Mercedes-Benz Auto Lease Trust 2025-B Sample Contracts
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 Supplement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B SERVICING SUPPLEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “2025-B Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2025-B 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, a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).
FIRST-TIER SALE AGREEMENT Dated as of October 1, 2025First-Tier Sale Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This FIRST-TIER SALE AGREEMENT, dated as of October 1, 2025 (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 AUTO LEASE TRUST 2025-B, 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 • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2025 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B (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 TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2025 (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”).
ASSET BACKED NOTES MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeIndenture • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This INDENTURE, dated as of October 1, 2025, is between MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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 Auto Lease Trust 2025-B Asset Backed Notes Mercedes-Benz Trust Leasing LLC (Depositor) Underwriting AgreementUnderwriting Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations ReviewerAsset Representations Review Agreement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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”).
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 • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This TITLING TRUST ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2025 (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”).
FIRST-TIER SALE AGREEMENT Dated as of October 1, 2025First-Tier Sale Agreement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This FIRST-TIER SALE AGREEMENT, dated as of October 1, 2025 (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 TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as PurchaserSecond-Tier Sale Agreement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This SECOND-TIER SALE AGREEMENT, dated as of October 1, 2025 (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 2025-B, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).
MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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 • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2025 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B (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”).
Contract2025-B Exchange Note Supplement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • Delaware
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 • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This TITLING TRUST ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2025 (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 TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as PurchaserSecond-Tier Sale Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This SECOND-TIER SALE AGREEMENT, dated as of October 1, 2025 (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 2025-B, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).
MERCEDES-BENZ TRUST LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2025 (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 FINANCIAL SERVICES USA LLC, as Servicer and as Lender, MERCEDES- BENZ VEHICLE TRUST, as Titling Trust, and COLLATERAL TITLE CO., as Collateral AgentServicing Supplement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B SERVICING SUPPLEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “2025-B Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2025-B 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, a Delaware statutory trust (the “Titling Trust”), and COLLATERAL TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).
Contract2025-B Exchange Note Supplement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • Delaware
MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeAdministration Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B ADMINISTRATION AGREEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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 2025-B, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations ReviewerAsset Representations Review Agreement • October 20th, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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”).
MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeAdministration Agreement • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This 2025-B ADMINISTRATION AGREEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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”).
ASSET BACKED NOTES MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeIndenture • October 22nd, 2025 • Mercedes-Benz Auto Lease Trust 2025-B • Asset-backed securities • New York
This INDENTURE, dated as of October 1, 2025, is between MERCEDES-BENZ AUTO LEASE TRUST 2025-B, 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”).