
|
Covenants of Servicer
|
12
|
Section 3.08.
|
Purchase of Receivables Upon Breach
|
13
|
Section 3.09.
|
Servicing Compensation; Payment of Certain Expenses by Servicer
|
13
|
Section 3.10.
|
Investor Report
|
13
|
Section 3.11.
|
Annual Statement as to Compliance; Notice of Servicer Termination Events.
|
14
|
Section 3.12.
|
Annual Accountants’ Report.
|
14
|
Section 3.13.
|
Access to Certain Documentation and Information Regarding Receivables
|
15
|
Section 3.14.
|
Reports to the Commission
|
15
|
Section 3.15.
|
Reports to Rating Agencies
|
15
|
Section 3.16.
|
Asset Representations Review
|
15
|
Section 3.17.
|
Dispute Resolution
|
17
|
Page
|
||
ARTICLE FOUR
|
||
DISTRIBUTIONS; RESERVE FUND;
|
||
STATEMENTS TO SECURITYHOLDERS
|
||
Section 4.01.
|
Establishment of Accounts.
|
19
|
Section 4.02.
|
Reserve Fund.
|
21
|
Section 4.03.
|
Monthly Remittance Condition.
|
22
|
Section 4.04.
|
Collections
|
22
|
Section 4.05.
|
Application of Collections
|
22
|
Section 4.06.
|
Advances.
|
22
|
Section 4.07.
|
Additional Deposits.
|
23
|
Section 4.08.
|
Determination Date Calculations; Application of Available Funds.
|
24
|
Section 4.09.
|
Statements to Securityholders
|
25
|
ARTICLE FIVE
|
||
THE DEPOSITOR
|
||
Section 5.01.
|
Representations and Warranties of Depositor
|
25
|
Section 5.02.
|
Liability of Depositor; Indemnities.
|
26
|
Section 5.03.
|
Merger, Consolidation or Assumption of the Obligations of Depositor
|
28
|
Section 5.04.
|
Limitation on Liability of Depositor and Others
|
28
|
Section 5.05.
|
Depositor Not to Resign
|
28
|
Section 5.06.
|
Depositor May Own Securities
|
28
|
Section 5.07.
|
Covenants of Depositor
|
28
|
ARTICLE SIX
|
||
THE SERVICER
|
||
Section 6.01.
|
Representations and Warranties of Servicer
|
29
|
Section 6.02.
|
Liability of Servicer; Indemnities
|
30
|
Section 6.03.
|
Merger or Consolidation of, or Assumption of the Obligations of Servicer
|
32
|
Section 6.04.
|
Limitation on Liability of Servicer and Others.
|
32
|
Section 6.05.
|
MBFS USA Not to Resign as Servicer
|
33
|
Section 6.06.
|
Servicer May Own Securities
|
33
|
ARTICLE SEVEN
|
||
SERVICER TERMINATION EVENTS
|
||
Section 7.01.
|
Servicer Termination Events
|
33
|
Section 7.02.
|
Appointment of Successor Servicer
|
35
|
Section 7.03.
|
Effect of Servicing Transfer.
|
36
|
Section 7.04.
|
Notification to Noteholders and Rating Agencies
|
36
|
Section 7.05.
|
Waiver of Past Servicer Termination Events
|
36
|
Page
|
||
Section 7.06.
|
Repayment of Advances
|
37
|
ARTICLE EIGHT
|
||
TERMINATION
|
||
Section 8.01.
|
Optional Purchase of All Receivables.
|
37
|
Section 8.02.
|
Termination
|
37
|
ARTICLE NINE
|
||
EXCHANGE ACT REPORTING
|
||
Section 9.01.
|
Further Assurances
|
38
|
Section 9.02.
|
Form 10-D Filings
|
38
|
Section 9.03.
|
Form 8-K Filings
|
38
|
Section 9.04.
|
Form 10-K Filings
|
39
|
Section 9.05.
|
Report on Assessment of Compliance and Attestation
|
39
|
Section 9.06.
|
Back-up Sarbanes-Oxley Certification.
|
40
|
Section 9.07.
|
Representations and Warranties
|
40
|
Section 9.08.
|
Indemnification.
|
40
|
ARTICLE TEN
|
||
MISCELLANEOUS
|
||
Section 10.01.
|
Amendment.
|
41
|
Section 10.02.
|
Protection of Title to Issuer
|
43
|
Section 10.03.
|
Notices
|
45
|
Section 10.04.
|
Assignment
|
45
|
Section 10.05.
|
Severability
|
45
|
Section 10.06.
|
Further Assurances
|
45
|
Section 10.07.
|
No Waiver; Cumulative Remedies
|
46
|
Section 10.08.
|
Successors and Assigns; Third-Party Beneficiaries
|
46
|
Section 10.09.
|
Actions by Securityholders
|
46
|
Section 10.10.
|
Counterparts
|
46
|
Section 10.11.
|
Table of Contents and Headings
|
46
|
Section 10.12.
|
GOVERNING LAW
|
46
|
Section 10.13.
|
WAIVER OF JURY TRIAL
|
47
|
Section 10.14.
|
No Petition
|
47
|
Section 10.15.
|
No Recourse
|
47
|
Section 10.16.
|
Electronic Signatures
|
47
|
Section 10.17.
