8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 27, 2021

Mercedes-Benz Auto Lease Trust 2021-A

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number of Issuing Entity:  0001835747

Daimler Trust Leasing LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor:  0001537805

Mercedes-Benz Financial Services USA LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number of Sponsor:  0001540252

State of Delaware	333-229783-05	38-7236293
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

36455 Corporate Drive Farmington Hills, Michigan	48331
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (248) 991-6632

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.  Other Events.

In connection with the issuance of $1,273,860,000 principal amount of Asset Backed Notes (the “Notes”) by Mercedes-Benz Auto Lease Trust 2021-A (the “Issuer”) on January 27, 2021, Daimler Trust Leasing LLC (“Daimler Trust Leasing”), the Issuer and/or Daimler Trust have entered into the agreements listed below in Item 9.01 and attached as Exhibits 4.1, 4.2, 4.4, 10.1, 10.2, 10.4, 10.5, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d)   Exhibits:

4.1 Indenture, dated as of January 1, 2021, between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).

4.2 Amended and Restated Trust Agreement, dated as of January 1, 2021, between Daimler Trust Leasing and Wilmington Trust, National Association, as owner trustee.

4.4 2021-A Exchange Note Supplement, dated as of January 1, 2021, among Daimler Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral agent, MBFS USA, as lender and as servicer, and the Indenture Trustee.

10.1 First-Tier Sale Agreement, dated as of January 1, 2021, between MBFS USA, as seller, and Daimler Trust Leasing, as purchaser.

10.2 Second-Tier Sale Agreement, dated as of January 1, 2021, between Daimler Trust Leasing, as seller, and the Issuer, as purchaser.

10.4 2021-A Servicing Supplement, dated as of January 1, 2021, among MBFS USA, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

10.5 Asset Representations Review Agreement, dated as of January 1, 2021, among the Issuer, MBFS USA, as administrator and as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

99.2 2021-A Collateral Account Control Agreement, dated as of January 1, 2021, between the Issuer, as initial secured party, and U.S. Bank National Association, as assignee-secured party and as securities intermediary.

99.3 Titling Trust Account Control Agreement, dated as of January 1, 2021, between Daimler Trust, as initial secured party, and U.S. Bank National Association, as assignee-secured party and as securities intermediary.

99.4 2021-A Administration Agreement, dated as of January 1, 2021, among the Issuer, MBFS USA, as administrator, and the Indenture Trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DAIMLER TRUST LEASING LLC, as Depositor
By:	/s/ Steven C. Poling
	Steven C. Poling
	Assistant Secretary

Date: January 27, 2021

EX-4.1

Exhibit 4.1

$1,273,860,000

Asset Backed Notes

MERCEDES-BENZ AUTO LEASE TRUST 2021-A,

as Issuer,

and

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

INDENTURE

Dated as of January 1, 2021

CROSS REFERENCE TABLE^*

TIA Section		Indenture Section
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10; 6.11
	(a)(4)	N.A.**
	(a)(5)	6.11
	(b)	6.08; 6.11
	(c)	N.A.
311	(a)	6.12
	(b)	6.12
	(c)	N.A.
312	(a)	7.01
	(b)	7.01
	(c)	7.01
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04; 11.05
	(d)	7.04
314	(a)	3.09; 7.03
	(b)	3.06; 11.15
	(c)(1)	11.01
	(c)(2)	11.01
	(c)(3)	11.01
	(d)	11.01
	(e)	11.01
	(f)	11.01
315	(a)	6.01
	(b)	6.05; 11.01
	(c)	6.01
	(d)	6.01
	(e)	5.13
316	(a)	1.01
	(a)(1)(A)	5.11
	(a)(1)(B)	5.12
	(a)(2)	N.A.
	(b)	5.07
	(c)	N.A.
317	(a)(1)	5.03
	(a)(2)	5.03
	(b)	3.03
318	(a)	11.07

^* This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

^** N.A. means Not Applicable.

TABLE OF CONTENTS

	Page
ARTICLE ONE
DEFINITIONS
Section 1.01.  Capitalized Terms; Rules of Usage	3
Section 1.02.  Incorporation by Reference of Trust Indenture Act	4
ARTICLE TWO
THE NOTES
Section 2.01.  Form	5
Section 2.02.  Execution, Authentication and Delivery	5
Section 2.03.  Temporary Notes	6
Section 2.04.  Tax Treatment	6
Section 2.05.  Registration; Registration of Transfer and Exchange	6
Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes	8
Section 2.07.  Persons Deemed Owner	9
Section 2.08.  Payment of Principal and Interest	9
Section 2.09.  Cancellation	10
Section 2.10.  Book-Entry Notes	10
Section 2.11.  Notices to Clearing Agency	11
Section 2.12.  Definitive Notes	11
Section 2.13.  Release of Collateral	11
Section 2.14.  [Reserved]	12
Section 2.15.  Authenticating Agents	12
Section 2.16.  FATCA	12
ARTICLE THREE
COVENANTS AND REPRESENTATIONS
Section 3.01.  Payment of Principal and Interest	13
Section 3.02.  Maintenance of Office or Agency	13
Section 3.03.  Money for Payments to be Held in Trust	13
Section 3.04.  Existence	14
Section 3.05.  Protection of the Trust Estate	15
Section 3.06.  Opinions as to Trust Estate	15
Section 3.07.  Performance of Obligations; Servicing of 2021-A Leases and 2021-A Vehicles	16
Section 3.08.  Negative Covenants	18
Section 3.09.  Issuer May Consolidate, etc., Only on Certain Terms	18
Section 3.10.  Successor or Transferee	20

