UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



FORM
10-K



|(Mark

    One) |  |                                                                                             
|--------------- |  | --------------------------------------------------------------------------------------------
|☒               |  | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                |  | For
    the fiscal year ended: December 31, 2023                                            
|OR             
|☐               |  | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                |  | For
    the transition period from _________ to _________                                   

Commission
File Number of Issuing Entity: 333-266303-03Commission File Number of Depositor: 333-266303



|Mercedes-Benz
    Auto Receivables Trust 2023-2                                                                              
|-----------------------------------------------------------------------------------------------------------------------------
|(Exact
    name of Issuing Entity as specified in its charter)
    Central Index Key number of the Issuing Entity: 0001993977
|                                                                                                                             

|Mercedes-Benz
    Retail Receivables LLC                                                                           
|-------------------------------------------------------------------------------------------------------------------
|(Exact
    name of Depositor as specified in its charter)
    Central Index Key number of the Depositor: 0001463814
|                                                                                                                   

|Mercedes-Benz
    Financial Services USA LLC                                                                   
|---------------------------------------------------------------------------------------------------------------
|(Exact
    name of Sponsor as specified in its charter)
    Central Index Key number of the Sponsor: 0001540252
|                                                                                                               

|State
    of Delaware                                                |  | 93-6466167                              
|-------------------------------------------------------------------- |  | ----------------------------------------
|(State
    or Other Jurisdiction of Incorporation of issuing entity) |  | (I.R.S.
    Employer Identification No.)
|                                                                     |  |                                         
|35555
    W. Twelve Mile Rd., Suite 100, Farmington Hills, Michigan  |  | 48331                                   
|(Address
    of Principal Executive Offices of issuing entity)       |  | (Zip
    Code)                          



|(248)
    991-6700                                            
|--------------------------------------------------------------
|(Telephone
    number, including area code, of issuing entity)



Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

☒
Yes ☐ No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). ☒ Yes ☐ No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer ☐ | Accelerated
    filer ☐ | Non-accelerated
    filer ☒ | Smaller
    reporting company ☐
|----------------------------- | ----------------------- | --------------------------- | -------------------------------
|                              |                         |                             |                                
|Emerging
    growth company ☐ |                         |                             |                                
|                              |                         |                             |                                

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.       ☐



If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.      ☐



Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
     ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter. Not applicable












DOCUMENTS
INCORPORATED BY REFERENCE



List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.)
into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and
(3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders for the fiscal year ended December 24, 1980).
None



PART
I



| | Item
                          1B. | Unresolved
                                         Staff Comments.
| | ---------------------------------- | -------------------------------------------------------------------



Nothing
to report.



The
following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:



| | Item
                          1. | Business.
| | --------------------------------- | ---------



| | Item
                          1A. | Risk
                                         Factors.
| | ---------------------------------- | ------------------------------------------------------



| | Item
                          1B. | Cybersecurity.
| | ---------------------------------- | --------------



| | Item
                          2. | Properties.
| | --------------------------------- | -----------



| | Item
                          3. | Legal
                                         Proceedings.
| | --------------------------------- | -----------------------------------------------------------



| | Item
                          4. | Mine
                                         Safety Disclosures.
| | --------------------------------- | -----------------------------------------------------------------



PART
II



| | Item
                          9B. | Other
                                         Information.
| | ---------------------------------- | -----------------------------------------------------------



Nothing
to report.





The
following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:



| | Item
                          5. | Market
                                         for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
                                         of Equity Securities.
| | --------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Item
                          6. | [Reserved]
| | --------------------------------- | ----------



| | Item
                          7. | Management’s
                                         Discussion and Analysis of Financial Condition and Results of Operations.
| | --------------------------------- | -------------------------------------------------------------------------------------------------------------------------------



| | Item
                          7A. | Quantitative
                                         and Qualitative Disclosures About Market Risk.
| | ---------------------------------- | ----------------------------------------------------------------------------------------------------



| | Item
                          8. | Financial
                                         Statements and Supplementary Data.
| | --------------------------------- | -------------------------------------------------------------------------------------



| | Item
                          9. | Changes
                                         in and Disagreements with Accountants on Accounting and Financial Disclosure.
| | --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------



| | Item
                          9A. | Controls
                                         and Procedures.
| | ---------------------------------- | -----------------------------------------------------------------



Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections



PART
III



The
following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:



| | Item
                          10. | Directors,
                                         Executive Officers and Corporate Governance.
| | ---------------------------------- | ------------------------------------------------------------------------------------------------



| | Item
                          11. | Executive
                                         Compensation.
| | ---------------------------------- | ----------------------------------------------------------------



| | Item
                          12. | Security
                                         Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
| | ---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------



| | Item
                          13. | Certain
                                         Relationships and Related Transactions, and Director Independence.
| | ---------------------------------- | -------------------------------------------------------------------------------------------------------------------



| | Item
                          14. | Principal
                                         Accountant Fees and Services.
| | ---------------------------------- | --------------------------------------------------------------------------------



PURSUANT
TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K:



Item
1112(b) of Regulation AB. Significant Obligors of Pool Assets – Financial Information.



Nothing
to report.



Item
1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments – Financial
Information.



Nothing
to report.



Item
1115(b) of Regulation AB. Certain Derivatives Instruments – Financial Information.



Nothing
to report.



Item
1117 of Regulation AB. Legal Proceedings.



There
are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against the
Sponsor, the Depositor, U.S. Bank Trust Company, National Association (the “Indenture Trustee”), Wilmington
Trust, National Association (the “Owner Trustee”), the Issuing Entity, or any property thereof, that are material
to holders of the Asset Backed Notes issued by the Issuing Entity (the “Notes”), except to the extent set forth
below with respect to the Indenture Trustee.



The
Indenture Trustee has provided the information contained in the following five paragraphs for purposes of compliance with Regulation
AB:



U.S.
Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as
trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints, primarily
filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors
as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for
these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase
obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported
events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard
of care following alleged events of default.



U.S.
Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting
the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the
possible impact of these litigations on the trustee or the RMBS trusts.



On
March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities
backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank
National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three
other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is
captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS
(Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed
as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing
of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S.
Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.



U.S.
Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court
Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and
the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution
of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action
and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.



U.S.
Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer
in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious
defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.



Item
1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.



Information
required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.



Item
1122 of Regulation AB. Compliance with Applicable Servicing Criteria.



Each
of the Sponsor, in its capacity as Servicer, and the Indenture Trustee (together with the Sponsor in its capacity as Servicer,
each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function
during the reporting period with respect to the pool assets held by the Issuing Entity. Each Servicing Participant has completed
a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report
on Assessment”) as of December 31, 2023, and for the reporting period, which Reports on Assessment are attached as Exhibits
33.1 and 33.2 to this report on Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an
“Attestation Report”) by a registered independent public accounting firm on its Report on Assessment. The Attestation
Reports are attached as Exhibits 34.1 and 34.2 to this report on Form 10-K. The Report on Assessment prepared by the Indenture
Trustee and the Attestation Report provided by the Indenture Trustee did not identify any material instance of noncompliance with
the servicing criteria applicable to the Indenture Trustee. The Report on Assessment prepared by the Servicer and the Attestation
Report provided by the Servicer did not identify any material instance of noncompliance with the servicing criteria applicable
to the Servicer.



Item
1123 of Regulation AB. Servicing Compliance Statement.



The
Servicer has completed a statement of compliance with its obligations under the applicable servicing agreement (a “Compliance
Statement”) signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this
report on Form 10-K.



PART
IV



| | Item
                          15. | Exhibits
                                         and Financial Statement Schedules.
| | ---------------------------------- | ------------------------------------------------------------------------------------



| | (a) | The
                                         following documents are filed as part of this report
| | --- | -------------------------------------------------------------------------------------------------



| | (1) | Not
                                         applicable.
| | --- | --------------------------------------------------------



| | (2) | Not
                                         applicable.
| | --- | --------------------------------------------------------



| | (3) | See
                                         Item 15(b) below.
| | --- | --------------------------------------------------------------



| | (b) | Exhibits
                                         Required by Item 601 of Regulation S-K
| | --- | ----------------------------------------------------------------------------------------





