0000905148-12-000822 Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2012-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This INDENTURE, dated as of March 1, 2012, is between MERCEDES-BENZ AUTO LEASE TRUST 2012-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 • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 1, 2012 (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 FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser FIRST-TIER SALE AGREEMENT Dated as of March 1, 2012
First-Tier Sale Agreement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of March 1, 2012 (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 2012-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Collateral Account Control Agreement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This 2012-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of March 1, 2012 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2012-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

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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 • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of March 1, 2012 (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 (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and U.S. BANK, as securities intermediary (the “Securities Intermediary”).

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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 U.S. BANK NATIONAL ASSOCIATION, as Indenture...
2012-a Exchange Note Supplement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • Delaware

This 2012-A EXCHANGE NOTE SUPPLEMENT, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “2012-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
Servicing Supplement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This 2012-A SERVICING SUPPLEMENT, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “2012-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2012-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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DAIMLER TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2012-A, as Purchaser
Second-Tier Sale Agreement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of March 1, 2012 (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 2012-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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MERCEDES-BENZ AUTO LEASE TRUST 2012-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee 2012-A ADMINISTRATION AGREEMENT Dated as of March 1, 2012
2012-a Administration Agreement • March 29th, 2012 • Mercedes-Benz Auto Lease Trust 2012-A • Asset-backed securities • New York

This 2012-A ADMINISTRATION AGREEMENT, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2012-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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