|
Servicer Payment Obligation
|
48
|
SCHEDULES
|
||
Schedule A
|
Location of Receivable Files
|
SA-1
|
Schedule B
|
Item 1119 Parties
|
SB-1
|
Page
|
||
Schedule C
|
Servicing and Disclosures ItemsA
|
SC-1
|
Schedule D
|
Performance Certification (Servicer)
|
SD-1
|
EXHIBITS
|
||
Exhibit A
|
Representations and Warranties as to the Receivables
|
A-1
|
Exhibit B
|
Form of Investor Report
|
B-1
|
APPENDICES
|
||
Appendix A – Usage and Definitions
|
AA-1
|
MERCEDES-BENZ AUTO RECEIVABLES
|
|||
TRUST 2022-1
|
|||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
|
||
By:
|
/s/ Andrew M. Cooper
|
||
Name: Andrew M. Cooper
|
|||
Title: Vice President
|
|||
MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor
|
|||
By:
|
/s/ Christopher Trainor
|
||
Name: Christopher Trainor
|
|||
Title: Vice President
|
|||
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Seller
|
|||
By:
|
/s/ Christopher Trainor
|
||
Name: Christopher Trainor
|
|||
Title: Vice President
|
|||
Agreed and Accepted:
|
|||
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
|
|||
By:
|
/s/ Juan S. Hernandez
|
||
Name: Juan S. Hernandez
|
|||
Title: Assistant Vice President
|
Reg AB Reference
|
Servicing Criteria
|
Applicable Servicing
Criteria
|
Responsible Party
|
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
|
Servicer
|
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
Servicer
|
|
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up Servicer for the Pool Assets are maintained.
|
N/A
|
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
|
N/A
|
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
Servicer
|
|
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt and identification, or such other number of
days specified in the transaction agreements.
|
Servicer
|
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
N/A for Obligor disbursements.
|
Servicer
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction
agreements.
|
Servicer
|
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
|
Servicer
Indenture Trustee
|
Reg AB Reference
|
Servicing Criteria
|
Applicable Servicing
Criteria
|
Responsible Party
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with
respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
Indenture Trustee
|
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
|
Servicer
Indenture Trustee
|
|
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.
|
Servicer
|
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
Servicer
|
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
|
Servicer
Indenture Trustee
|
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
Servicer
|
Reg AB Reference
|
Servicing Criteria
|
Applicable Servicing
Criteria
|
Responsible Party
|
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
Servicer
|
|
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements
|
Servicer
|
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
Servicer
|
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt and
identification, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
Servicer
|
|
1122(d)(4)(v)
|
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
Servicer
|
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements
and related pool asset documents.
|
Servicer
|
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance
with the timeframes or other requirements established by the transaction agreements.
|
Servicer
|
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such
other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
|
Servicer
|
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A
|
Reg AB Reference
|
Servicing Criteria
|
Applicable Servicing
Criteria
|
Responsible Party
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of
full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
|
N/A
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided
that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
N/A
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s
error or omission.
|
N/A
|
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.
|
N/A
|
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
Servicer
|
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A
|
FORM 10-D DISCLOSURE ITEMS
|
||
Item on Form 10-D
|
Responsible Party
|
|
Item 1: Distribution and Pool Performance Information
|
||
Information included in the Investor Report
|
Servicer
Administrator
|
|
Any information required by 1121 which is NOT included on the Investor Report
|
Depositor
|
|
Item 2: Legal Proceedings
• Any legal proceeding pending against the following entities or their respective property, that is material to Noteholders, including any proceeding known to be contemplated by
governmental authorities:
|
||
• Issuing Entity (Trust Fund)
|
Depositor
|
|
• Sponsor (Seller)
|
Seller (if a party to the Sales and Servicing Agreement) or Depositor
|
|
• Depositor
|
Depositor
|
|
• Indenture Trustee
|
Indenture Trustee
|
|
• Administrator
|
Administrator
|
|
• Servicer
|
Servicer
|
|
• Owner Trustee
|
Owner Trustee
|
|
• 1110(b) Originator
|
Depositor
|
|
• Any 1108(a)(2) Servicer (other than the Servicer or Administrator)
|
Depositor
|
|
• Any other party contemplated by 1100(d)(1)
|
Depositor
|
|
Item 3: Sale of Securities and Use of Proceeds
Information from Item 2(a) of Part II of Form 10-Q
With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the
sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.
|
Depositor
|
|
Item 4: Defaults Upon Senior Securities
Information from Item 3 of Part II of Form 10-Q
Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)
|
Administrator
|
|
Item 6: Significant Obligors of Pool Assets
Item 1112(b) – Significant Obligor Financial Information
|
Not Applicable
|
FORM 10-D DISCLOSURE ITEMS
|
|
Item on Form 10-D
|
Responsible Party
|
Item 7: Change in Sponsor Interest in Securities
Item 1124 – Sponsor interest in securities
Any material change in the sponsor's, or an affiliate's, interest in the securities resulting from the purchase, sale or other acquisition or disposition of the securities by the sponsor, or an affiliate, during
the period covered by the report.
|
Seller
Administrator
|
Item 8: Significant Enhancement Provider Information
Item 1114(b)(2) – Credit Enhancement Provider Financial Information
|
Not Applicable
|
Item 9: Other Information
Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported
|
Any party responsible for the applicable Form 8-K Disclosure item
|
Item 9: Exhibits
|
|
Investor Reports
|
Servicer
Administrator
|
Exhibits required by Item 601 of Regulation S-K, such as material agreements
|
Depositor
|
FORM 10-K DISCLOSURE ITEMS
|
|
Item on Form 10-K
|
Responsible Party
|
Item 1B: Unresolved Staff Comments
|
Depositor
|
Item 9B: Other Information
|
Any party responsible for disclosure items on Form 8-K
|
Item 15: Exhibits, Financial Statement Schedules
|
Depositor
|
Additional Item:
Disclosure per Item 1117 of Reg AB
|
(i) All parties to the Sale and Servicing Agreement (as to themselves), (ii) the Depositor as to the issuing entity, (iii) the Depositor as to the sponsor and any 1100(d)(1) party
|
Additional Item:
Disclosure per Item 1119 of Reg AB
|
(i) All parties to the Sale and Servicing Agreement (as to themselves), (ii) the Depositor as to the sponsor, originator, significant obligor, enhancement or support provider
|
Additional Item:
Disclosure per Item 1112(b) of Reg AB
|
Not applicable
|
Additional Item:
Disclosure per Items 1114(b) and 1115(b) of Reg AB
|
Not applicable
|
FORM 8-K DISCLOSURE (REPORTABLE EVENTS)
|
|
Item on Form 8-K
|
Responsible Party
|
Item 1.01- Entry into a Material Definitive Agreement
Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus.
|
All parties as to themselves
|
Item 1.02- Termination of a Material Definitive Agreement
Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
|
All parties as to themselves
|
Item 1.03- Bankruptcy or Receivership
Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following:
|
Depositor
|
• Sponsor (Seller)
|
Depositor/Sponsor (Seller)
|
• Depositor
|
Depositor
|
• Servicer
|
Servicer
|
• Affiliated servicer
|
Servicer
|
• Other material servicers
|
Servicer
|
• Indenture Trustee
|
Indenture Trustee
|
• Administrator
|
Administrator
|
• Owner Trustee
|
Owner Trustee
|
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation
Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.
Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the noteholders.
|
Depositor
Servicer
Administrator
|
Item 3.03- Material Modification to Rights of Security Holders
Disclosure is required of any material modification to documents defining the rights of noteholders.
|
Administrator
Indenture Trustee
Depositor
|
FORM 8-K DISCLOSURE (REPORTABLE EVENTS)
|
|
Item on Form 8-K
|
Responsible Party
|
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year
Disclosure is required of any amendment to the governing documents of the issuing entity.
|
Depositor
|
Item 5.07- Submission of Matters to a Vote of Security Holders
Submission of a matter to a vote of security holders, through the solicitation of proxies or otherwise
|
Depositor
|
Item 6.01- ABS Informational and Computational Material
|
Depositor
|
Item 6.02- Change of Servicer or Trustee
Removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other material servicers or Indenture Trustee.
|
Depositor
A change of Servicer or Administrator - Servicer/Administrator/Depositor/
|
Reg AB disclosure regarding any new servicer.
|
Servicer/Depositor
|
Reg AB disclosure regarding any new Indenture Trustee.
|
New Indenture Trustee
|
Item 6.03- Change in Credit Enhancement or External Support
|
N/A
|
Item 6.04- Failure to Make a Required Distribution
|
Servicer
Indenture Trustee
|
Item 6.05- Securities Act Updating Disclosure
Material pool characteristic differs by 5% or more (other than as a result of pool assets converting to cash in accordance with their terms) at the time of issuance of the securities from the description in the
final prospectus, provide updated Reg AB disclosure about the actual asset pool.
|
Depositor
|
Item 7.01- Reg FD Disclosure
|
Depositor
|
Item 8.01- Other Events
Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to noteholders.
|
Depositor
|
Item 9.01- Financial Statements and Exhibits
|
Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit
|
Date:
|
|||||
MERCEDES-BENZ FINANCIAL SERVICES
|
|||||
USA LLC,
|
|||||
as Servicer
|
|||||
By:
|
|||||
Name:
|
|||||
Title:
|
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||
Investor Report
|
||||||
Collection Period ended
|
||||||
Amounts in USD
|
||||||
Dates
|
||||||
Collection Period No.
|
||||||
Collection Period (from...to)
|
||||||
Determination Date
|
||||||
Record Date
|
||||||
Payment Date
|
||||||
Interest Period of the Class A‑2, A‑3 and A‑4 Notes (from...to)
|
30/360 Days
|
|||||
Summary
|
||||||
Initial Balance
|
Beginning
Balance
|
Ending Balance
|
Principal
Payment
|
Principal
per $1000
Face Amount
|
Note Factor
|
|
Class A‑1 Notes
|
$
|
$
|
$
|
$
|
$
|
|
Class A‑2 Notes
|
$
|
$
|
$
|
$
|
$
|
|
Class A‑3 Notes
|
$
|
$
|
$
|
$
|
$
|
|
Class A-4 Notes
|
$
|
$
|
$
|
$
|
$
|
|
Total Note Balance
|
$
|
$
|
$
|
$
|
||
Overcollateralization
|
$
|
$
|
$
|
|||
Adjusted Pool Balance
|
$
|
$
|
$
|
|||
Yield Supplement Overcollateralization Amount
|
$
|
$
|
$
|
|||
Pool Balance
|
$
|
$
|
$
|
|||
Amount
|
Percentage
|
|||||
Initial Overcollateralization Amount
|
$
|
%
|
||||
Target Overcollateralization Amount
|
$
|
%
|
||||
Current Overcollateralization Amount
|
$
|
%
|
||||
Interest Rate
|
Interest
Payment
|
Interest per
$1,000 Face
Amount
|
Interest &
Principal
Payment
|
Interest &
Principal
Payment per
$1000 Face
Amount
|
||
Class A‑1 Notes
|
0.00%
|
$
|
$
|
$
|
$
|
|
Class A‑2 Notes
|
%
|
$
|
$
|
$
|
$
|
|
Class A‑3 Notes
|
%
|
$
|
$
|
$
|
$
|
|
Class A-4 Notes
|
%
|
$
|
$
|
$
|
$
|
|
Total
|
$
|
$
|
||||
Available Funds
|
||||||
Principal Collections
|
$
|
|||||
Interest Collections
|
$
|
|||||
Net Liquidation Proceeds
|
$
|
|||||
Recoveries
|
$
|
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||
Investor Report
|
||||||
Collection Period ended
|
||||||
Purchase Amounts
|
$
|
|||||
Advances made by the Servicer
|
$
|
|||||
Investment Earnings
|
$
|
|||||
Available Collections
|
$
|
|||||
Reserve Fund Draw Amount
|
$
|
|||||
Available Funds
|
$
|
|||||
Distribution
|
||||||
(1) Total Servicing Fee
|
$
|
|||||
Nonrecoverable Advances to the Servicer
|
$
|
|||||
(2) Total Trustee Fees and Asset Representations Reviewer Fees (max. $250,000 p.a.)
