Daimler Trust Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 201_-[__], as Issuer, and [_______________], as Indenture Trustee
Indenture • January 21st, 2016 • Daimler Trust • Asset-backed securities • New York

This INDENTURE, dated as of [_______________], is between MERCEDES-BENZ AUTO LEASE TRUST 201_-[__], a Delaware statutory trust (the “Issuer”), and [_______________], a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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AMENDED AND RESTATED TRUST AGREEMENT Dated as of [______ __], 20[__]
Trust Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [______ __], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ TRUST LEASING LLC, a Delaware limited liability company, as transferor (the “Transferor”), and [●], a [●], as trustee (the “Owner Trustee”).

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Mercedes-Benz Auto Lease Trust 20[__]-[_] Asset Backed Notes Mercedes-Benz Trust Leasing LLC (Depositor) Underwriting Agreement
Underwriting Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York
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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and as Indenture Trustee
Administration Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[_] ADMINISTRATION AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and [●], as indenture trustee (the “Indenture Trustee”).

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DAIMLER TRUST LEASING LLC, as Transferor, and as Owner Trustee FORM OF AMENDED AND RESTATED TRUST AGREEMENT Dated as of [_____], 201[__]
Trust Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [_____], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUST LEASING LLC, a Delaware limited liability company, as transferor (the “Transferor”), and [_____________], a national banking association, as trustee (the “Owner Trustee”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and as Indenture Trustee 20[__]-[__] FORM OF ADMINISTRATION AGREEMENT Dated as of [____ _], 20[__]
Administration Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[__] ADMINISTRATION AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and [__________________________], as indenture trustee (the “Indenture Trustee”).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, DAIMLER TRUST, as Titling Trust, and DAIMLER TITLE CO., as Collateral Agent FORM OF 201[__]-[__] SERVICING SUPPLEMENT Dated as of [____ __], 201[__] ____________________________
Servicing Supplement • February 10th, 2016 • Daimler Trust • Asset-backed securities • New York

This 201[__]-[__] SERVICING SUPPLEMENT, dated as of [____ __], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “201[__]-[__] Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 201[__]-[__] Reference Pool referred to herein (in such capacity, the “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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AMENDED AND RESTATED TRUST AGREEMENT of MERCEDES-BENZ VEHICLE TRUST a Delaware statutory trust dated as of January 31, 2023 among MERCEDES-BENZ FINANCIAL SERVICES USA LLC as Titling Trust Administrator, MERCEDES-BENZ TRUST HOLDINGS LLC, as Initial...
Trust Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 31, 2023 and effective as of 11:01 p.m. Eastern Time (the “Agreement”), of MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (the “Titling Trust”), among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as titling trust administrator (in such capacity, the “Titling Trust Administrator”), MERCEDES-BENZ TRUST HOLDINGS LLC, a Delaware limited liability company (“Holdings”), as initial beneficiary (in such capacity, the “Initial Beneficiary”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation (“BNYMTD”), as trustee (solely in such capacity, and not individually, the “Trustee”).

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DAIMLER TRUST, as Borrower, U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, DAIMLER TITLE CO., as Collateral Agent, and DCFS USA LLC, as Lender and as Servicer AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT Dated as of March 1, 2009
Collateral Agency Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • Delaware

This AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of March 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among DAIMLER TRUST, a Delaware statutory trust, as borrower (the “Borrower”), DCFS USA LLC, a Delaware limited liability company (“DCFS USA”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as administrative agent and not in its individual capacity (the “Administrative Agent”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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DAIMLER TRUST, as Borrower, U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, DAIMLER TITLE CO., as Collateral Agent, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender and as Servicer, and [______________________], as Indenture Trustee...
Exchange Note Supplement • January 21st, 2016 • Daimler Trust • Asset-backed securities • Delaware

This 201[__]-[__] EXCHANGE NOTE SUPPLEMENT, dated as of [_____ __], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “201[__]-[__] Exchange Note Supplement”), is among DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), as borrower (the “Borrower”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as administrative agent and not in its individual capacity (the “Administrative Agent”), DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”), and [______________________], a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

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DCFS USA LLC, as Servicer and as Lender, DAIMLER TRUST, as Titling Trust, and DAIMLER TITLE CO., as Collateral Agent AMENDED AND RESTATED SERVICING AGREEMENT Dated as of March 1, 2009
Servicing Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • New York

