Unassociated Document

APPENDIX A

USAGE AND DEFINITIONS

USAGE

The following rules of construction and usage are applicable to this Appendix and to any agreement that incorporates this Appendix and any certificate or other document made or delivered pursuant to any such agreement:

(a) All terms defined in this Appendix, unless otherwise defined in any agreement that incorporates this Appendix or any certificate or other document made or delivered pursuant to any such agreement, have the meanings assigned in this Appendix.

(b) Accounting terms not defined in this Appendix or in any such agreement, certificate or other document, and accounting terms partly defined in this Appendix or in any such agreement, certificate or other document, to the extent not defined, have the respective meanings given to them under International Financial Reporting Standards as in effect on the date of such agreement, certificate or other document. To the extent that the definitions of accounting terms in this Appendix or in any such agreement, certificate or other document are inconsistent with the meanings of such terms under International Financial Reporting Standards, the definitions contained in this Appendix or in any such agreement, certificate or other document will control.

(c) References to words such as “this Agreement”, “herein”, “hereof” and the like shall refer to an agreement that incorporates this Appendix as a whole and not to any particular part, Article or Section within such agreement. References in an agreement to “Article”, “Section”, “Exhibit”, “Schedule”, “subsection” or another subdivision or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, subsection or other subdivision of or an attachment to such agreement. The term “or” means “and/or” and the term “including” means “including without limitation”.

(d) The definitions contained in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement or statute defined or referred to in this Appendix or in any agreement that incorporates this Appendix means such agreement or statute as from time to time amended, modified, supplemented or replaced, including (in the case of agreements) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements) references to all attachments thereto and instruments incorporated therein and (in the case of statutes) any rules and regulations promulgated thereunder and any judicial and administrative interpretations thereof.

(f) References to a Person are also to its permitted successors and assigns.

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(g) References to deposits, transfers and payments of any amounts refer to deposits, transfers or payments of such amounts in immediately available funds; and the term “proceeds” has the meaning ascribed to such term in the UCC.

(h) Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

DEFINITIONS

“Adjusted Capitalized Cost” means, with respect to any Lease, including any Extended Lease, the amount used to calculate the Base Monthly Payment for such Lease.

“Adjusted Residual Value” means, with respect to an Extended Lease, the value of the related Vehicle at the Maturity Date as established or assigned by the Servicer at the time of such extension.

“Administration Agreement” means the Administration Agreement, dated as of August 1, 2007, between the Administrative Agent and the Collateral Agent Administrator.

“Administrative Agent” means U.S. Bank Trust, in its capacity as Administrative Agent under the Collateral Agency Agreement, and its successors in such capacity.

“Administrative Agent Basic Document” means each Basic Document to which the Administrative Agent is a party and, in the case of a particular Exchange Note and the related Exchange Note Issuance Date, also includes the documents to which the Administrative Agent is a party and are designated as “Basic Documents” with respect to such Exchange Note.

“Administrative Charge” means, with respect to any Lease, any payment (whether or not part of the Monthly Payment) payable to the related Lessor representing a late payment fee, a returned instrument or automatic clearing house transaction charge, an Extension Fee, Local Fees and Taxes, a purchase option fee, a service fee, disposition fee, termination fee, an allocation to the related Lessee of insurance premiums, title, license, registration and other official fees, sales or excise taxes or any other similar charge, parking tickets or any other charges which the Lessor is required to remit to a Dealer or any other third party.

“Advance” has the meaning specified in Section 2.01(a) of the Basic Collateral Agency Agreement.

“Advance Rate” means 93%, as such percentage may be amended from time to time pursuant to Section 2.03(b) of the Basic Collateral Agency Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

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“Applicable Law” means all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority.

“Authorized Officer” (i) has the meaning specified in the Titling Trust Agreement and (ii) means, with respect to (a) the Servicer, the individuals designated from time to time by the Servicer pursuant to Section 9.05(d) of the Basic Servicing Agreement; (b) the Collateral Agent Administrator, the individuals designated by the Collateral Agent Administrator from time to time pursuant to Section 2.05 of the Administration Agreement; (c) the Administrative Agent, Exchange Note Registrar or the Collateral Agent, any officer within the Corporate Trust Office of such Person, including any vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer of such Person who customarily performs functions similar to those performed by any of the foregoing having direct responsibility for the administration of the Basic Documents and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and (d) the Borrower, the authorized officers of the Titling Trustee, as designated from time to time in a certificate of the Titling Trustee.

“Bank Accounts” means the Revolving Facility Collection Account and, with respect to each Reference Pool, the related Reference Pool Collection Account and any related Reserve Account and Reference Pool Note Distribution Account.

“Bankruptcy Code” means Title 11 of the United States Code.

“Base Monthly Payment” means, with respect to any Lease, a level amount payable monthly in advance by the related Lessee that provides a fixed internal rate of return, and amortizes the Adjusted Capitalized Cost of such Lease to the Residual Value of the related Vehicle over the Lease Term.

“Basic Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender and the Servicer.

“Basic Documents” means (i) the Basic Collateral Agency Agreement, (ii) the Administration Agreement, (iii) the Titling Trust Agreement, (iv) the Basic Servicing Agreement and (v) the Intercreditor Agreement, including any Joinder Agreement.

“Basic Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 1, 2009, among the Servicer, the Lender, the Titling Trust and the Collateral Agent.

“Beneficial Interest” has the meaning specified in the Titling Trust Agreement.

“Benefit Plan” means (i) an “employee benefit plan”, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan”, as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as

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modified by Section 3(42) of ERISA) or otherwise (including, for purposes of this clause, any insurance company general account).

“BNYM” means BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), a Delaware banking corporation.

“Booked Residual Value” means, with respect to any Lease, the value of the related Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with the Credit and Collection Policy for the purpose of determining the Base Monthly Payment.

“Borrower” means the Titling Trust, in its capacity as Borrower under the Collateral Agency Agreement, and its successors in such capacity.

“Borrower Basic Document” means each Basic Document to which the Borrower is a party and, in the case of a particular Exchange Note and the related Exchange Note Issuance Date, also includes the documents to which the Borrower is a party and are designated as “Basic Documents” with respect to such Exchange Note.

“Borrowing Base” means, as of any day, the product of (i) the aggregate Net Book Value of the Leases, including any Lease to be acquired with the proceeds of an Advance proposed to be made on such day, but excluding any Lease included in any Reference Pool, and (ii) the Advance Rate.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, St. Paul, Minnesota, Newark, Delaware or Chicago, Illinois are authorized or obligated by law, regulation or executive order to close.

“Capital Stock” means any and all shares, interest, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Certificate” has the meaning specified in the Titling Trust Agreement.