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	Page
Section 3.11.  Servicer’s Obligations	20
Section 3.12.  Guarantees, Loans, Advances and Other Liabilities	20
Section 3.13.  Capital Expenditures	20
Section 3.14.  Removal of Administrator	21
Section 3.15.  Restricted Payments	21
Section 3.16.  Notice of Events of Default	21
Section 3.17.  Further Instruments and Acts	21
Section 3.18.  Delivery of 2021-A Exchange Note	21
Section 3.19.  Compliance With Laws	21
Section 3.20.  Annual Statement as to Compliance	21
Section 3.21.  Representations	22
ARTICLE FOUR
SATISFACTION AND DISCHARGE
Section 4.01.  Satisfaction and Discharge of Indenture	23
Section 4.02.  Satisfaction, Discharge and Defeasance of the Notes	24
Section 4.03.  Application of Trust Money	25
Section 4.04.  Repayment of Monies Held by Note Paying Agent	25
ARTICLE FIVE
EVENTS OF DEFAULT; REMEDIES
Section 5.01.  Events of Default	26
Section 5.02.  Acceleration of Maturity; Rescission and Annulment	27
Section 5.03.  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27
Section 5.04.  Remedies; Priorities	29
Section 5.05.  Optional Preservation of the Trust Estate	31
Section 5.06.  Limitation of Suits	31
Section 5.07.  Unconditional Rights of Noteholders to Receive Principal and Interest	32
Section 5.08.  Restoration of Rights and Remedies	32
Section 5.09.  Rights and Remedies Cumulative	32
Section 5.10.  Delay or Omission Not a Waiver	32
Section 5.11.  Control by Noteholders of the Majority Noteholders	33
Section 5.12.  Waiver of Past Defaults	33
Section 5.13.  Undertaking for Costs	34
Section 5.14.  Waiver of Stay or Extension Laws	34
Section 5.15.  Action on Notes	34
Section 5.16.  Performance and Enforcement of Certain Obligations	34
Section 5.17.  Sale of Trust Estate	35

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	Page
ARTICLE SIX
THE INDENTURE TRUSTEE
Section 6.01.  Duties of Indenture Trustee	36
Section 6.02.  Rights of Indenture Trustee	37
Section 6.03.  Individual Rights of Indenture Trustee	39
Section 6.04.  Indenture Trustee’s Disclaimer	39
Section 6.05.  Notice of Defaults and Repurchase Requests	39
Section 6.06.  Reports by Indenture Trustee to Holders	40
Section 6.07.  Compensation and Indemnity	40
Section 6.08.  Replacement of Indenture Trustee	41
Section 6.09.  Successor Indenture Trustee by Merger	42
Section 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture Trustee	43
Section 6.11.  Eligibility; Disqualification	44
Section 6.12.  Preferential Collection of Claims Against Issuer	44
Section 6.13.  Issuer as Holder of the 2021-A Exchange Note	44
Section 6.14.  Representations and Warranties of Indenture Trustee	44
Section 6.15.  Furnishing of Monthly Investor Reports and Other Documents	45
Section 6.16.  Encryption	45
ARTICLE SEVEN
NOTEHOLDER COMMUNICATIONS AND REPORTS
Section 7.01.  Noteholder List and Noteholder Communications	46
Section 7.02.  Noteholder Demand for Asset Representations Review	47
Section 7.03.  Reports by Issuer	48
Section 7.04.  Reports by Indenture Trustee	48
ARTICLE EIGHT
DISBURSEMENTS AND RELEASES
Section 8.01.  Collection of Money	50
Section 8.02.  Monthly Investor Report	50
Section 8.03.  Disbursement of Funds	50
Section 8.04.  2021-A Bank Accounts; General Provisions Regarding 2021-A Bank Accounts.	52
Section 8.05.  Release of Trust Estate	54
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 9.01.  Supplemental Indentures Without Consent of Noteholders	56