|
$
|
|||||
(3) Interest Distributable Amount
|
$
|
|||||
(4) Priority Principal Distributable Amount
|
$
|
|||||
(5) To Reserve Fund to reach the Reserve Fund Required Amount
|
$
|
|||||
(6) Regular Principal Distributable Amount
|
$
|
|||||
(7) Additional Servicing Fee and Transition Costs
|
$
|
|||||
(8) Total Trustee Fees and Asset Representation Reviewer Fees not previously paid under (2)
|
$
|
|||||
(9) Excess Collections to Certificateholders
|
$
|
|||||
Total Distribution
|
$
|
|||||
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||
Investor Report
|
||||||
Collection Period ended
|
||||||
Amounts in USD
|
||||||
Distribution Detail
|
||||||
Due
|
Paid
|
Shortfall
|
||||
Total Servicing Fee
|
$
|
$
|
$
|
|||
Total Trustee Fees
|
$
|
$
|
$
|
|||
Total Asset Representations Reviewer Fees
|
$
|
$
|
$
|
|||
Monthly Interest Distributable Amount
|
$
|
$
|
$
|
|||
thereof on Class A‑2 Notes
|
$
|
$
|
$
|
|||
thereof on Class A‑3 Notes
|
$
|
$
|
$
|
|||
thereof on Class A‑4 Notes
|
$
|
$
|
$
|
|||
Interest Carryover Shortfall Amount
|
$
|
$
|
$
|
|||
thereof on Class A-2 Notes
|
$
|
$
|
$
|
|||
thereof on Class A‑3 Notes
|
$
|
$
|
$
|
|||
thereof on Class A-4 Notes
|
$
|
$
|
$
|
|||
Interest Distributable Amount
|
$
|
$
|
$
|
|||
Priority Principal Distributable Amount
|
$
|
$
|
$
|
|||
Regular Principal Distributable Amount
|
$
|
$
|
$
|
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||||||||
Investor Report
|
||||||||||||
Collection Period ended
|
||||||||||||
Aggregate Principal Distributable Amount
|
$
|
$
|
$
|
|||||||||
Reserve Fund and Investment Earnings
|
||||||||||||
Reserve Fund
|
||||||||||||
Reserve Fund Required Amount
|
$
|
|||||||||||
Reserve Fund Amount - Beginning Balance
|
$
|
|||||||||||
plus/minus change to meet Reserve Fund Required Amount
|
$
|
|||||||||||
plus Net Investment Earnings for the Collection Period
|
$
|
|||||||||||
minus Net Investment Earnings
|
$
|
|||||||||||
minus Reserve Fund Draw Amount
|
$
|
|||||||||||
Reserve Fund Amount - Ending Balance
|
$
|
|||||||||||
Reserve Fund Amount Deficiency
|
$
|
|||||||||||
Investment Earnings
|
||||||||||||
Net Investment Earnings on the Reserve Fund
|
$
|
|||||||||||
Net Investment Earnings on the Collection Account
|
$
|
|||||||||||
Investment Earnings for the Collection Period
|
$
|
|||||||||||
Mercedes-Benz Auto Receivables Trust 2022-1
|
||||||||||||
Investor Report
|
||||||||||||
Collection Period ended
|
||||||||||||
Amounts in USD
|
||||||||||||
Notices to Investors
|
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||||||||
Investor Report
|
||||||||||||
Collection Period ended
|
||||||||||||
Pool Statistics
|
||||||||||||
Pool Data
|
||||||||||||
Amount
|
Number of
Receivables
|
|||||||||||
Cutoff Date Pool Balance
|
$________________
|
______
|
||||||||||
Pool Balance beginning of Collection Period
|
$
|
|||||||||||
Principal Collections
|
$
|
|||||||||||
Principal Collections attributable to Full Pay-offs
|
$
|
|||||||||||
Principal Purchase Amounts
|
$
|
|||||||||||
Principal Gross Losses
|
$
|
|||||||||||
Pool Balance end of Collection Period
|
$
|
|||||||||||
Pool Factor %
|
$
|
|||||||||||
As of Cutoff
Date
|
Current
|
|||||||||||
Weighted Average APR
|
%
|
%
|
||||||||||
Weighted Average Number of Remaining Payments
|
||||||||||||
Weighted Average Seasoning (months)
|
||||||||||||
Delinquency Profile *
|
||||||||||||
Amount
|
Number of
Receivables
|
Percentage
|
||||||||||
Current
|
$
|
%
|
||||||||||
31-60 Days Delinquent
|
$
|
%
|
||||||||||
61-90 Days Delinquent
|
$
|
%
|
||||||||||
91-120 Days Delinquent
|
$
|
%
|
||||||||||
Total
|
$
|
100%
|
||||||||||
* A receivable is not considered delinquent if the amount past due is less than 10% of the payment due under such receivable
|
||||||||||||
Delinquency Trigger
|
||||||||||||
60+ Delinquency Receivables to EOP Pool Balance %
|
||||||||||||
Delinquency Trigger occurred
|
No
|
|||||||||||
Losses
|
||||||||||||
Current
|
||||||||||||
Principal Gross Losses
|
$
|
|||||||||||
Principal Net Liquidation Proceeds
|
$
|
|||||||||||
Principal Recoveries
|
$
|
|||||||||||
Principal Net Losses
|
$
|
|||||||||||
Cumulative Principal Net Losses
|
$
|
|||||||||||
Cumulative Principal Net Loss as % of Cutoff Date Pool Balance
|
%
|
Mercedes-Benz Auto Receivables
Trust 2022-1
|
||||||