“Certificate of Security” means a certificate of security of the Borrower that evidences the Collateral Agent’s interest in one or more Vehicles, in substantially the form of Exhibit E to the Basic Collateral Agency Agreement.

“Certificate of Title” means a certificate of title of a Vehicle issued in paper form by the relevant Registrar of Titles in the jurisdiction in which the Vehicle is registered, or a record maintained by such Registrar of Titles in the form of information stored in electronic media. However, if a certificate of title in paper form or such record stored on electronic media has not been issued or is not being maintained, the application (or copy thereof) for the certificate of title will constitute the “Certificate of Title”.

“Closing Date” means August 1, 2007.

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“Code” means the Internal Revenue Code of 1986.

“Collateral” means (i) all Collateral Leases, (ii) all Collateral Vehicles, (iii) all Collections on the Collateral Leases and the Collateral Vehicles, (iv) all Insurance Policies, (v) all amounts received on any Collateral Lease in respect of Dealer Recourse Rights, (vi) the Collection Accounts and (vii) all present and future claims, demands, causes of action and chooses in action in respect of the foregoing and all payments on or under and all proceeds in respect of the foregoing.

“Collateral Agency Agreement” means the Basic Collateral Agency Agreement, as supplemented in the case of, as indicated by the context, (i) a particular Exchange Note and Reference Pool, by the related Exchange Note Supplement or (ii) all Exchange Notes and Reference Pools, by all related Exchange Note Supplements.

“Collateral Agent” means Daimler Title Co., in its capacity as Collateral Agent pursuant to the Collateral Agency Agreement, and its successors in such capacity.

“Collateral Agent Administrator” means DCFS USA, in its capacity as Collateral Agent Administrator under the Administration Agreement, and its successors in such capacity.

“Collateral Agent Basic Document” means each Basic Document to which the Collateral Agent is a party and, in the case of a particular Exchange Note and the related Exchange Note Issuance Date, also includes the documents to which the Collateral Agent is a party and are designated as “Basic Documents” with respect to such Exchange Note.

“Collateral Agent Vehicle” means a Vehicle the related Certificate of Title of which reflects the Collateral Agent as first lienholder.

“Collateral Assets” means the Leases and Vehicles allocated to the Daimler Retail Specified Interest and all of the Titling Trust’s rights with respect to such Leases and Vehicles.

“Collateral Lease” means a Lease that is a Collateral Asset.

“Collateral Specification Notice” means a notice in substantially the form attached as Exhibit A to the Titling Trust Agreement directing the Titling Trust Administrator to designate a Specified Interest of the Titling Trust.

“Collateral Vehicle” means a Vehicle that is a Collateral Asset.

“Collection Account” means the Revolving Facility Collection Account or any Reference Pool Collection Account, as the context may require.

“Collection Period” means, with respect to (i) the Revolving Facility Pool, a calendar month (except that the first Collection Period will be from August 1, 2007 through November 30, 2007) and (ii) except as otherwise provided in the related Exchange Note Supplement, (a) any Exchange Note, a calendar month and (b) any Payment Date, the calendar month preceding the calendar month in which such Payment Date occurs (except that the first Collection Period

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will be from the related Cutoff Date through the last day of the calendar month preceding the calendar month in which such Payment Date occurs).

“Collections” means, with respect to the Revolving Facility Pool and, except as otherwise provided in the related Exchange Note Supplement or Servicing Supplement, any Reference Pool, all amounts Posted in respect of the Collateral Assets included in the Revolving Facility Pool or such Reference Pool, as the case may be (other than Administrative Charges), including all amounts Posted from the Lessees with respect to the related Leases (including all payments received under any applicable terminal rental adjustment clauses), all Servicer Advances and Pull Ahead Payments, if any, and all amounts received with respect to the sale or other disposition of the related Vehicles.

“Consolidated Tax Filings” means periodic sales and use tax, income or franchise tax or property (real or personal) tax reports for the Titling Trust prepared for DCFS USA and its Affiliates on a consolidated basis.

“Contract Rate” means, with respect to any Lease, the internal rate of return used to calculate the Base Monthly Payment.

“Control” has the meaning set forth in Section 8-106 of the UCC.

“Corporate Trust Office” means, with respect to the Administrative Agent, the office of such Administrative Agent at which its corporate trust business is administered, which on the Closing Date is located at:

U.S. Bank Trust National Association

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Daimler Trust

Telephone: 312-325-8904

Fax: 312-325-8905

and, in the case of the Titling Trustee, at:

BNY Mellon Trust of Delaware

(f/k/a The Bank of New York (Delaware))

100 White Clay Center

Route 273

P.O. Box 6995

Newark, Delaware 19714

Attention: Kristine K. Gullo

Telephone: 302-283-8905

Fax: 302-453-4400

or, in each case, at such other address as the party may designate by notice to the Borrower, the Servicer and, in the case of the Administrative Agent, each Exchange Noteholder.

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“Covered Parties” means the Titling Trust, the Initial Beneficiary, the Lender, the Administrative Agent, the Collateral Agent and each Exchange Noteholder.

“Credit and Collection Policy” means the origination and servicing practices of the Servicer with respect to motor vehicle leases and vehicles that the Servicer originates and/or services for itself or others, as such practices may be changed from time to time at the sole discretion of the Servicer.

“Cutoff Date” means, with respect to each Exchange Note and the related Reference Pool, the date specified in the related Exchange Note Supplement.

“Daimler Retail Specified Interest” means the Specified Interest designated as the “Daimler Retail Specified Interest” pursuant to a Collateral Specification Notice relating thereto.

“Daimler Retail Specified Interest Certificate” means the Certificate issued by the Titling Trust representing the entire Beneficial Interest in the Collateral Assets.

“Daimler AG” means Daimler AG, a company organized under the laws of Germany.

“Daimler North America” means Daimler North America Corporation, a Delaware corporation.

“Daimler Title” means Daimler Title Co., a Delaware corporation.

“DCFS Remittance Conditions” means that DCFS USA is the Servicer and is a direct or indirect wholly owned subsidiary of Daimler AG and Daimler AG’s short-term unsecured debt obligations are rated (i) “investment grade” by at least one nationally recognized rating agency (in the case of the Revolving Facility), and (ii) except as otherwise provided in the related Servicing Supplement or Exchange Note Supplement, at least “A-2” by Standard & Poor’s and “P-2” by Moody’s (in the case of a financing involving an Exchange Note), with split ratings resulting in using the lower rating.

“DCFS USA” means DCFS USA LLC, a Delaware limited liability company.

“Dealer” means a dealer who in the ordinary course of business sells or leases motor vehicles.

