Form of Underwriting Agreement Mercedes-Benz Auto Lease Trust 201[__]-[__] Asset Backed Notes Daimler Trust Leasing LLC (Depositor)Underwriting Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
DAIMLER TRUST LEASING LLC, as Transferor, and as Owner Trustee FORM OF AMENDED AND RESTATED TRUST AGREEMENT Dated as of [_____], 201[__]Trust Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [_____], 201[__] (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 [_____________], a national banking association, as trustee (the “Owner Trustee”).
MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, and as Indenture Trustee 20[__]-[__] FORM OF ADMINISTRATION AGREEMENT Dated as of [____ _], 20[__]Administration Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This 20[__]-[__] ADMINISTRATION AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and [__________________________], as indenture trustee (the “Indenture Trustee”).
as Assignee-Secured Party, and [_______________________________], as Securities Intermediary FORM OF TITLING TRUST ACCOUNT CONTROL AGREEMENT Dated as of [_____ _], 201[__]Daimler Trust • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This TITLING TRUST CONTROL AGREEMENT, dated as of [_____ _], 201[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among DAIMLER TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), [_______________________________] (“[_____]”), as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and [_____], as securities intermediary (the “Securities Intermediary”).
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 as Indenture Trustee FORM OF 201[__]-[__]...Collateral Agency Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • Delaware
This 201[__]-[__] EXCHANGE NOTE SUPPLEMENT, dated as of [_____ __], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “201[__]-[__] 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 [______________________], a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller, and DAIMLER TRUST LEASING LLC, as Purchaser FORM OF FIRST-TIER SALE AGREEMENT Dated as of [____ _], 20[__]Sale Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This FIRST-TIER SALE AGREEMENT, dated as of [____ _], 20[__] (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”).
MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Initial Secured Party, as Assignee-Secured Party, and as Securities Intermediary FORM OF 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of [____ _], 20[__]Control Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This 20[__]-[__] COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of [____ _], 20[__] (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__] (the “Issuer”), as initial secured party (the “Initial Secured Party”), [__________________________], as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee-Secured Party”), and [__________________________], as securities intermediary (the “Securities Intermediary”).
DAIMLER TRUST LEASING LLC, as Seller, and MERCEDES-BENZ AUTO LEASE TRUST 20[__]-[__], as Purchaser FORM OF SECOND-TIER SALE AGREEMENT Dated as of [____ _], 20[__]Daimler Trust • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This SECOND-TIER SALE AGREEMENT, dated as of [____ _], 20[__] (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 20[__]-[__], a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).
MERCEDES BENZ FINANCIAL SERVICES USA LLC, as Servicer and as Lender, DAIMLER TRUST, as Titling Trust, and DAIMLER TITLE CO., as Collateral Agent FORM OF 201[__]-[__] SERVICING SUPPLEMENT Dated as of [____ __], 201[__]Titling Trust Agreement • February 20th, 2015 • Daimler Trust • Asset-backed securities • New York
This 201[__]-[__] SERVICING SUPPLEMENT, dated as of [____ __], 201[__] (as amended, restated, supplemented or otherwise modified from time to time, this “201[__]-[__] Servicing Supplement”), is among MERCEDES BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 201[__]-[__] 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”).
Asset Backed Notes MERCEDES-BENZ AUTO LEASE TRUST 201_-[__], as Issuer, and as Indenture TrusteeDaimler Trust • February 20th, 2015 • Asset-backed securities • New York
This INDENTURE, dated as of [_______________], is between MERCEDES-BENZ AUTO LEASE TRUST 201_-[__], a Delaware statutory trust (the “Issuer”), and [_______________], a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).