This AMENDED AND RESTATED SERVICING AGREEMENT, dated as of March 1, 2009 (as amended, restated, supplemented with respect to a particular Reference Pool described herein or otherwise modified from time to time, this “Agreement”), is among DCFS USA LLC, a Delaware limited liability company (“DCFS USA”), as servicer (in such capacity, the “Servicer”) and as Lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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MERCEDES-BENZ VEHICLE TRUST, as Borrower, U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, COLLATERAL TITLE CO., as Collateral Agent, MERCEDES- BENZ FINANCIAL SERVICES USA LLC, as Lender and as Servicer, and as Indenture Trustee
Exchange Note Supplement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware

This 20[__]-[_] EXCHANGE NOTE SUPPLEMENT, dated as of [______ __], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “20[__]-[_] Exchange Note Supplement”), is among MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (the “Titling Trust”), as borrower (the “Borrower”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as administrative agent and not in its individual capacity (the “Administrative Agent”), COLLATERAL TITLE CO., a Delaware corporation (formerly known as Daimler Title Co.), as collateral agent (the “Collateral Agent”), and [●], a [●], as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

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as Assignee-Secured Party, and [_______________________________], as Securities Intermediary FORM OF TITLING TRUST ACCOUNT CONTROL AGREEMENT Dated as of [_____ _], 201[__]
Control Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of [_____ _], 201[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among DAIMLER TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), [_______________________________] (“[_____]”), as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and [_____], as securities intermediary (the “Securities Intermediary”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and as Asset Representations Reviewer
Asset Representations Review Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], a Delaware statutory trust (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company, as servicer and administrator (in such capacities, the “Servicer” and the “Administrator”, respectively) and [●], a [●], (the “Asset Representations Reviewer”).

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FIRST-TIER SALE AGREEMENT Dated as of [_______ _], 20[__]
First-Tier Sale Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as seller (the “Seller”), and MERCEDES-BENZ TRUST LEASING LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser FORM OF FIRST-TIER SALE AGREEMENT Dated as of [____ _], 20[__]
First-Tier Sale Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company (“MBFS USA”), as seller (the “Seller”), and Daimler Trust Leasing LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

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MERCEDES-BENZ TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], as Purchaser
Second-Tier Sale Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ TRUST LEASING LLC, a Delaware limited liability company, as seller (the “Seller”), and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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DAIMLER TRUST, as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary
Control Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among DAIMLER TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), [●] (“[●]”), as indenture trustee (in such capacity, the “Indenture Trustee”) and as secured party (in such capacity, the “Assignee-Secured Party”), and [●], as securities intermediary (the “Securities Intermediary”).

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DAIMLER TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Purchaser FORM OF SECOND-TIER SALE AGREEMENT Dated as of [____ _], 20[__]
Second-Tier Sale Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUST LEASING LLC, a Delaware limited liability company, as seller (the “Seller”), and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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ASSET REPRESENTATIONS REVIEW AGREEMENT MERCEDES-BENZ AUTO LEASE TRUST 201[_]-[_],
Asset Representations Review Agreement • February 10th, 2016 • Daimler Trust • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this "Agreement"), entered into as of [______] 1, 201[_], by and among MERCEDES-BENZ AUTO LEASE TRUST 201[_]-[_], a Delaware statutory trust, (the "Issuer"), MERCEDES-BENZ FINANCIAL SERVICES USA, a Delaware limited liability company, as servicer and administrator (the "Servicer" and the "Administrator" respectively), [_______________], a national banking association, as indenture trustee and not in its individual capacity (the "Indenture Trustee") and [______________________], a [___________________], (the "Asset Representations Reviewer").

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AGREEMENT OF MERGER
Merger Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware

WHEREAS, the Target Trust was formed on June 18, 2007 as a statutory trust under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code) (the “Act”) and is governed by a Second Amended And Restated Trust Agreement, dated as of April 1, 2008 (as amended, supplemented or otherwise modified to date, the “Target Trust Agreement”), among the Initial Beneficiary, the Trustee and Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as Titling Trust Administrator;

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ASSUMPTION AGREEMENT OF MERCEDES-BENZ VEHICLE TRUST
Assumption Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • New York

This Assumption Agreement of Mercedes-Benz Vehicle Trust (this “Assumption Agreement”), dated as of January 31, 2023, is entered into by and among MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (“MBVT”), MERCEDES-BENZ TRUST HOLDINGS LLC (formerly known as, “Daimler Trust Holdings LLC”), a Delaware limited lability company (“Holdings”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), and is accepted by each of the other parties set forth on the signature pages hereto.

