0000905148-13-001090 Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2013-B, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This INDENTURE, dated as of November 1, 2013, is between MERCEDES-BENZ AUTO LEASE TRUST 2013-B, 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 AMENDED AND RESTATED TRUST AGREEMENT Dated as of November 1, 2013
Trust Agreement • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2013 (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 2013-B Asset Backed Notes Daimler Trust Leasing LLC (Depositor) Underwriting Agreement November 20, 2013
Trust Agreement • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York
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MERCEDES-BENZ AUTO LEASE TRUST 2013-B, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This 2013-B ADMINISTRATION AGREEMENT, dated as of November 1, 2013 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2013-B, 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 2013-B, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2013-B COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of November...
Control Agreement • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This 2013-B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of November 1, 2013 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2013-B (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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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 • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This 2013-B SERVICING SUPPLEMENT, dated as of November 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “2013-B Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2013-B 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 Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary
Daimler Trust • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of November 1, 2013 (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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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser
First-Tier Sale Agreement • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This FIRST-TIER SALE AGREEMENT, dated as of November 1, 2013 (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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DAIMLER TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2013-B, as Purchaser
Daimler Trust • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • New York

This SECOND-TIER SALE AGREEMENT, dated as of November 1, 2013 (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 2013-B, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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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...
Daimler Trust • November 25th, 2013 • Mercedes-Benz Auto Lease Trust 2013-B • Delaware

This 2013-B EXCHANGE NOTE SUPPLEMENT, dated as of November 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “2013-B 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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