Mercedes-Benz Auto Lease Trust 2024-A Sample Contracts

FIRST-TIER SALE AGREEMENT Dated as of May 1, 2024
Sale Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of May 1, 2024 (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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FIRST-TIER SALE AGREEMENT Dated as of May 1, 2024
Sale Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of May 1, 2024 (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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ASSET BACKED NOTES MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This INDENTURE, dated as of May 1, 2024, is between MERCEDES-BENZ AUTO LEASE TRUST 2024-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”), a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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MERCEDES-BENZ TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
Trust Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2024 (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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Review Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-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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MERCEDES-BENZ TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
Trust Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2024 (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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Review Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-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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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1, 2024 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-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”).

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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 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Collateral Agency Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • Delaware

This 2024-A EXCHANGE NOTE SUPPLEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “2024-A 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, as collateral agent (the “Collateral Agent”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A ADMINISTRATION AGREEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank Trust Co.”), as indenture trustee (the “Indenture Trustee”).

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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 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Collateral Agency Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • Delaware

This 2024-A EXCHANGE NOTE SUPPLEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “2024-A 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, as collateral agent (the “Collateral Agent”), and U.S. BANK TRUST COMPANY, 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, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral Agent
Collateral Agency Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A SERVICING SUPPLEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “2024-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2024-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”), MERCEDES-BENZ VEHICLE TRUST (as successor by merger to Daimler Trust), a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO. (formerly known (prior to February 1, 2023) as Daimler Title Co.), a Delaware corporation, as collateral agent (the “Collateral Agent”).

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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1, 2024 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-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”).

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MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A ADMINISTRATION AGREEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank Trust Co.”), as indenture trustee (the “Indenture Trustee”).

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ASSET BACKED NOTES MERCEDES-BENZ AUTO LEASE TRUST 2024-A, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This INDENTURE, dated as of May 1, 2024, is between MERCEDES-BENZ AUTO LEASE TRUST 2024-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”), a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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MERCEDES-BENZ VEHICLE TRUST, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of May 1, 2024 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ VEHICLE TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, 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 NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

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MERCEDES-BENZ VEHICLE TRUST, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Control Agreement • May 29th, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of May 1, 2024 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ VEHICLE TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, 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 NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

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Mercedes-Benz Auto Lease Trust 2024-A Asset Backed Notes Mercedes-Benz Trust Leasing LLC (Depositor) Underwriting Agreement
Underwriting Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York
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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral Agent
Collateral Agency Agreement • May 21st, 2024 • Mercedes-Benz Auto Lease Trust 2024-A • Asset-backed securities • New York

This 2024-A SERVICING SUPPLEMENT, dated as of May 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “2024-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2024-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”), MERCEDES-BENZ VEHICLE TRUST (as successor by merger to Daimler Trust), a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO. (formerly known (prior to February 1, 2023) as Daimler Title Co.), a Delaware corporation, as collateral agent (the “Collateral Agent”).

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