Investor Report
|
||||||
Collection Period ended
|
Payment Date
|
Yield Supplement
OvercollateralizationAmount
|
|||
Closing Date
|
$
|
221,029,289.69
|
||
December 2022
|
$
|
205,674,479.38
|
||
January 2023
|
$
|
198,210,123.96
|
||
February 2023
|
$
|
190,890,100.63
|
||
March 2023
|
$
|
183,715,380.28
|
||
April 2023
|
$
|
176,686,917.15
|
||
May 2023
|
$
|
169,805,858.12
|
||
June 2023
|
$
|
163,073,369.76
|
||
July 2023
|
$
|
156,490,413.02
|
||
August 2023
|
$
|
150,057,471.09
|
||
September 2023
|
$
|
143,772,959.12
|
||
October 2023
|
$
|
137,634,583.81
|
||
November 2023
|
$
|
131,641,057.31
|
||
December 2023
|
$
|
125,792,060.00
|
Payment Date
|
Yield Supplement
Overcollateralization
Amount
|
|||
January 2024
|
$
|
120,088,002.46
|
||
February 2024
|
$
|
114,528,971.26
|
||
March 2024
|
$
|
109,113,634.43
|
||
April 2024
|
$
|
103,841,004.79
|
||
May 2024
|
$
|
98,710,878.00
|
||
June 2024
|
$
|
93,722,724.38
|
||
July 2024
|
$
|
88,875,909.83
|
||
August 2024
|
$
|
84,169,661.03
|
||
September 2024
|
$
|
79,602,880.53
|
||
October 2024
|
$
|
75,174,702.98
|
||
November 2024
|
$
|
70,884,516.91
|
||
December 2024
|
$
|
66,731,632.99
|
||
January 2025
|
$
|
62,715,733.57
|
||
February 2025
|
$
|
58,836,356.75
|
||
March 2025
|
$
|
55,092,871.15
|
||
April 2025
|
$
|
51,484,921.92
|
||
May 2025
|
$
|
48,012,109.68
|
||
June 2025
|
$
|
44,674,061.93
|
||
July 2025
|
$
|
41,470,792.82
|
||
August 2025
|
$
|
38,402,071.34
|
||
September 2025
|
$
|
35,466,730.43
|
||
October 2025
|
$
|
32,663,660.29
|
||
November 2025
|
$
|
29,991,989.32
|
||
December 2025
|
$
|
27,450,923.74
|
||
January 2026
|
$
|
25,040,040.19
|
||
February 2026
|
$
|
22,758,850.61
|
||
March 2026
|
$
|
20,606,175.16
|
||
April 2026
|
$
|
18,580,928.46
|
||
May 2026
|
$
|
16,682,305.08
|
||
June 2026
|
$
|
14,909,515.14
|
||
July 2026
|
$
|
13,261,047.27
|
||
August 2026
|
$
|
11,733,887.67
|
||
September 2026
|
$
|
10,324,096.20
|
||
October 2026
|
$
|
9,027,853.65
|
||
November 2026
|
$
|
7,841,488.59
|
||
December 2026
|
$
|
6,761,491.61
|
||
January 2027
|
$
|
5,783,872.20
|
||
February 2027
|
$
|
4,904,262.85
|
||
March 2027
|
$
|
4,117,224.41
|
||
April 2027
|
$
|
3,417,731.10
|
||
May 2027
|
$
|
2,801,462.90
|
||
June 2027
|
$
|
2,263,712.47
|
||
July 2027
|
$
|
1,800,167.97
|
Payment Date
|
Yield Supplement
Overcollateralization
Amount
|
|||
August 2027
|
$
|
1,405,924.31
|
||
September 2027
|
$
|
1,074,566.14
|
||
October 2027
|
$
|
800,551.98
|
||
November 2027
|
$
|
578,675.65
|
||
December 2027
|
$
|
403,988.57
|
||
January 2028
|
$
|
271,450.38
|
||
February 2028
|
$
|
174,181.03
|
||
March 2028
|
$
|
105,176.84
|
||
April 2028
|
$
|
58,322.07
|
||
May 2028
|
$
|
28,536.50
|
||
June 2028
|
$
|
11,341.92
|
||
July 2028
|
$
|
3,015.93
|
||
August 2028
|
$
|
150.32
|
||
September 2028
|
$
|
0.00
|
RECEIVABLES PURCHASE AGREEMENT
|
Dated as of November 1, 2022
|
Page | ||
ARTICLE ONE
|
||
DEFINITIONS
|
||
Section 1.01.
|
Capitalized Terms; Rules of Usage
|
1
|
ARTICLE TWO
|
||
CONVEYANCE OF RECEIVABLES
|
||
Section 2.01.
|
Sale and Conveyance of Receivables
|
2 |
Section 2.02.
|
Receivables Purchase Price; Payments on the Receivables
|
3 |
Section 2.03.
|
Transfer of Receivables
|
4 |
Section 2.04.
|
Examination of Receivable Files
|
4 |
ARTICLE THREE
|
||
REPRESENTATIONS AND WARRANTIES
|
||
Section 3.01.
|
Representations and Warranties of the Purchaser
|
5
|
Section 3.02.
|
Representations and Warranties of the Seller
|
6 |
Section 3.03.
|
Representations and Warranties as to the Receivables
|
7 |
Section 3.04.
|
Seller’s Repurchase of Receivables for Breach of Representations
|
8 |
Section 3.05.
|
Representations and Warranties as to Security Interests
|
8 |
ARTICLE FOUR
|
||
CONDITIONS
|
||
Section 4.01.
|
Conditions to Obligation of the Purchaser
|
10
|
Section 4.02.
|
Conditions to Obligation of the Seller
|
10
|
ARTICLE FIVE
|
||
COVENANTS OF THE SELLER
|
||
Section 5.01.
|
Protection of Right, Title and Interest in, to and Under the Receivables
|
11
|
Section 5.02.
|
Security Interests
|
12
|
Section 5.03.
|
Delivery of Payments
|
12
|
Section 5.04.
|
No Impairment
|
12
|
Section 5.05.
|
Costs and Expenses
|
13
|
Section 5.06.
|
Sale
|
13
|
Section 5.07.
|
Hold Harmless
|
13
|
ARTICLE SIX
|
||
MISCELLANEOUS PROVISIONS
|
||
Section 6.01.
