Common use of WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY Clause in Contracts

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures 9 Section 4.10. Table of Contents and Headings 10 Section 4.11. Limitation of Liability 10 This 2023-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1, 2023 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 20232012-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May March 1, 2023 2012 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232012-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 7 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 8 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 This 20232024-A B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May September 1, 2023 2024 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232024-A B (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 This 20232018-A B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May November 1, 2023 2018 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232018-A B (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 This 20232020-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May January 1, 2023 2020 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232020-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 This 20232018-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May January 1, 2023 2018 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232018-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures 9 Section 4.10. Table of Contents and Headings 10 Section 4.11. Limitation of Liability 10 This 20232020-A B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May September 1, 2023 2020 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232020-A B (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 20232016-A B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May October 1, 2023 2016 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232016-A B (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 20232017-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May April 1, 2023 2017 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232017-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 20232013-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May April 1, 2023 2013 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232013-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 2023-A 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1[____ _], 2023 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-A 20[__]-[__] (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION[__________________________], as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION[__________________________], as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 20232015-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May January 1, 2023 2015 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20232015-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 5 Section 3.02. Additional Representations and Warranties 6 ARTICLE FOUR MISCELLANEOUS SECTION Section 4.01. GOVERNING LAW 7 Section 4.02. WAIVER OF JURY TRIAL 7 Section 4.03. Conflict with Other Agreements 7 Section 4.04. Amendments 8 Section 4.05. Successors and Assigns 8 Section 4.06. Notices 8 Section 4.07. Termination 9 Section 4.08. No Petition 9 Section 4.09. Counterparts; Electronic Signatures Counterparts 9 Section 4.10. Table of Contents and Headings 10 9 Section 4.11. Limitation of Liability 10 9 This 2023-A 20[__]-[_] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1[_______ _], 2023 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-A 20[__]-[_] (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION[●], as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION[●], as securities intermediary (the “Securities Intermediary”).