0001140361-19-001596 Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2019-A, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This INDENTURE, dated as of January 1, 2019, is between MERCEDES-BENZ AUTO LEASE TRUST 2019-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,
Trust Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2019 (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 2019-A
Underwriting Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York
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MERCEDES-BENZ AUTO LEASE TRUST 2019-A,
Administration Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This 2019-A ADMINISTRATION AGREEMENT, dated as of January 1, 2019 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2019-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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MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
Servicing Supplement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This 2019-A SERVICING SUPPLEMENT, dated as of January 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “2019-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2019-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 2019-A,
Asset Representations Review Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2019-A, a Delaware statutory trust (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company, as servicer and administrator (in such capacities, 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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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 Trustee
2019-a Exchange Note Supplement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • Delaware

This 2019-A EXCHANGE NOTE SUPPLEMENT, dated as of January 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “2019-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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DAIMLER TRUST,
Control Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This TITLING TRUST CONTROL AGREEMENT, dated as of January 1, 2019 (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”) and 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,
First-Tier Sale Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This FIRST-TIER SALE AGREEMENT, dated as of January 1, 2019 (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 2019-A,
Collateral Account Control Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This 2019-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of January 1, 2019 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2019-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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as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2019-A, as Purchaser
Second-Tier Sale Agreement • January 25th, 2019 • Mercedes-Benz Auto Lease Trust 2019-A • Asset-backed securities • New York

This SECOND-TIER SALE AGREEMENT, dated as of January 1, 2019 (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 2019-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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