0001140361-23-024809 Sample Contracts

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 Trustee
Indenture • 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”).

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MERCEDES-BENZ TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
Trust 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”).

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Mercedes-Benz Auto Lease Trust 2023-A $1,034,000,000.00 Asset Backed Notes Mercedes-Benz Trust Leasing LLC (Depositor) Underwriting Agreement
Underwriting Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York
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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 Trustee
Administration 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”).

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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 Servicer
Collateral 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”).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral Agent
Servicing 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”).

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FIRST-TIER SALE AGREEMENT Dated as of May 1, 2023
First-Tier Sale 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”).

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral Agent
Servicing Supplement • 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”).

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MERCEDES-BENZ TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2023-A, as Purchaser
Second-Tier Sale Agreement • May 15th, 2023 • Mercedes-Benz Auto Lease Trust 2023-A • Asset-backed securities • New York

This SECOND-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 TRUST LEASING LLC, a Delaware limited liability company, as seller (the “Seller”), and MERCEDES-BENZ AUTO LEASE TRUST 2023-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

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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 Trustee
2023-a Exchange Note Supplement • 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”).

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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 Intermediary
Control 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”).

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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 Reviewer
Asset Representations Review 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”).

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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 Intermediary
Control 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”).

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