Mercedes-Benz Auto Lease Trust 2021-A Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This INDENTURE, dated as of January 1, 2021, is between MERCEDES-BENZ AUTO LEASE TRUST 2021-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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DAIMLER TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
Trust Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2021 (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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

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MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This 2021-A ADMINISTRATION AGREEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”).

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Mercedes-Benz Auto Lease Trust 2021-A Asset Backed Notes Daimler Trust Leasing LLC (Depositor) Underwriting Agreement
Underwriting Agreement • January 22nd, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York
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FIRST-TIER SALE AGREEMENT Dated as of January 1, 2021
Sale Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of January 1, 2021 (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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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...
Titling Trust Agreement • February 6th, 2023 • Mercedes-Benz Auto Lease Trust 2021-A • 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 Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of January 1, 2021 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among DAIMLER TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as indenture trustee (in such capacity, the “Indenture Trustee”) and as secured party (in such capacity, the “Assignee-Secured Party”), and U.S. BANK, as securities intermediary (the “Securities Intermediary”).

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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 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Collateral Agency Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • Delaware

This 2021-A EXCHANGE NOTE SUPPLEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “2021-A 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (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
Collateral Agency Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This 2021-A SERVICING SUPPLEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “2021-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2021-A 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 2021-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities • New York

This 2021-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of January 1, 2021 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK 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”).

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MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Asset Representations Review Agreement • January 29th, 2021 • Mercedes-Benz Auto Lease Trust 2021-A • Asset-backed securities

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-A, 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 CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

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AGREEMENT OF MERGER
Agreement of Merger • February 6th, 2023 • Mercedes-Benz Auto Lease Trust 2021-A • 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 • February 6th, 2023 • Mercedes-Benz Auto Lease Trust 2021-A • 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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