0001140361-17-016392 Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2017-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This INDENTURE, dated as of April 1, 2017, is between MERCEDES-BENZ AUTO LEASE TRUST 2017-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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AMENDED AND RESTATED TRUST AGREEMENT Dated as of April 1, 2017
Trust Agreement • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2017 (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 2017-A
Trust Agreement • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York
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ASSET REPRESENTATIONS REVIEW AGREEMENT MERCEDES-BENZ AUTO LEASE TRUST 2017-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Asset Representations Review Agreement • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of April 1, 2017, by and among MERCEDES-BENZ AUTO LEASE TRUST 2017-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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Contract
Daimler Trust • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York
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MERCEDES-BENZ AUTO LEASE TRUST 2017-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This 2017-A ADMINISTRATION AGREEMENT, dated as of April 1, 2017 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2017-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, 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 • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • Delaware

This 2017-A EXCHANGE NOTE SUPPLEMENT, dated as of April 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “2017-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 Seller,
Sale Agreement • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of April 1, 2017 (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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as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2017-A, as Purchaser
Daimler Trust • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of April 1, 2017 (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 2017-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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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 • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This 2017-A SERVICING SUPPLEMENT, dated as of April 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “2017-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2017-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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MERCEDES-BENZ AUTO LEASE TRUST 2017-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 • April 21st, 2017 • Mercedes-Benz Auto Lease Trust 2017-A • Asset-backed securities • New York

This 2017-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of April 1, 2017 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2017-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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