“Dealer Proceeds” means the amount payable to the Dealer in connection with the origination of a Vehicle (including in respect of the acquisition of such Vehicle by the Titling Trust and, if applicable, the assignment by the Dealer to the Titling Trust of the Dealer’s rights under the related Lease or Schedule thereto) minus any deductions from such amount, in each case determined in accordance with the Credit and Collection Policy.

“Dealer Recourse Rights” means, with respect to any Collateral, any and all recourse rights against the originating Dealer.

“Defaulted Lease” means, any Lease with respect to which, at any time prior to the related Maturity Date, (i) an amount equal to 10% or more of any related Base Monthly Payment

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remains unpaid for 120 days or more from the related Payment Due Date, (ii) such Lease has been identified by the Servicer as uncollectible, (iii) the related Vehicle has been repossessed and the related Lease has been terminated or (iv) such Lease has been written off by the Servicer in accordance with the Credit and Collection Policy for writing off lease contracts for leased vehicles other than with respect to repossessions.

“Delaware Limited Liability Company Act” means the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6, Sections 18-101 through 18-1109 of the Delaware Code).

“Delaware Statutory Trust Act” means the Delaware Statutory Trust Act (currently Chapter 38 of Title 12, Sections 3801 through 3863 of the Delaware Code).

“Deposit Date” means, with respect to a Collection Period and the related Payment Date, the Business Day immediately preceding such Payment Date.

“Disposition Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Vehicle by the Servicer.

“Dollar” and “$” mean lawful money of the United States.

“Early Termination Event” has the meaning specified in Section 6.02(a) of the Basic Collateral Agency Agreement.

“Effective Date” means March 1, 2009.

“Eligible Account” means an account maintained with a depository institution or trust company (i)(a) the short-term unsecured debt obligations of which are rated in the highest short-term rating category (excluding any “+” signs associated with such rating) by (1) at least one nationally recognized rating agency (in the case of the Revolving Facility or an unrated financing involving an Exchange Note) or (2) each Rating Agency (in the case of a particular rated financing involving an Exchange Note) or (b) having corporate trust powers and a long-term unsecured debt rating that is rated “investment grade” by (1) at least one nationally recognized rating agency (in the case of the Revolving Facility or an unrated financing involving an Exchange Note) or (2) each Rating Agency (in the case of a particular rated financing involving an Exchange Note) and (ii) which is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company.

“Eligible State” means any State in which the Titling Trust is qualified, authorized and licensed to hold title or other evidence of the interest in Vehicles.

“Entitlement Holder” has the meaning specified in Section 8-102(a)(7) of the UCC.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Excess Mileage/Wear and Tear Fee” means, with respect to any Lease or Vehicle, any applicable charge for excess mileage or excess wear and use.

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“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Note” means a note in definitive negotiable form evidencing all or a portion of the Revolving Facility Balance that is issued in accordance with Article Four of the Basic Collateral Agency Agreement and the related Exchange Note Supplement.

“Exchange Note Balance” means, with respect to any Exchange Note and any date, the initial principal balance of such Exchange Note, as reduced by all amounts distributed on such Exchange Note and allocable to principal on or prior to such date.

“Exchange Note Default” has the meaning specified in Section 6.04(a) of the Basic Collateral Agency Agreement.

“Exchange Note Final Scheduled Payment Date” means, with respect to any Exchange Note, the date specified in such Exchange Note or in the related Exchange Note Supplement as the fixed date that the final payment of principal on such Exchange Note is due and payable.

“Exchange Note Interest Distributable Amount” means, with respect to any Exchange Note and any related Payment Date, except as otherwise specified in the related Exchange Note Supplement, the sum of:

(i) the portion of the Exchange Note Interest Distributable Amount with respect to such Exchange Note and the immediately preceding Payment Date that was not paid on such date, and

(ii) the product of (a) the Exchange Note Balance as of the first day of such Interest Period, (b) the applicable Exchange Note Interest Rate and (c) the day count fraction specified in the related Exchange Note Supplement.

“Exchange Note Interest Rate” means, with respect to any Exchange Note and any Interest Period, the fixed rate or floating rate specified in the related Exchange Note Supplement.

“Exchange Note Issuance Date” means the date on which an Exchange Note is issued pursuant to the Basic Collateral Agency Agreement and the related Exchange Note Supplement.

“Exchange Note Principal Distributable Amount” means the amount owed with respect to a principal payment for an Exchange Note on each applicable Payment Date.

“Exchange Note Redemption Date” means with respect to the redemption of any Exchange Note, the date on which such redemption is to occur pursuant to the terms of the applicable Servicing Supplement.

“Exchange Note Redemption Price” means, the amount payable with respect to an Exchange Note in connection with the redemption of such Exchange Note as set forth in the applicable Servicing Supplement.

“Exchange Note Register” and “Exchange Note Registrar” have the respective meanings specified in Section 4.03(a) of the Basic Collateral Agency Agreement.

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“Exchange Note Registered Pledgee” means, with respect to any Exchange Note, the Person listed in the Exchange Note Register as the registered pledgee of such Exchange Note.

“Exchange Note Servicer Event of Default” has the meaning specified in Section 8.03(a) of the Basic Servicing Agreement.

“Exchange Note Supplement” means a supplement to the Basic Collateral Agency Agreement meeting the requirements of Section 4.02 of the Basic Collateral Agency Agreement that, among other things, sets forth the terms of a particular Exchange Note and the related Reference Pool.

“Exchange Noteholder” means, with respect to any Exchange Note, DCFS USA or any endorsee of such Exchange Note.

“Extended Lease” means any Lease that has had its original Maturity Date extended by the Servicer.

“Extension” means, with respect to any Lease, the extension of the Maturity Date of such Lease.

“Extension Fee” means, with respect to any Extended Lease, any payment required to be made by the Lessee in connection with the extension of such Lease.

“Facility Amount” means $20 billion, as such amount may be increased or decreased from time to time pursuant to Section 2.01(f) of the Basic Collateral Agency Agreement.

“Facility Default” has the meaning specified in Section 6.01(a) of the Basic Collateral Agency Agreement.

“Facility Servicer Event of Default” has the meaning specified in Section 8.01(a) of the Basic Servicing Agreement.

“Facility Termination Date” means the tenth anniversary of the Closing Date (or, if such date is not a Business Day, the next following Business Day), as such date may be extended in accordance with Section 2.01(e) of the Basic Collateral Agency Agreement or such earlier date on which the Revolving Facility is terminated pursuant to agreement between the Borrower and the Lender or pursuant to Article Six of the Basic Collateral Agency Agreement.

“Filings” has the meaning specified in Section 3.08(c) of the Basic Servicing Agreement.

