1,034,000,000 Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeIndenture • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This INDENTURE, dated as of May 1, 2023, is between MERCEDES-BENZ AUTO LEASE TRUST 2023-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”), a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).
MERCEDES-BENZ TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ 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”).
MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeAdministration Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This 2023-A ADMINISTRATION AGREEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank Trust Co.”), as indenture trustee (the “Indenture Trustee”).
Mercedes-Benz Auto Lease Trust 2023-A $1,034,000,000.00 Asset Backed Notes Mercedes-Benz Trust Leasing LLC (Depositor) Underwriting AgreementTrust Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
FIRST-TIER SALE AGREEMENT Dated as of May 1, 2023Sale Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This FIRST-TIER SALE AGREEMENT, dated as of May 1, 2023 (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 MERCEDES-BENZ TRUST LEASING LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
MERCEDES-BENZ VEHICLE TRUST, as Borrower, U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, COLLATERAL TITLE CO., as Collateral Agent, and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender and as ServicerCollateral Agency Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • Delaware
This SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory 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”), and COLLATERAL TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral AgentServicing Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, dated as of May 1, 2023 (as amended, restated, supplemented with respect to a particular Reference Pool described herein or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer (in such capacity, the “Servicer”) and as Lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).
MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities IntermediaryControl Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This 2023-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of May 1, 2023 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (in such capacity, the “Indenture Trustee”), as secured party (in such capacity, the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral AgentCollateral Agency Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This 2023-A SERVICING SUPPLEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “2023-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2023-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”), MERCEDES-BENZ VEHICLE TRUST (as successor by merger to Daimler Trust), a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO. (formerly known (prior to February 1, 2023) as Daimler Title Co.), a Delaware corporation, as collateral agent (the “Collateral Agent”).
U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, COLLATERAL TITLE CO., as Collateral Agent, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender and as Servicer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeCollateral Agency Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • Delaware
This 2023-A EXCHANGE NOTE SUPPLEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “2023-A Exchange Note Supplement”), is among MERCEDES-BENZ VEHICLE 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”), COLLATERAL TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).
MERCEDES-BENZ VEHICLE TRUST, as Initial Secured Party, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities IntermediaryControl Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This TITLING TRUST CONTROL AGREEMENT, dated as of May 1, 2023 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ VEHICLE TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank”), as indenture trustee (in such capacity, the “Indenture Trustee”) and as secured party (in such capacity, the “Assignee-Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).
MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations ReviewerReview Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2023-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”).
