0000905148-16-001473 Sample Contracts

1,297,930,000 Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Securities Intermediary
Indenture • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This INDENTURE, dated as of March 1, 2016, is between MERCEDES-BENZ AUTO LEASE TRUST 2016-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 (in such capacity, the “Indenture Trustee”) and as securities intermediary (in such capacity, the “Securities Intermediary”).

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MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee 2016-A ADMINISTRATION AGREEMENT Dated as of March 1, 2016
Administration Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This 2016-A ADMINISTRATION AGREEMENT, dated as of March 1, 2016 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-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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DAIMLER TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of March 1, 2016
Trust Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 1, 2016 (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 2016-A $1,297,930,000 Asset Backed Notes Daimler Trust Leasing LLC (Depositor) Underwriting Agreement
Trust Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York
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ASSET REPRESENTATIONS REVIEW AGREEMENT MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of March...
Asset Representations Review Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of March 1, 2016, by and among MERCEDES-BENZ AUTO LEASE TRUST 2016-A, a Delaware statutory trust, (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA, a Delaware limited liability company, as servicer and administrator (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 FINANCIAL SERVICES USA LLC, as Servicer and as Lender, DAIMLER TRUST, as Titling Trust, and DAIMLER TITLE CO., as Collateral Agent 2016-A SERVICING SUPPLEMENT Dated as of March 1, 2016 ____________________________
Collateral Agency Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This 2016-A SERVICING SUPPLEMENT, dated as of March 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “2016-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2016-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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TITLING TRUST ACCOUNT CONTROL AGREEMENT
Daimler Trust • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of March 1, 2016 (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...
Collateral Agency Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • Delaware

This 2016-A EXCHANGE NOTE SUPPLEMENT, dated as of March 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “2016-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 AUTO LEASE TRUST 2016-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of March 1,...
Collateral Account Control Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of March 1, 2016 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-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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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser FIRST-TIER SALE AGREEMENT Dated as of March 1, 2016
First-Tier Sale Agreement • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of March 1, 2016 (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 2016-A, as Purchaser SECOND-TIER SALE AGREEMENT Dated as of March 1, 2016
Daimler Trust • March 10th, 2016 • Mercedes-Benz Auto Lease Trust 2016-A • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of March 1, 2016 (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 2016-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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