“Governmental Authority” means the United States, any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Gross Capitalized Cost” means, with respect to any Lease and the related Vehicle, the amount agreed to by the Lessee at the time of origination of such Lease as the value of the Vehicle and any other items that are capitalized and amortized over the term of such Lease,

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including acquisition fees, taxes, insurance, service agreements and any outstanding balance from a prior motor vehicle loan or lease contract.

“Holder” means each holder of a Certificate.

“Holding Company” means Daimler Trust Holdings LLC, a Delaware limited liability company.

“Indemnified Person” as used in (i) the Collateral Agency Agreement, has the meaning specified in Section 8.01 of the Basic Collateral Agency Agreement, (ii) the Servicing Agreement, has the meaning specified in Section 3.03(b), (c) or (d), as applicable, of the Basic Servicing Agreement and (iii) the Administration Agreement, has the meaning specified in Section 3.02(a) of the Administration Agreement.

“Independent” means, with respect to any Person, that such Person (i) is independent of the Borrower, the Servicer and their respective Affiliates, (ii) does not have any direct financial interest or any material indirect financial interest in the Borrower or any of their Affiliates and (iii) is not an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions of or for the Borrower, the Servicer or any of their respective Affiliates.

“Initial Beneficiary” means the Holding Company.

“Initial Beneficiary LLC Agreement” means the Limited Liability Company Agreement of Daimler Trust Holdings LLC, dated as of August 1, 2007, by DCFS USA, as member.

“Insolvency Event” means, with respect to any Person, (i) the making of a general assignment for the benefit of creditors; (ii) the filing of a voluntary petition in bankruptcy; (iii) being adjudged as bankrupt or insolvent, or having had entered against such Person an order for relief in any bankruptcy or insolvency Proceeding; (iv) the filing by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Insolvency Laws; (v) the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in clause (viii) below; (vi) the seeking, consenting to or acquiescing in the appointment of a trustee, receiver, liquidator or similar official of such Person or of all or any substantial part of the assets of such Person; (vii) the failure by such Person generally to pay its debts as such debts become due; (viii) the failure to obtain dismissal within 60 days of the commencement of any Proceeding against such Person seeking (a) reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or (b) the appointment of a trustee, liquidator, receiver or similar official, in each case of such Person or of such Person’s assets or any substantial portion thereof; and (ix) the taking of action by such Person in furtherance of any of the foregoing. The foregoing definition of “Insolvency Event” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Delaware Limited Liability Company Act.

“Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,

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reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Institutional Accredited Investor” means an institution that is an “Accredited Investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

“Insurance Costs” means, with respect to any Insurance Policy, the premiums therefor, any deductibles, any trust fund payments, brokerage fees, actuarial fees, the cost of self-insurance and any co-insurance payments or any other fees to the extent such amounts or fees apply to the Titling Trust, any Lease or Vehicle.

“Insurance Expenses” means any Insurance Proceeds (i) applied to the repair of the related Vehicle, (ii) released to the related Lessee in accordance with Applicable Law or the Credit and Collection Policy or (iii) representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses but are recoverable by the Servicer under the Basic Servicing Agreement or any related Servicing Supplement.

“Insurance Policies” means any residual value, comprehensive, collision, liability, physical damage, credit or other insurance policies (including rights under any self-insurance provided by DCFS USA and assigned to the Titling Trust), and all rights thereunder, which are maintained by the Servicer, holders of any Exchange Notes, any Lessee or any Affiliate of any of the foregoing, in each case to the extent such policy or program covers or applies to any Collateral Lease, Collateral Vehicle or the ability of any Lessee to make any required payment under the related Collateral Lease or with respect to the related Collateral Vehicle, and any contingent or excess liability insurance policy or program maintained by or on behalf of the Titling Trust or with respect thereto.

“Insurance Proceeds” means, with respect to any Vehicle, Lease or Lessee, recoveries paid to the Servicer or the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance).

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of August 1, 2007, among DCFS USA, the Titling Trust, the Holding Company and the other entities that become a party thereto from time to time pursuant to a Joinder Agreement.

“Interest Period”, with respect to (i) the Revolving Facility and any Payment Date, means the related Collection Period and (ii) any Exchange Note, has the meaning specified in the related Exchange Note Supplement.

“Investment Company Act” means the Investment Company Act of 1940.

“IRS” means the Internal Revenue Service.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit A to the Intercreditor Agreement.

“Lease” means a Master Lease or a Stand-Alone Lease.

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“Lease Files” means, with respect to any Lease and Lessee, (i) the original, fully executed Lease (which, in the case of a Master Lease, includes each Schedule thereto, or electronic copies of such documents that satisfy Section 9-105 of the UCC), (ii) a copy of the application or application information of the related Lessee, together with supporting information customarily maintained by the Servicer which may include factory invoices related to new vehicles, credit scoring information or Dealer purchase documentation and odometer standards required by Applicable Law, (iii) the original Certificate or Title (or a copy of the application therefor if the Certificate of Title has not yet been delivered by the applicable Registrar of Titles) or such other documents, if any, that the Servicer keeps on file in accordance with the Credit and Collection Policy indicating that title to each related Vehicle is in the name of the Titling Trust (or such other name as permitted by the Titling Trust Agreement) and, if such Vehicle is a Collateral Agent Vehicle, noting on the related Certificate of Title, the Lien of the Collateral Agent and (iv) any and all other documents that the Servicer keeps on file in accordance with the Credit and Collection Policy relating to such Lease, each related Vehicle or the related Lessee, including any written agreements modifying such Lease (including any extension agreements).

“Lease Number” means, with respect to any Lease, the identifying number, if any, assigned to such Lease by the Servicer on its internal books and records.

“Lease Term” means the term of each Lease.

“Lender” means DCFS USA, in its capacity as Lender under the Collateral Agency Agreement, and its successors in such capacity.

“Lessee” means the lessee of a Vehicle or any Person who is obligated to make payments on the related Lease (other than any Dealer in respect of any recourse rights against the Dealer).

“Lessee Obligation” means, with respect to any Lease or Vehicle, due and unpaid fines, taxes, administrative obligations and any other similar obligations owed by the related Lessee under such Lease.

“Lessor” means each Person who is the lessor under a Lease or the assignee thereof, including the Titling Trust or the Titling Trustee on behalf of the Titling Trust.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind.

“Like Kind Exchange” means an exchange of properties that qualifies for non-recognition of gain under Section 1031 of the Code.

“Liquidated Lease” means, with respect to any Collection Period, a Lease: (i) in respect of which the related Vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of such Lease, (ii) that terminated more than 120 days prior to the end of such Collection Period and the related Vehicle has not been sold or otherwise disposed of by the Servicer as of the end of such Collection Period or (iii) in respect of which the Servicer’s records, in accordance with the Credit and Collection Policy, indicate that all Insurance Proceeds expected to be received have been received following a casualty or other loss with respect to the related Vehicle.

