Browse EX-10 agreements

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller and as Servicer

SALE AND SERVICING AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

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	6
Section 2.08.         Instructions; Authority to Act	7

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EXECUTION VERSION

THIRD AMENDMENT AGREEMENT dated as of May 13, 2026 (this “Amendment Agreement”), among LEVEL 3 PARENT, LLC (“Holdings”); LEVEL 3 FINANCING, INC., as Borrower (the “Borrower”); the LENDERS party hereto; WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Existing Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Existing Collateral Agent”); and BANK OF AMERICA, N.A., as successor administrative agent (in such capacity, the “Successor Administrative Agent”), to the Credit Agreement dated as of March 22, 2024 (as amended by that certain First Amendment Agreement, dated as of March 27, 2025, that certain Second Amendment Agreement, dated as of September 29, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among Holdings, the Borrower, the LENDERS party thereto, the Existing Administrative Agent and the Existing Collateral Agent.

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SECOND AMENDMENT

Execution Version

SECOND AMENDMENT (this “Amendment”), dated as of May 13, 2026, to the Credit Agreement dated as of September 6, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), by and among TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) (“RCS”) under number B153577 (“Holdings”), TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée),

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Execution Version

THIRD AMENDMENT

THIRD AMENDMENT (this “Amendment”), dated as of May 13, 2026, to the Credit Agreement dated as of January 17, 2025 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), by and among TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) (“RCS”) under number B153577 (“Holdings”), TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée), organized

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THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE SUPPORT EFFECTIVE DATE (AS DEFINED BELOW) ON THE TERMS DESCRIBED IN THIS RESTRUCTURING SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES TO THIS RESTRUCTURING SUPPORT AGREEMENT.

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