|
Amendment
|
14
|
Section 6.02.
|
Termination
|
14
|
Section 6.03.
|
GOVERNING LAW
|
14
|
Section 6.04.
|
WAIVER OF JURY TRIAL
|
14
|
Section 6.05.
|
Notices
|
15
|
Section 6.06.
|
Severability
|
15
|
Section 6.07.
|
Further Assurances
|
15
|
Section 6.08.
|
Waivers
|
15
|
Section 6.09.
|
Counterparts
|
15
|
Section 6.10.
|
Successors and Assigns
|
16
|
Section 6.11.
|
Table of Contents and Headings
|
16
|
Section 6.12.
|
Representations, Warranties and Agreements to Survive
|
16
|
Section 6.13.
|
No Petition
|
16
|
Section 6.14.
|
Electronic Signatures
|
16
|
SCHEDULES
|
|
Schedule A – Schedule of Receivables
|
SA-1
|
EXHIBITS
|
|
Exhibit A – Representations and Warranties as to the Receivables
|
A-1
|
Exhibit B – Form of First-Tier Assignment
|
B-1
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
|
|||
as Seller
|
|||
By:
|
/s/ Christopher Trainor
|
||
Name: Christopher Trainor
|
|||
Title: Vice President | |||
MERCEDES-BENZ RETAIL RECEIVABLES LLC,
|
|||
as Purchaser
|
|||
By:
|
/s/ Christopher Trainor
|
||
Name: Christopher Trainor | |||
Title: Vice President
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Page
|
||
ARTICLE ONE
|
||
DEFINITIONS
|
||
Section 1.01.
|
Capitalized Terms; Rules of Usage
|
1
|
ARTICLE TWO
|
||
ENGAGEMENT; ACCEPTANCE
|
||
Section 2.01.
|
Engagement; Acceptance
|
3
|
Section 2.02.
|
Confirmation of Status
|
3
|
ARTICLE THREE
|
||
ASSET REPRESENTATIONS REVIEW PROCESS
|
||
Section 3.01.
|
Review Notices and Identification of Review Assets
|
3
|
Section 3.02.
|
Review Materials
|
4
|
Section 3.03.
|
Performance of Reviews
|
4
|
Section 3.04.
|
Review Report
|
5
|
Section 3.05.
|
Review Representatives
|
5
|
Section 3.06.
|
Dispute Resolution
|
5
|
Section 3.07.
|
Limitations on Review Obligations
|
6
|
ARTICLE FOUR
|
||
ASSET REPRESENTATIONS REVIEWER
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||
Section 4.01.
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Representations and Warranties of the Asset Representations Reviewer
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6
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Section 4.02.
|
Covenants
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7
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Section 4.03.
|
Fees and Expenses
|
8
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Section 4.04.
|
Limitation on Liability
|
9
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Section 4.05.
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Indemnification by Asset Representations Reviewer
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9
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Section 4.06.
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Indemnification of Asset Representations Reviewer
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9
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Section 4.07.
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Inspections of Asset Representations Reviewer
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10
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Section 4.08.
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Delegation of Obligations
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10
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Section 4.09.
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Confidential Information
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11
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Section 4.10.
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Personally Identifiable Information
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12
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Page
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ARTICLE FIVE
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REMOVAL; RESIGNATION
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Section 5.01.
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Eligibility of the Asset Representations Reviewer
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13
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Section 5.02.
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Resignation and Removal of Asset Representations Reviewer
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13
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Section 5.03.
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Successor Asset Representations Reviewer
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14
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Section 5.04.
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Merger, Consolidation or Succession
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14
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ARTICLE SIX
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||
OTHER AGREEMENTS
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Section 6.01.
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Independence of the Asset Representations Reviewer
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15
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Section 6.02.
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No Petition
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15
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Section 6.03.
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Limitation of Liability of Owner Trustee
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15
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Section 6.04.
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Termination of Agreement
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15
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ARTICLE SEVEN
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MISCELLANEOUS PROVISIONS
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Section 7.01.
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Amendments
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16
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Section 7.02.
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Assignment; Benefit of Agreement; Third Party Beneficiaries
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16
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Section 7.03.
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Notices
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16
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Section 7.04.
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GOVERNING LAW
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17
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Section 7.05.
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WAIVER OF JURY TRIAL
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17
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Section 7.06.
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No Waiver; Remedies
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17
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Section 7.07.
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Severability
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18
|
Section 7.08.
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Table of Contents and Headings
|
18
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Section 7.09.
|
Counterparts
|
18
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Section 7.10.
|
Electronic Signatures
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18
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SCHEDULES
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||
Schedule A – Representations and Warranties, Review Materials and Tests
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SA-1
|
MERCEDES-BENZ AUTO RECEIVABLES TRUST 2022-1, as Issuer
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||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
|
|
By:
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/s/ Andrew M. Cooper
|
|
Name: Andrew M. Cooper
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||
Title: Vice President
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||
MERCEDES-BENZ FINANCIAL SERVICES
|
||
USA LLC, as Servicer and Administrator
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||
By:
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/s/ Christopher Trainor
|
|
Name: Christopher Trainor
|
||
Title: Vice President
|
||
CLAYTON FIXED INCOME SERVICES LLC, as
|
||
Asset Representations Reviewer
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||
By:
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/s/ Anthony Neske
|
|
Name: Anthony Neske
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||
Title: Senior Vice President
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- |
Contract
|
- |
Data Tape
|
- |
List of Approved Contracts
|
- |
Title
|
(i) |
Confirm the Dealer’s address on the Contract is located within the United States.
|
(ii) |
Confirm the Contract form number appears on the List of Approved Contracts.
|
(iii) |
Confirm that the Contract is payable in United States dollars.
|
(iv) |
Confirm the Buyer, Co-buyer (if applicable) and Dealer have signed the Contract.
|
(v) |
Confirm that the title reports the Seller as the first lien holder.