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“Liquidated Vehicle” means the Vehicle related to a Defaulted Lease or a Liquidated Lease.

“Liquidation Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Defaulted Lease or Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the related Lessee) or other expenses incurred prior to repossession, recovery or return of the related Liquidated Vehicle, expenses incurred in connection with the sale or other disposition of such Liquidated Vehicle that has been repossessed, recovered or returned or has reached its Maturity Date and expenses incurred in connection with making claims for any Liquidation Expenses and amounts required by Applicable Law or under the terms of the related Liquidated Lease to be remitted to the related Lessee.

“Liquidation Proceeds” means gross amounts (other than Administrative Charges) received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease, whether from the sale or other disposition of the related Vehicle (irrespective of whether or not such proceeds exceed the related Residual Value), the proceeds of any repossession, recovery or any collection effort, the proceeds of recourse or similar payments payable under the related Lease, receipt of Net Insurance Proceeds, application of the related security deposit, the proceeds of any disposition fees or otherwise.

“Local Fees and Taxes” means, with respect to any Lease, the sum of the amounts set forth in such Lease that are to be applied to pay any sales and use and/or monthly rental receipts tax and to offset personal property and ad valorem taxes and other administrative costs.

“Master Exchange Program” means an ongoing program of Like Kind Exchanges that is considered an “LKE Program” within the meaning of Revenue Procedure 2003-39, 2003-22 I.R.B. 971.

“Master Lease” means a lease agreement between the Titling Trust (or entered into by a Dealer, DCFS USA or other Person and assigned to the Titling Trust) and a Lessee under which the Titling Trust will from time to time purchase one or more Vehicles at the direction of the Lessee and lease such Vehicles to the Lessee pursuant to the terms set forth in one or more Schedules to such Master Lease, and includes all Schedules thereto.

“Matured Vehicle” as of any date means any Vehicle the related Lease of which has reached its Maturity Date or has been terminated by the related Lessee prior to the Maturity Date (and the Lessee is not in default under such Lease).

“Matured Vehicle Inventory” means, as of any date, all Matured Vehicles that have not yet been sold or otherwise disposed of by the Servicer pursuant to the Basic Servicing Agreement.

“Maturity Date” means, with respect to any Lease, the date set forth in the related Lease (or Schedule thereto, as applicable) is scheduled to terminate as set forth in such Lease (or Schedule, as the case may be) at its date of origination or, in the case of an Extended Lease, the revised termination date.

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“Monthly Exchange Note Report” a monthly servicing report in respect of a Reference Pool prepared by the Servicer, delivered pursuant to the related Servicing Supplement and in substantially the form of an Exhibit thereto.

“Monthly Payment” means, with respect to any (i) Stand-Alone Lease, the amount of each fixed monthly payment payable monthly in advance by the Lessee to the Lessor in accordance with the terms thereof, equal to the sum of the Base Monthly Payment plus the Local Fees and Taxes and (ii) Master Lease, the periodic payment in respect of rent with respect to the applicable Vehicle under the related Lease.

“Monthly Remittance Condition” means that (i) the DCFS Remittance Conditions are met, (ii) no Facility Servicer Event of Default has occurred and (iii) in the case of (a) the Revolving Facility, no Revolving Facility Servicer Event of Default has occurred or (b) a Reference Pool, no Exchange Note Servicer Event of Default relating to such Reference Pool has occurred.

“Monthly Revolving Facility Report” a monthly servicing report in respect of the Revolving Facility Pool prepared and delivered by the Servicer pursuant to Section 9.01 of the Basic Servicing Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Book Value” means, with respect to any Lease as of any day, the Gross Capitalized Cost of such Lease minus accumulated depreciation of the related Vehicle.

“Net Insurance Proceeds” means Insurance Proceeds, net of related Insurance Expenses.

“Net Liquidation Proceeds” means Liquidation Proceeds, net of related Liquidation Expenses.

“New York UCC” means the UCC as in effect in the State of New York.

“Nonrecoverable Advance” means a Servicer Advance made in respect of a Lease allocated to the Revolving Facility Pool or a Reference Pool pursuant to Section 6.04(a) of the Basic Servicing Agreement that the Servicer determines in its sole discretion is not recoverable from payments made on or in respect of the related Lease (including from Net Liquidation Proceeds).

“Officer’s Certificate” means, with respect to the Borrower, the Servicer or any other entity, a certificate signed by an Authorized Officer of the Borrower, the Servicer or such other entity, as the case may be.

“Opinion of Counsel” means a written opinion of counsel who may, except as otherwise provided in a Basic Document, be employees of or counsel to the Borrower or an Affiliate of the Borrower and, in the case of an opinion of counsel to be delivered to a party to the Basic Documents or another entity, (i) is delivered by counsel reasonably acceptable to the related recipient and (ii) is addressed to such recipient.

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“Other Assets” has the meaning specified in Section 10.07(b)(ii) of the Basic Collateral Agency Agreement.

“Other Liabilities” has the meaning specified in Section 10.07(c) of the Basic Collateral Agency Agreement.

“Outstanding” means, with respect to the Exchange Notes as of any date, all Exchange Notes authenticated and delivered under any Exchange Note Supplement on or before such date except:

(i) Exchange Notes that have been cancelled by the Borrower or delivered to the Administrative Agent for cancellation;

(ii) Exchange Notes or portions of Exchange Notes to the extent an amount necessary to pay all or such portion of such Exchange Notes has been deposited with the Administrative Agent in trust for the Exchange Noteholders of such Exchange Notes on or before such date, provided that if such Exchange Notes are to be redeemed, notice of such redemption has been duly given pursuant to any Exchange Note Supplement or provision for such notice has been made, satisfactory to the Administrative Agent; and

(iii) Exchange Notes in exchange for or in lieu of which other Exchange Notes have been authenticated and delivered pursuant to an Exchange Note Supplement unless proof satisfactory to the Administrative Agent is presented that a Protected Purchaser holds any such Exchange Notes;

provided that in determining (a) whether the Exchange Noteholders of Exchange Notes evidencing the requisite Exchange Note Balance have given any request, demand, authorization, direction, notice, consent, or waiver under any Basic Document, Exchange Notes owned by the Borrower, the Servicer and any of their respective Affiliates other than a special purpose entity created for purposes of issuing securities collateralized by an Exchange Note will be disregarded and deemed not to be Outstanding and (b) whether the Administrative Agent is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Exchange Notes that an Authorized Officer of the Administrative Agent knows to be so owned will be disregarded and deemed not to be Outstanding. Exchange Notes owned by the Borrower, the Servicer or any of their respective Affiliates that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Agent the pledgee’s right to act with respect to such Exchange Notes and that the pledgee is not the Borrower, the Servicer or any of their respective Affiliates.

