0000905148-12-000534 Sample Contracts

DAIMLER TRUST LEASING LLC, as Transferor, and as Owner Trustee FORM OF AMENDED AND RESTATED TRUST AGREEMENT Dated as of [_____], 201[__]
Trust Agreement • February 17th, 2012 • 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 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[__]
Collateral Agency Agreement • February 17th, 2012 • 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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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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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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DAIMLER TRUST, as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary FORM OF TITLING TRUST ACCOUNT CONTROL AGREEMENT Dated as of [_____ _], 201[__]
Daimler Trust • February 17th, 2012 • 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 FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser FORM OF FIRST-TIER SALE AGREEMENT Dated as of [____ _], 20[__]
Sale Agreement • February 17th, 2012 • 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 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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DAIMLER TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Purchaser
Daimler Trust • February 17th, 2012 • 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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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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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
Daimler Trust, • February 17th, 2012 • 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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Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 201_-[__], as Issuer, and as Indenture Trustee
Daimler Trust • February 17th, 2012 • 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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SECOND AMENDED AND RESTATED TRUST AGREEMENT of DAIMLER TRUST a Delaware statutory trust dated as of April 1, 2008 among DCFS USA LLC as Titling Trust Administrator, DAIMLER TRUST HOLDINGS LLC, as Initial Beneficiary and BNYM (DELAWARE) (f/k/a THE BANK...
Trust Agreement • February 17th, 2012 • Daimler Trust • Asset-backed securities • Delaware

DCFS USA has established the Titling Trust pursuant to a Trust Agreement, dated and effective as of June 18, 2007 (the “Interim Trust Agreement”). The Interim Trust Agreement was amended and restated pursuant to the Amended and Restated Trust Agreement, dated as of August 1, 2007 (the “First Amended Trust Agreement”), between DCFS USA, as Initial Beneficiary and as Titling Trust Administrator, and the Trustee. Contemporaneously with such amendment and restatement, the Titling Trust issued to DCFS USA certain certificates (collectively referred to as the “Initial Specified Interest Certificates”) representing the entire Beneficial Interest in the Specified Interests designed as the Daimler Commercial Specified Interest and the Daimler Retail Specified Interest. Immediately thereafter, DCFS USA transferred, as a capital contribution, to Holdings, inter alia, all of DCFS USA’s right, title and interest (1) in, to and under the Initial Specified Interest Certificates and (2) as Initial Ben

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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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