COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 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 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 16 Section 7.1. Owner Trustee’s Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee 16 Section 7.3. Organizational Expenses of Issuer 17
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 25 Section 8.1 Owner Trustee’s Fees and Expenses 25 Section 8.2 Indemnification 25 Section 8.3 Payments to the Owner Trustee 25 ARTICLE IX TERMINATION 26 Section 9.1 Termination of Trust Agreement 26
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee's Fees and Expenses..................................................................30 Section 8.02. Indemnification....................................................................................30 Section 8.03. Payments to the Owner Trustee......................................................................30 ARTICLE NINE
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 32 Section 11.02. Representations and Warranties 32 Section 11.03. Information to Be Provided by the Owner Trustee 32 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 34 Section 12.02. Limitations on Rights of Others 35 Section 12.03. Notices 35 Section 12.04. Severability 36 Section 12.05. Counterparts 36 Section 12.06. Successors and Assigns 36 Section 12.07. No Petition 36 Section 12.08. Table of Contents and Headings 36 Page
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 8.1 Owner Trustee's Fees and Expenses. Each of the Owner Trustee and the Delaware Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and such trustee, and each of the Owner Trustee and the Delaware Trustee shall be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE ELEVEN REGULATION AB
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 8.1. The Owner Trustee’s Compensation 15 SECTION 8.2. Indemnification 15 SECTION 8.3. Payments to the Owner Trustee 16
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 7.1 Owner Trustee's Fees and Expenses. Until the Trust has been terminated in accordance with Section 9.1, as compensation for its services hereunder, the Owner Trustee shall be entitled to receive the Owner Trustee's Fee pursuant to Section _ _ of the Servicing Agreement, payable in advance on the Closing Date and on each [January] Payment Date. The following fees and expenses of the Owner Trustee (in addition to the Owner Trustee's Fee) shall be payable from the Trust Estate:
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 30 Section 8.02. Indemnification 30 Section 8.03. Payments to the Owner Trustee 30 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement. 31 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 33 Section 10.02. Resignation or Removal of Owner Trustee. 33 Section 10.03. Successor Owner Trustee 34 Section 10.04. Merger or Consolidation of Owner Trustee. 34 Section 10.05. Appointment of Co-Trustee or Separate Trustee 35 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness. 37 Section 11.02. Representations and Warranties 37 Section 11.03. Information to Be Provided by the Owner Trustee. 37 ARTICLE TWELVE MISCELLANEOUS