“Pass-Through Entity” means, for federal income tax purposes, a partnership, grantor trust or S corporation (as such term is defined in the Code)

“Payment Ahead” means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a Lease in excess of the Monthly Payment due with respect to such Lease.

“Payment Allocation Percentage” means, with respect to any Master Lease and the Revolving Pool or any Reference Pool, a fraction, expressed as a percentage, (i) the numerator of

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which equals the Total Amount Due with respect to all Vehicles relating to such Master Lease that have been allocated to such Revolving Pool or Reference Pool, as the case may be, and (ii) the denominator of which equals the Total Amount Due with respect to such Master Lease as a whole.

“Payment Date” means, with respect to (i) the Revolving Facility, the last day of each calendar month, beginning in December 2007 and (ii) any Exchange Note, the dates specified in the related Exchange Note Supplement.

“Payment Due Date” means, with respect to any Lease, the date each month on which Monthly Payments are due under such Lease.

“Payment Information” has the meaning specified in Section 6.02(c)(i) of the Basic Servicing Agreement.

“Payoff” means amounts paid to purchase a Vehicle pursuant to the related Lease.

“Permitted Investments” means, with respect to any Collection Account (and except, in the case of a Reference Pool Collection Account, to the extent otherwise provided in the related Exchange Note Supplement or Servicing Supplement), book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form with maturities not exceeding the Deposit Date relating to the next Payment Date that evidence:

(i) direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States;

(ii) demand deposits, time deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (a) incorporated under the laws of the United States, any State or any United States branch of a foreign bank, (b) subject to supervision and examination by federal or State banking or depository institution authorities and (c) at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of which have the Required Rating;

(iii) commercial paper, including asset-backed commercial paper, having, at the time of the investment or contractual commitment to invest therein, the Required Rating;

(iv) investments in money market funds having, at the time of the investment or contractual commitment to invest therein, a rating from each Rating Agency in the highest investment category granted thereby (including funds for which the Administrative Agent or any of its Affiliates is investment manager or advisor);

(v) repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of

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the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above;

(vi) in the case of the Revolving Facility, such other investments as may be acceptable to the Titling Trustee and the Collateral Agent; and

(vii) in the case of a Reference Pool, such other investments as may be acceptable to each Rating Agency.

Notwithstanding the foregoing, (a) except as otherwise provided in the related Servicing Supplement, each of the foregoing obligations, instruments and securities shall mature no later than the Business Day immediately preceding the date on which such funds are required to be available for application pursuant to any related Basic Document (other than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related Bank Account is located is the obligor, which may mature on such date), and shall be held to such maturity, (b) no Permitted Investment may be purchased at a premium, (c) no obligation or security may be a Permitted Investment unless (1) the Titling Trustee or a related Securitization Trustee has Control over such obligation or security and (2) at the time such obligation or security was delivered to the Titling Trustee or a related Securitization Trustee or the Titling Trustee or a related Security Trustee became the related Entitlement Holder, such entity did not have notice of any adverse claim with respect thereto within the meaning of Section 8-105 of the UCC and (d) any reference to the highest available credit rating of an obligation shall exclude any “+” signs associated with such rating.

“Permitted Lien” means, with respect to any Lease or Vehicle, any tax lien, mechanics’ lien or lien that attaches to a Lease or Vehicle by operation of law and arises solely as a result of an action or omission of the related Lessee.

“Person” means any legal person, including any corporation, estate, natural person, firm, joint venture, joint stock company, limited liability company, limited liability partnership, partnership (limited or general), trust, business trust, unincorporated organization, association, enterprise, Governmental Authority, any department or agency of any Governmental Authority or any other entity of whatever nature.

“Posted” means, with respect to any amount, except as otherwise specified in the Basic Servicing Agreement or, if applicable, the related Servicing Supplement, that the Servicer has received, identified and posted such amount to a particular Lessee’s account in the Servicer’s receivable system in accordance with the Credit and Collection Policy, the Basic Servicing Agreement and, if applicable, the related Servicing Supplement.

“Potential Early Termination Event” means any occurrence that is, or with lapse of time or both would become, an Early Termination Event.

“Potential Exchange Note Default” means any occurrence that is, or with notice or lapse of time or both would become, an Exchange Note Default.

“Potential Facility Default” means any occurrence that is, or with notice or the lapse of time or both would become, a Facility Default.

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“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Protected Purchaser” has the meaning specified in Section 8-303 of the UCC.

“Pull Ahead Lease” means a Lease with respect to which the related Lessee has elected to terminate such Lease prior to its Maturity Date by delivering the related Vehicle to a Dealer in connection with a Pull Ahead Program.

“Pull Ahead Payment” means, with respect to any Pull Ahead Lease, payments made by a Pull Ahead Payment Provider in an amount equal to all waived Monthly Payments in connection with a Pull Ahead Program.

“Pull Ahead Payment Provider” means Mercedes-Benz USA LLC or an Affiliate thereof that makes payments to the Servicer in connection with a Pull Ahead Program.

“Pull Ahead Program” means any program instituted by the Servicer or an Affiliate thereof pursuant to which a Lessee shall be permitted to terminate its Lease prior to the Maturity Date without payment by the Lessee of all or a portion of the remaining Monthly Payments due in accordance with the terms of the related Lease.

“Qualified Institutional Buyer” or “QIB” has the meaning specified in Rule 144A under the Securities Act.

“Qualified Intermediary Account” means any of the bank accounts in connection with the Tax Owner’s Master Exchange Program held jointly or solely by a “qualified intermediary” as defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations.

“Qualified Purchaser” or “QP” means a “qualified purchaser” as defined in Section 3(c)(7) of the Investment Company Act.

“Rating Agency” means each nationally recognized rating agency identified in an Exchange Note Supplement that issues a rating on one or more classes or series of securities issued in connection with a financing involving the related Exchange Note.

“Reference Pool” has the meaning specified in Section 4.01(b) of the Basic Collateral Agency Agreement.

“Reference Pool Collection Account” means any account designated as such with respect to any Reference Pool pursuant to Section 5.02(b) of the Basic Servicing Agreement.

“Reference Pool Note Distribution Account” means any account designated as such with respect to any Reference Pool pursuant to Section 5.02(b) of the Basic Servicing Agreement.

“Reference Pool Servicing Fee” has, with respect to any Reference Pool, the meaning specified in the related Servicing Supplement.