|
(vi) |
Confirm that the VIN on the Contract matches the Vehicle Identification Number on the title.
|
(vii) |
Confirm the Buyer’s name as stated on the Contract matches the name on the title.
|
(viii) |
Confirm all payments are equivalent with the possible exception of the first and last schedule payments which may be less than or greater than the level payments.
|
(ix) |
Calculate the product of the Number of Payments and the Amount of Payments, together with any first and last scheduled payments (if applicable), and confirm this amount equals the sum of the Finance Charge and the Amount Financed as stated
within the Truth in Lending section of the Contract.
|
(x) |
Confirm the Finance Charge amount is based on the APR as stated on the Contract.
|
(xi) |
Confirm the Contract allows for prepayment.
|
(xii) |
Confirm the Contract is a simple interest loan Contract.
|
(xiii) |
Confirm the Buyer’s address as of the Cutoff Date is located within the United States.
|
(xiv) |
Confirm that there is no indication that the Receivable is not assumable by another Person that is not the Obligor and would release the Obligor from their legal obligations.
|
(xv) |
If sections (i) through (xiv) are confirmed, then Test Pass.
|
- |
Contract
|
- |
List of Approved Contracts
|
(i) |
Confirm the Contract form number and revision date are on the List of Approved Contract Forms.
|
(ii) |
Confirm the following sections of the Contract are present and completed:
|
(a) |
Name and address of Dealer
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(b) |
Name and address of Obligor and Co-Obligor (if applicable)
|
(c) |
Vehicle description
|
(d) |
Amount of monthly payment
|
(e) |
Number of monthly payments
|
(f) |
Annual Percentage Rate
|
(g) |
Total of Payments
|
(iii) |
Confirm there is an itemization of the amount financed.
|
(iv) |
Confirm the following disclosures are included on the Contract:
|
(a) |
Insurance requirements
|
(b) |
Security interest disclosure
|
(c) |
Prepayment disclosure
|
(d) |
Late payment policy
|
(v) |
If sections (i) through (iv) are confirmed, then Test Pass
|
- |
Contract
|
- |
Data Tape
|
- |
List of Approved Contracts
|
(i) |
Confirm the Contract form number and revision date are on the List of Approved Contract Forms.
|
(ii) |
Confirm the borrower and co-borrower (if applicable) signed the Contract.
|
(iii) |
If sections (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
(i) |
Confirm the Buyer section of the Contract reports a natural person’s name.
|
(ii) |
If the Buyer section of the Contract does not report a person’s name, confirm internet search results do not indicate the Buyer is the United States or any State or any agency, department or instrumentality of the United State or any
State.
|
(iii) |
If sections (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm the Receivable File does not contain evidence that the Receivable was the subject of any bankruptcy proceeding or insolvency proceeding as of the Cutoff Date.
|
(ii) |
If sections (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
List of Approved Contracts
|
- |
Title
|
(i) |
Confirm the title reports the Seller, as the first lien holder.
|
(ii) |
Confirm the Buyer’s name as stated on the Contract matches the name on the title.
|
(iii) |
Confirm the Vehicle Identification Number (VIN) on the Contract matches the VIN number as reported on the title.
|
(iv) |
If (i) through (iii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
- |
Title
|
- |
Receivable File
|
(i) |
Confirm the Receivable is listed as an active account as of the Cutoff Date.
|
(ii) |
Confirm there is no evidence within the Receivable File that the Receivable was satisfied prior to the Cutoff Date.
|
(iii) |
Confirm there is no evidence within the Receivable File that the Receivable was subordinated or rescinded prior to the Cutoff Date.
|
(iv) |
Confirm there is no evidence within the Receivable File that the Financed Vehicle has been released from the Lien in whole or in part prior to the Cutoff Date.
|
(v) |
If sections (i) through (iv) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
- |
Receivable File
|
(i) |
Confirm there is no evidence within the Receivable File that any provision of the Receivable has been waived, altered or modified, except by instruments or documents identified within the Receivable File.
|
(ii) |
If sections (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm that no modifications or amendments have changed the number of monthly payments or that the related amount financed has been increased or decreased.
|
(ii) |
If (i) can be confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm there is no evidence within the Receivable File that the Receivable is subject to any right of rescission, setoff, counterclaim or defense that could cause the Receivable to become invalid.
|
(ii) |
Confirm there is no evidence within the Receivable File of litigation or other attorney involvement as of the Cutoff Date.
|
(iii) |
If sections (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Title
|
- |
Receivable File
|
(i) |
Confirm there is no evidence within the Receivable File of a lien or a claim filed for work, labor or materials that is prior to or equal to the security interest in the Financed Vehicle created by the Receivable.
|
(ii) |
Confirm there is no evidence within the Receivable File of a tax lien that is prior to or equal to the security interest in the Financed Vehicle created by the Receivable.
|
(iii) |
If sections (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
- |
Receivable File
|
(i) |
Confirm the Receivable was not more than 30 days delinquent as of the Cutoff Date.
|
(ii) |
Confirm there is no evidence of a continuing condition within the Receivable File which would constitute a default, breach, violation or event permitting acceleration under the terms of the Receivable.
|
(iii) |
Confirm that no evidence of a repossession event exists that indicates a repossession prior to the Cutoff Date.
|
(iv) |
If sections (i) through (iii) are confirmed, then Test Pass.
|
- |
Contract
|
(i) |
Confirm the Contract contains language that required the Obligor to obtain and maintain physical damage insurance to the Financed Vehicle.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
Title
|
- |
Receivable File
|
(i) |
Confirm there is no indication within the Receivable File that the Receivable has been sold, transferred, assigned or pledged to any Person or entity other than the Seller.
|
(ii) |
Confirm the title designates the Seller as the sole lien holder and no other lien holder is listed.
|
(iii) |
If section (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
Title
|
(i) |
Confirm the Contract form number and revision date are on the List of Approved Contracts.