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Issuer, MERCEDES BENZ FINANCIAL SERVICES USA LLC, as Administrator, and as Indenture Trustee
Administration Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[__] ADMINISTRATION AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and [__________________________], as indenture trustee (the “Indenture Trustee”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DAIMLER TRUST LEASING LLC (a Delaware Limited Liability Company) Dated as of March 25, 2009 by DCFS USA LLC, as Member
Limited Liability Company Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, is made and entered into as of March 25, 2009 (as amended, restated, supplemented or otherwise modified, this “Agreement”), by DCFS USA LLC (“DCFS USA”), as the sole member (the “Member”) of DAIMLER TRUST LEASING LLC (the “Company”) and by Kevin P. Burns and Bernard J. Angelo, as the Independent Managers (as defined herein).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
Servicing Supplement • February 22nd, 2019 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[_] SERVICING SUPPLEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “20[__]-[_] Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 20[__]-[_] Reference Pool referred to herein (in such capacity, the “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary FORM OF 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of [____ _], 20[__]
Collateral Account Control Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__] (the “Issuer”), as initial secured party (the “Initial Secured Party”), [__________________________], as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and [__________________________], as securities intermediary (the “Securities Intermediary”).

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MERCEDES BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, DAIMLER TRUST, as Titling Trust, and DAIMLER TITLE CO., as Collateral Agent FORM OF 201[__]-[__] SERVICING SUPPLEMENT Dated as of [____ __], 201[__]
Servicing Supplement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York

This 201[__]-[__] SERVICING SUPPLEMENT, dated as of [____ __], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “201[__]-[__] Servicing Supplement”), is among MERCEDES BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 201[__]-[__] Reference Pool referred to herein (in such capacity, the “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_],
Control Agreement • February 22nd, 2019 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[_] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_] (the “Issuer”), as initial secured party (the “Initial Secured Party”), [●], as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee‑Secured Party”), and [●], as securities intermediary (the “Securities Intermediary”).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
Servicing Supplement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[_] SERVICING SUPPLEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “20[__]-[_] Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 20[__]-[_] Reference Pool referred to herein (in such capacity, the “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_], as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary
Collateral Account Control Agreement • June 17th, 2022 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[_] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of [_______ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[_] (the “Issuer”), as initial secured party (the “Initial Secured Party”), [●], as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and [●], as securities intermediary (the “Securities Intermediary”).

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MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary
Control Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • New York

This 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__] (the “Issuer”), as initial secured party (the “Initial Secured Party”), [__________________________], as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and [__________________________], as securities intermediary (the “Securities Intermediary”).

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AMENDMENT TO SECOND AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • Delaware

This AMENDMENT TO SECOND AMENDED AND RESTATED TRUST AGREEMENT (this “Amendment”), dated as of March 1, 2009, is entered into among DAIMLER TRUST HOLDINGS LLC, a Delaware limited liability company (“Holdings”), as Initial Beneficiary (the “Initial Beneficiary”), DCFS USA LLC (“DCFS USA”), as Titling Trust Administrator (the “Titling Trust Administrator”), and BNY MELLON TRUST OF DELAWARE (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), as Trustee (the “Titling Trustee”), and amends the Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among the parties hereto.

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INTERCREDITOR AGREEMENT dated and effective as of August 1, 2007 among DCFS USA LLC, as Titling Trust Administrator and as an Interest Holder, DAIMLER TRUST, as Titling Trust, DAIMLER TRUST HOLDINGS LLC, as the Initial Beneficiary, as a Multiple-Use...
Intercreditor Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • New York

INDEX OF DEFINED TERMS —A— Agreement Preamble —B— Bankruptcy Code Section 1.1 Beneficial Interest Section 1.1 BONY Recitals —C— Certificate Recitals —D— Daimler Commercial Specified Interest Recitals Daimler Commercial Specified Interest Certificate Recitals Daimler Retail Specified Interest Recitals Daimler Retail Specified Interest Certificate Recitals DCFS USA Preamble Designated Rating Agency 0 —E— Existing Party Section 3.1(a) —H— Holdings Preamble Holdings LLC Agreement Recitals —I— Initial Beneficiary Preamble Initial Daimler Specified Interest Certificates Recitals Initial Daimler Specified Interests Recitals Interest Holder Recitals Interim Trust Agreement Recitals —J— Joinder Agreement Section 1.1 —M— Multiple-Use SP Section 1.1 —O— Other Assets, Rights and Interests Section 2.1(b ) —P— Person Section 1.1 —R— Registered Pledgee Section 1.1 Related Assets, Rights and Interests Section 2.1(b) Related Specified Assets Section 1.1 —S— Securities Recitals Series Recitals Servicer

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