“Registered Pledgee” has the meaning specified in the Titling Trust Agreement.

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“Registrar of Titles” means the applicable department, agency or official in a State responsible for accepting applications and maintaining records relating to Certificates of Title and Liens thereupon.

“Required Rating” means, that the short-term unsecured debt obligations of an entity are rated in the highest short-term rating category (excluding any “+” signs associated with such rating) by (i) at least one nationally recognized rating agency (in the case of the Revolving Facility or an unrated financing involving an Exchange Note) or (ii) each Rating Agency (in the case of a particular rated financing involving an Exchange Note).

“Reserve Account” means the account designated as such with respect to a Reference Pool pursuant to the related Servicing Supplement.

“Residual Value” means, with respect to any Lease, its Booked Residual Value or Adjusted Residual Value, as the case may be.

“Revolving Facility” means the uncommitted revolving credit facility provided by the Lender to the Borrower pursuant to Section 2.01 of the Basic Collateral Agency Agreement.

“Revolving Facility Balance” means, as of any date, the unpaid principal amount of all Advances outstanding under the Collateral Agency Agreement, minus the initial Exchange Note Balance of all Exchange Notes issued on or prior to such date.

“Revolving Facility Collection Account” means any account designated as such with respect to the Revolving Facility pursuant to Section 5.02(a) of the Basic Servicing Agreement.

“Revolving Facility Interest Distributable Amount” means, with respect to any Payment Date and the related Interest Period, the sum of:

(i) the portion of the Revolving Facility Interest Distributable Amount with respect to the immediately preceding Payment Date that was not paid on such date; and

(ii) the product of (a) the sum of the Revolving Facility Balance as of the first day of the Interest Period and the Revolving Facility Balance as of the last day of the Interest Period, divided by two, (b) the Revolving Facility Interest Rate and (c) the quotient of 30 divided by 360.

“Revolving Facility Interest Rate” means, with respect to any Interest Period, the floating rate determined by the Servicer for such Interest Period plus the spread (if any), each as determined in accordance with the terms set forth in Exhibit B to the Basic Collateral Agency Agreement, as such terms may be modified from time to time pursuant to Section 2.03(b) of the Basic Collateral Agency Agreement.

“Revolving Facility Pool” means all Collateral Leases owned by the Titling Trust other than those Collateral Leases designated as part of, and allocated, to a Reference Pool.

“Revolving Facility Pool Servicing Fee” means, with respect to any Collection Period, a fee payable by the Holding Company as Holder of the Daimler Retail Specified Interest

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Certificate to the Servicer in an amount equal to the product of (i) one-twelfth of 1.00% and (ii) the aggregate Net Book Value of the Leases in the Revolving Facility Pool as of the open of business on the first day of such Collection Period.

“Revolving Facility Principal Distributable Amount” means, with respect to any Payment Date and the related Collection Period, an amount equal to the excess, if any, of (i) the Revolving Facility Balance as of the open of business on the first day of such Collection Period over (ii) the Revolving Facility Balance as of the close of business on the last day of such Collection Period.

“Revolving Facility Servicer Event of Default” has the meaning specified in Section 8.02(a) of the Basic Servicing Agreement.

“Revolving Period” means the period beginning on and including the Closing Date and ending on but excluding the earlier of (i) the Facility Termination Date or (ii) the date on which the Lender terminates the Revolving Period pursuant to Section 2.01(e) or Section 6.02(c) of the Basic Collateral Agency Agreement.

“Schedule” means a schedule to a Master Lease which sets forth the term (or minimum and/or maximum term), Monthly Payments and any final payments (or means of computing the same) and other terms and conditions under which the Titling Trust will lease one or more Vehicles identified in such Schedule to the applicable Lessee.

“Schedule Number” means, with respect to any Schedule, the identifying number assigned to such Schedule by the Servicer on its internal books and records.

“Schedule of Reference Pool Assets” means, with respect to any Reference Pool, the Schedule of Reference Pool Assets attached to the related Exchange Note Supplement.

“SEC” means the Securities and Exchange Commission.

“Secured Obligations” means (i) the payment of principal of, and interest on, the Revolving Facility Balance and the Exchange Note Balance and (ii) compliance by the Borrower with the provisions of the Collateral Agency Agreement.

“Secured Parties” means the Lender and each Exchange Noteholder.

“Securities” has the meaning specified in the Titling Trust Agreement.

“Securities Act” means the Securities Act of 1933.

“Securitization Trustee” means, in the case of a financing involving an Exchange Note, any related owner trustee or indenture trustee.

“Series” has the meaning specified in the Titling Trust Agreement.

“Servicer” means DCFS USA, in its capacity as servicer with respect to the Daimler Retail Specified Interest pursuant to the Servicing Agreement, and its successors in such capacity.

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“Servicer Advance” means an amount equal to the Monthly Payment for a Lease minus the payment actually received on such Lease during a Collection Period, as more specifically described in Section 6.04(a) of the Basic Servicing Agreement.

“Servicer Basic Document” means each Basic Document to which the Servicer is a party and, in the case of a particular Exchange Note and the related Exchange Note Issuance Date, also includes the documents to which the Servicer is a party and are designated as “Basic Documents” with respect to such Exchange Note.

“Servicer Event of Default” means a Facility Servicer Event of Default, a Revolving Facility Servicer Event of Default or an Exchange Note Servicer Event of Default, as the context requires.

“Servicer Letter of Credit” means, with respect to any Exchange Note and Reference Pool, a cash account or a letter of credit, surety bond or insurance policy issued by a depository institution, insurance company or financial institution whose short-term credit obligations have the Required Rating and providing that the Titling Trustee or the related indenture trustee or owner trustee, as the case may be, may withdraw therefrom or draw thereupon in the event that the Monthly Remittance Condition is not satisfied and the Servicer fails to deposit Collections in respect of a Collection Period into the related account by the related Deposit Date or Payment Date, as the case may be, which cash account, letter of credit, surety bond or insurance policy is acceptable to each Rating Agency.

“Servicing Agreement” means the Basic Servicing Agreement, as supplemented in the case of, as indicated by the context, (i) a particular Exchange Note and Reference Pool, by the related Servicing Supplement or (ii) all Exchange Notes and Reference Pools, by all related Servicing Supplements.

“Servicing Fee” means, with respect to any Collection Period, the sum of the Revolving Facility Pool Servicing Fee and the Reference Pool Servicing Fees, if any.

“Servicing Supplement” means a supplement to the Basic Servicing Agreement, as specified in Section 2.02 of the Basic Servicing Agreement.

“Similar Law” means any non-U.S., federal, State or local law that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

“Specified Asset Amount” means, with respect to the Daimler Retail Specified Interest as of any date, the aggregate Net Book Value of the Revolving Facility Pool as of such date or, if no date is specified, as of the open of business on the first day of the Collection Period in which such date occurs.