|
(ii) |
Confirm the Contract does not contain language preventing the sale, transfer, assignment, conveyance or pledge of the Receivable without the consent of the owner.
|
(iii) |
If section (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
(i) |
Confirm that the Contract, if in paper form, is clearly marked as the original Contract and, if in electronic form, indicates that it is the “authoritative copy”.
|
(ii) |
Confirm that the Contract was signed by the Buyer, Co-buyer (if applicable) and Dealer.
|
(iii) |
If section (i) and (ii) are confirmed, then Test Pass.
|
- |
Data Tape
|
(i) |
Confirm from the data tape that the Receivable has a remaining Principal Balance within the allowable parameters.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm the sum of the Number of Payments together with any first and last scheduled monthly payments (if applicable) is within the allowable number of payments to maturity.
|
(ii) |
Confirm the remaining terms to maturity as stated within the data tape or servicing system is within the allowable number of payments to maturity.
|
(iii) |
If sections (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm the Annual Percentage Rate (APR) as stated within the “Federal Truth-In-Lending Disclosures” section of the Contract does not exceed the maximum allowable APR.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Data Tape
|
- |
Receivable File
|
(i) |
Observe the Receivable in the Seller’s Receivables systems as of the end of the month in which the sale and assignment of the Receivable to the Depositor occurred and confirm it is marked as sold and the pool number indicated matches the
pool number for the securitization transaction related to the Agreement.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Contract
|
- |
Title
|
- |
Data Tape
|
(i) |
Confirm the title reports the Seller as the first lien holder.
|
(ii) |
Confirm there is a signed retail installment contract or loan agreement.
|
(iii) |
If sections (i) through (ii) are confirmed, then Test Pass.
|
- |
Contract
|
- |
Data Tape
|
(i) |
Confirm that the final scheduled payment date on the Receivable is six months or greater prior to the Class A-4 Final Scheduled Payment Date.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Receivable File
|
(i) |
Confirm that there is no indication of fraud or misrepresentation contained within the Receivable File.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Receivable File
|
- |
Data Tape
|
- |
Eligibility Criteria
|
(i) |
Confirm the Receivable File contains no evidence that the rights to payments have been transferred by the Seller to any entity other than the Depositor
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
- |
Receivable File
|
- |
Data Tape
|
(i) |
Confirm that there is no indication that the Receivable does not conform with all Applicable Laws, rules or regulations.
|
(ii) |
Confirm that there is no indication that the Receivable does not conform with the Seller’s policies and procedures.
|
(iii) |
If section (i) and (ii) are confirmed, then Test Pass.
|
- |
Contract
|
(i) |
Confirm that there is no language on the Contract requiring consent from the Obligor in order to effect the acquisition of the Receivable by the Purchaser or the Issuer, or to pledge the Receivables by the Issuer to the Indenture Trustee.
|
(ii) |
If section (i) is confirmed, then Test Pass.
|
|
ADMINISTRATION AGREEMENT
|
|
Dated as of November 1, 2022
|
Page
|
||
Section 1.01.
|
Capitalized Terms; Interpretive Provisions
|
1
|
Section 1.02.
|
Duties of the Administrator
|
2
|
Section 1.03.
|
Records
|
8
|
Section 1.04.
|
Compensation
|
8
|
Section 1.05.
|
Additional Information to be Furnished to the Issuer
|
8
|
Section 1.06.
|
Independence of the Administrator
|
8
|
Section 1.07.
|
No Joint Venture
|
8
|
Section 1.08.
|
Other Activities of Administrator
|
8
|
Section 1.09.
|
Term of Agreement; Resignation and Removal of Administrator
|
8
|
Section 1.10.
|
Action Upon Termination, Resignation or Removal
|
9
|
Section 1.11.
|
Notices
|
10
|
Section 1.12.
|
Amendments
|
10
|
Section 1.13.
|
Successors and Assigns
|
11
|
Section 1.14.
|
Governing Law
|
11
|
Section 1.15.
|
WAIVER OF JURY TRIAL
|
11
|
Section 1.16.
|
Table of Contents and Headings
|
11
|
Section 1.17.
|
Counterparts
|
11
|
Section 1.18.
|
Severability
|
11
|
Section 1.19.
|
Limitation of Liability of Owner Trustee and Indenture Trustee
|
12
|
Section 1.20.
|
Third‑Party Beneficiary
|
12
|
Section 1.21.
|
Successor Servicer and Administrator
|
12
|
Section 1.22.
|
Nonpetition Covenants
|
13
|
Section 1.23.
|
Electronic Signatures
|
13
|
EXHIBITS
|
||
Exhibit A -
|
Form of Power of Attorney
|
A-1
|
MERCEDES-BENZ AUTO RECEIVABLES TRUST 2022-1, as Issuer
|
|||
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
|
||
By:
|
/s/ Andrew M. Cooper
|
||
Name:
|
Andrew M. Cooper | ||
Title:
|
Vice President | ||
MERCEDES-BENZ RETAIL RECEIVABLES LLC,
as Depositor
|
|||
By:
|
/s/ Christopher Trainor
|
||
|
Name: |
Christopher Trainor
|
|
Title:
|
Vice President
|
||
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
|
|||
not in its individual capacity but solely as Indenture Trustee
|
|||
By:
|
/s/ Juan S. Hernandez
|
||
Name:
|
Juan S. Hernandez
|
||
Title:
|
Assistant Vice President
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator
|
|||
By:
|
/s/ Christopher Trainor
|
||
Name:
|
Christopher Trainor
|
||
Title:
|
Vice President |
Dated this ____ day of November, 2022.
|
|||
[Seal]
|
WILMINGTON TRUST, NATIONAL ASSOCIATION,not in its individual capacity but solely as Owner Trustee of Mercedes-Benz Auto Receivables Trust 2022-1
|
||
By:
|
|||
Name:
|
|||
Title:
|
Signed and delivered in the presence of:
|
|
Address:
|
||
[Unofficial Witness]
|