|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1           |  | Underwriting
    Agreement, dated October 19, 2023, among Mercedes-Benz Retail Receivables LLC, Mercedes-Benz Financial Services USA LLC and
    BofA Securities, Inc., BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc.,, as representatives of the several
    underwriters named therein (included in Exhibit 1.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on October
    23, 2023, which is incorporated herein by reference).
|3.1           |  | Certificate
    of Formation of Mercedes-Benz Retail Receivables LLC (included in Exhibit 3.1 to the Registration Statement on Form SF-3 of
    Mercedes-Benz Retail Receivables LLC, No. 333-266303, as filed with the SEC on July 22, 2022, which is incorporated herein
    by reference).                                                                                                                                                                             
|3.2           |  | Limited Liability Company Agreement of Mercedes-Benz Retail Receivables LLC (included in Exhibit 3.2 to
the Form 8 K/A of Mercedes-Benz Auto Receivables Trust 2022-1 (cik: 0001951118), as filed with the SEC on November 18, 2022, which
is incorporated herein by reference).                                                                                                                                                                                          
|4.1           |  | Indenture,
    dated as of October 1, 2023, between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee
    (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is incorporated
    herein by reference).                                                                                                                                                             
|4.2           |  | Amended
    and Restated Trust Agreement, dated as of October 1, 2023, between Mercedes-Benz Retail Receivables LLC, as depositor, and
    Wilmington Trust, National Association, as owner trustee (included in Exhibit 4.2 to the Form 8-K of the Issuing Entity, as
    filed with the SEC on October 26, 2023, which is incorporated herein by reference).                                                                                                            
|10.1          |  | Sale
    and Servicing Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Retail Receivables LLC, and
    Mercedes-Benz Financial Services USA LLC, as seller and as servicer (included in Exhibit 10.1 to the Form 8-K of the Issuing
    Entity, as filed with the SEC on October 26, 2023, which is incorporated herein by reference).                                                                                                    
|10.2          |  | Receivables
    Purchase Agreement, dated as of October 1, 2023, between Mercedes-Benz Financial Services USA LLC, as seller, and Mercedes-Benz
    Retail Receivables LLC, as purchaser (included in Exhibit 10.2 to the Form 8-K of the Issuing Entity, as filed with the SEC
    on October 26, 2023, which is incorporated herein by reference).                                                                                                                      
|10.3          |  | Asset
    Representations Review Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Financial Services
    USA LLC, as administrator and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (included
    in Exhibit 10.3 to the Form 8-K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is incorporated herein
    by reference).                                                  
|10.4          |  | Administration
    Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Retail Receivables LLC, Mercedes-Benz
    Financial     Services USA LLC, as administrator, and U.S. Bank Trust Company, National Association, as indenture trustee
    (included in Exhibit     10.4 to the Form 8 K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is
    incorporated herein by reference).                                
|31.1          |  | Certification
    of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a-14(d)/15d-14(d) (Section 302 Certification).                                                                                                                                                                                                                                                                                                                             
|33.1          |  | Report
    on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                 
|33.2          |  | Report
    on Assessment of Compliance with Applicable Servicing Criteria for U.S. Bank Trust Company, National Association, as Indenture
    Trustee.                                                                                                                                                                                                                                                                                                                    
|34.1          |  | Attestation
    Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria relating to Mercedes-Benz Financial Services
    USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                   
|34.2          |  | Attestation
    Report of Ernst & Young LLP on Assessment of Compliance with Applicable Servicing Criteria relating to U.S. Bank Trust
    Company, National Association, as Indenture Trustee.                                                                                                                                                                                                                                                                           
|35.1          |  | Servicer
    Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                                               



(c)       Not
applicable.



| | Item
                          16. | Form
                                         10–K Summary
| | ---------------------------------- | ----------------------------------------------------------



Not
included.



SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.



No
annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to any security
holders or is presently anticipated to be furnished to security holders subsequent to the filing of this annual report on Form
10-K.



SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



| | Mercedes-Benz
Auto Receivables Trust 2023-2
| | -------------------------------------------
| | (Issuing
Entity)                           



| | By: | Mercedes-Benz
                                         Financial Services USA LLC
 (Servicer)
| | --- | ---------------------------------------------------------------------------------------------



| | By: | /s/
Christian Rottenkolber
| | --- | --------------------------



| | Name:
Christian Rottenkolber
| | ----------------------------



| | Title:
Vice President and Chief Financial Officer (senior officer in charge of the servicing function for the Servicer)
| | -----------------------------------------------------------------------------------------------------------------------



Dated:
March 20, 2024





EXHIBIT
INDEX



|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1           |  | Underwriting
    Agreement, dated October 19, 2023, among Mercedes-Benz Retail Receivables LLC, Mercedes-Benz Financial Services USA LLC and
    BofA Securities, Inc., BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc.,, as representatives of the several
    underwriters named therein (included in Exhibit 1.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on October
    23, 2023, which is incorporated herein by reference).
|3.1           |  | Certificate
    of Formation of Mercedes-Benz Retail Receivables LLC (included in Exhibit 3.1 to the Registration Statement on Form SF-3 of
    Mercedes-Benz Retail Receivables LLC, No. 333-266303, as filed with the SEC on July 22, 2022, which is incorporated herein
    by reference).                                                                                                                                                                             
|3.2           |  | Limited
    Liability Company Agreement of Mercedes-Benz Retail Receivables LLC (included in Exhibit 3.2 to the Form 8 K/A of the Mercedes-Benz
    Auto Receivables Trust 2022-1 (cik: 0001951118), as filed with the SEC on November 18, 2022, which is incorporated herein
    by reference).                                                                                                                                                                          
|4.1           |  | Indenture,
    dated as of October 1, 2023, between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee
    (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is incorporated
    herein by reference).                                                                                                                                                             
|4.2           |  | Amended
    and Restated Trust Agreement, dated as of October 1, 2023, between Mercedes-Benz Retail Receivables LLC, as Depositor, and
    Wilmington Trust, National Association, as owner trustee (included in Exhibit 4.2 to the Form 8-K of the Issuing Entity, as
    filed with the SEC on October 26, 2023, which is incorporated herein by reference).                                                                                                            
|10.1          |  | Sale
    and Servicing Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Retail Receivables LLC, and
    Mercedes-Benz Financial Services USA LLC, as seller and as servicer (included in Exhibit 10.1 to the Form 8-K of the Issuing
    Entity, as filed with the SEC on October 26, 2023, which is incorporated herein by reference).                                                                                                    
|10.2          |  | Receivables
    Purchase Agreement, dated as of October 1, 2023, between Mercedes-Benz Financial Services USA LLC, as seller, and Mercedes-Benz
    Retail Receivables LLC, as purchaser (included in Exhibit 10.2 to the Form 8-K of the Issuing Entity, as filed with the SEC
    on October 26, 2023, which is incorporated herein by reference).                                                                                                                      
|10.3          |  | Asset
    Representations Review Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Financial Services
    USA LLC, as administrator and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (included
    in Exhibit 10.3 to the Form 8-K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is incorporated herein
    by reference).                                                  
|10.4          |  | Administration
    Agreement, dated as of October 1, 2023, among the Issuing Entity, Mercedes-Benz Retail Receivables LLC, Mercedes-Benz Financial
    Services USA LLC, as administrator, and U.S. Bank Trust Company, National Association, as indenture trustee (included in Exhibit
    10.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on October 26, 2023, which is incorporated herein by reference).                                            
|31.1          |  | Certification
    of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a-14(d)/15d-14(d) (Section 302 Certification).                                                                                                                                                                                                                                                                                                                             
|33.1          |  | Report
    on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                 
|33.2          |  | Report
    on Assessment of Compliance with Applicable Servicing Criteria for U.S. Bank Trust Company, National Association, as Indenture
    Trustee.                                                                                                                                                                                                                                                                                                                    
|34.1          |  | Attestation
    Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria relating to Mercedes-Benz Financial Services
    USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                   
|34.2          |  | Attestation
    Report of Ernst & Young LLP on Assessment of Compliance with Applicable Servicing Criteria relating to U.S. Bank Trust
    Company, National Association, as Indenture Trustee.                                                                                                                                                                                                                                                                           
|35.1          |  | Servicer
    Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.