“Specified Interest” means a separate series of beneficial interest within the Titling Trust, as more specifically described in Section 4.1 of the Titling Trust Agreement.

“Stand-Alone Lease” means a lease agreement (other than a Master Lease) between the Titling Trust (or entered into by a Dealer, DCFS USA or other Person and assigned to the Titling Trust) and a Lessee.

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“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc.

“State” means any State or Commonwealth of the United States or the District of Columbia.

“Tax Owner” means in connection with a Master Exchange Program or a Like Kind Exchange, Daimler North America or any entity with respect to which, for U.S. federal and applicable State income tax purposes, DCFS USA or the Titling Trust is disregarded and such entity is considered the owner of the related Vehicle.

“Titling Trust” means Daimler Trust, a Delaware statutory trust, established pursuant to the Titling Trust Agreement.

“Titling Trust Administrator” means DCFS USA, in its capacity as Titling Trust Administrator under the Titling Trust Agreement, and its successors in such capacity.

“Titling Trust Administrator Fee” means, with respect to the Titling Trust and any Specified Interest, the Specified Asset Titling Trust Administrator Fee (as such term is defined in the Titling Trust Agreement) with respect to such Specified Interest.

“Titling Trust Agreement” means the Second Amended and Restated Trust Agreement, dated and effective as of April 1, 2008, among Daimler Trust Holdings LLC, as Initial Beneficiary, DCFS USA, as Titling Trust Administrator, and BNYM, as Titling Trustee.

“Titling Trust Assets” means Leases, Vehicles and related assets owned by the Titling Trust.

“Titling Trust Specification Notice” has the meaning specified in the Titling Trust Agreement.

“Titling Trustee” means BNYM, in its capacity as trustee under the Titling Trust Agreement, and its successors in such capacity.

“Total Amount Due” means, with respect to any Master Lease or any related Vehicle and any Collection Period, the total amount due from the Lessee thereunder with respect to such Collection Period, including any Monthly Payment, any final payment and any payments in respect of costs, fees, expenses, indemnities or other amounts under the terms of such Master Lease, plus any due and unpaid Total Amount Due from the preceding Collection Period, in each case whether or not such amounts actually have been received during the current Collection Period.

“Transfer” means, with respect to an Exchange Note, any sale, transfer, assignment, participation, pledge or other disposition.

“Transferee Representation Letter” means a representation letter by a transferee of an Exchange Note, in substantially the form of Exhibit C to the Basic Collateral Agency Agreement.

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“Treasury Regulations” means the regulations promulgated by the U.S. Department of Treasury pursuant to the Code.

“Trustee Fee” has the meaning specified in the Titling Trust Agreement.

“UCC” means the Uniform Commercial Code as in effect in any relevant jurisdiction.

“United States” or “U.S.” means the United States of America.

“U.S. Bank Trust” means U.S. Bank Trust National Association, a national banking association.

“Vehicle” means each motor vehicle, together with all attached items or accessories, that is subject to a Lease.

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01.	Capitalized Terms; Rules of Usage.	1

ARTICLE TWO

ORGANIZATION

Section 2.01.	Formation, Name, Location of Office.	5
Section 2.02.	Registered Office in Delaware	5
Section 2.03.	Registered Agent	5
Section 2.04.	Purposes and Powers	5
Section 2.05.	Banking Activities	7
Section 2.06.	Tax Reporting and Characterization	8
Section 2.07.	Execution of Documents	8
Section 2.08.	Conduct of Operations.	8
Section 2.09.	No State Law Partnership	11
Section 2.10.	Liability to Third Parties	11
Section 2.11.	No Personal Liability of the Member, Manager, Officer, Etc	11
Section 2.12.	Limited Liability and Bankruptcy Remoteness	11
Section 2.13.	Term	12

ARTICLE THREE

THE MEMBER

Section 3.01.	The Member	13
Section 3.02.	Powers of the Member	13
Section 3.03.	Limited Liability of the Member	13
Section 3.04.	Special Member	13

ARTICLE FOUR

MANAGEMENT OF COMPANY; THE BOARD; OFFICERS

Section 4.01.	General Management of the Company.	15
Section 4.02.	Appointment and Term	15
Section 4.03.	Number; Independent Managers.	15
Section 4.04.	Power to Bind Company	18
Section 4.05.	Restrictions on the Power of the Managers	18
Section 4.06.	Duties and Obligations of the Managers.	18
Section 4.07.	Resignation	19

Section 4.08.	Removal of Managers	19
Section 4.09.	Filling of Vacancies	19
Section 4.10.	Managers’ Compensation	19
Section 4.11.	Liability of Managers	19
Section 4.12.	Place of Meetings of Managers	19
Section 4.13.	Meetings of Managers	19
Section 4.14.	Quorum; Majority Vote	20
Section 4.15.	Methods of Voting; Proxies	20
Section 4.16.	Actions Without a Meeting	20
Section 4.17.	Telephone and Similar Meetings	20
Section 4.18.	Authorized Officers.	20
Section 4.19.	Duties of Managers and Officers	21

ARTICLE FIVE

CAPITAL STRUCTURE, CONTRIBUTIONS AND DISTRIBUTIONS

Section 5.01.	Capital Structure	22
Section 5.02.	Capital Contributions	22
Section 5.03.	Member Accounts; Allocations	22
Section 5.04.	Distributions	22

ARTICLE SIX

EXCULPATION; LIABILITIES: INDEMNIFICATION

Section 6.01.	Exculpation	23
Section 6.02.	Liabilities; Indemnification.	23

ARTICLE SEVEN

MISCELLANEOUS

Section 7.01.	Dissolution of the Company.	25
Section 7.02.	Amendments	26
Section 7.03.	Assignments, Additional Members.	26
Section 7.04.	Limitations on Rights of Others	27
Section 7.05.	Notices	27
Section 7.06.	Severability of Provisions	28
Section 7.07.	Counterparts	28
Section 7.08.	Successors and Assigns	28
Section 7.09.	Headings	29
Section 7.10.	GOVERNING LAW	29
Section 7.11.	Limitation of Obligations of the Company	29
Section 7.12.	Binding Agreement	29

	MEMBER: DCFS USA LLC

	By:	/s/ Seven C. Poling
		Name: Seven C. Poling
		Title: Assistant Secretary

	INDEPENDENT MANAGERS:


	/s/ Kevin P. Burns
	Name: Kevin P. Burns


	/s/ Bernard J. Angelo
	Name: Bernard J. Angelo


APPENDIX

Appendix A – Usage and Definitions		A-1