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	Page
Section 9.02.  Supplemental Indentures With Consent of Noteholders	57
Section 9.03.  Execution of Supplemental Indentures	59
Section 9.04.  Effect of Supplemental Indenture	59
Section 9.05.  Conformity with Trust Indenture Act	59
Section 9.06.  Reference in Notes to Supplemental Indentures	59
ARTICLE TEN
REDEMPTION OF NOTES
Section 10.01.  Redemption	60
Section 10.02.  Form of Redemption Notice	60
Section 10.03.  Notes Payable on Redemption Date	61
ARTICLE ELEVEN
MISCELLANEOUS
Section 11.01.  Compliance Certificates and Opinions, etc.	62
Section 11.02.  Form of Documents Delivered to Indenture Trustee	63
Section 11.03.  Acts of Noteholders	64
Section 11.04.  Notices	65
Section 11.05.  Notices to Noteholders; Waiver	65
Section 11.06.  Conflict with Trust Indenture Act	66
Section 11.07.  Alternate Payment and Notice Provisions	66
Section 11.08.  Effect of Headings and Table of Contents	66
Section 11.09.  Successors and Assigns	66
Section 11.10.  Severability	66
Section 11.11.  Benefits of Indenture	66
Section 11.12.  Legal Holidays	66
Section 11.13.  GOVERNING LAW	67
Section 11.14.  WAIVER OF JURY TRIAL	67
Section 11.15.  Counterparts; Electronic Signature	67
Section 11.16.  Recording of Indenture	68
Section 11.17.  Issuer Obligation	68
Section 11.18.  No Petition	68
Section 11.19.  No Recourse	68
Section 11.20.  Inspection	69
Section 11.21.  Subordination	70
Section 11.22.  Termination of Collateral Agent’s Lien	70
Section 11.23.  Each Exchange Note Separate; Assignees of Exchange Note	71

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			Page
EXHIBITS
Exhibit A	–	Form of Notes	A-1
Exhibit B	–	Form of Repurchase Request	B-1
Exhibit C	–	Perfection Representations, Warranties and Covenants	C-1

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This INDENTURE, dated as of January 1, 2021, is between MERCEDES-BENZ AUTO LEASE TRUST 2021-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 0.14694%Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 0.18%Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 0.25%Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 0.32%Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee on the 2021-A Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2021-A Exchange Note, including the right of the Issuer to receive payments with respect to the 2021-A Exchange Note, (ii) all rights of the Issuer in the 2021-A Bank Accounts, all funds on deposit in the 2021-A Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2021-A Bank Accounts, (iii) all rights of the Issuer under the 2021-A Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2021-A Servicing Supplement and the 2021-A Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2021-A Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2021-A Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as trustee on behalf of the 2021-A Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2021-A Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof.

Notwithstanding any statement to the contrary contained herein or in any other 2021-A Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2021-A Bank Accounts established pursuant to the 2021-A Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2021-A Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2021-A Vehicle directly into the 2021-A Exchange Note Collection Account.  It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

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ARTICLE ONE

DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Indenture.  Appendix 1 also contains rules as to usage applicable to this Indenture.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture.  In the event of any conflict between a definition appearing below and any other 2021-A Basic Document, the definition appearing below shall control for purposes of this Indenture.

“2021-A Servicing Supplement” means the 2021-A Servicing Supplement, dated as of January 1, 2021, to the Basic Servicing Agreement, among MBFS USA, as servicer and lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Act” has the meaning specified in Section 11.03(a).

“Authenticating Agent” means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes.

“Authorized Newspaper” means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.

“Basic Collateral Agency Agreement” means the Amended and Restated Basic Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, the Administrative Agent, Daimler Title Co., as collateral agent, and MBFS USA, as lender and as servicer.

“Basic Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 1, 2009, among MBFS USA, as lender and as servicer, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Executive Officer” means, with respect to any (i) corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation and (ii) partnership, any general partner thereof.

“FATCA” means Sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future regulations or official interpretations thereof.

“FATCA Withholding Tax” means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register.

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“Noteholder FATCA Information” means, with respect to any Noteholder or holder of an interest in a Note, information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

“Noteholder Tax Identification Information” means, with respect to any Noteholder, information and/or properly completed and signed tax certifications sufficient to determine the amount of any withholding of tax.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.06 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“PTCE” means Prohibited Transaction Class Exemption.

“Trust Estate” means all of the Issuer’s right, title and interest in and to the 2021-A Collateral.  Notwithstanding the foregoing, it is understood that for all purposes of this Indenture and the other 2021-A Basic Documents, with respect to the proceeds from the sale or other disposition of a 2021-A Vehicle that are part of 2021-A Collections, the Servicer shall remit when due an amount equal to such proceeds (less related Liquidation Expenses) rather than the actual proceeds from such sale or other disposition, which actual proceeds shall be deposited into a Qualified Intermediary Account and shall not constitute part of the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit the actual proceeds (less related Liquidation Expenses) from such sale or other disposition directly into the 2021-A Exchange Note Collection Account.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

Section 1.02.  Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

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ARTICLE TWO

THE NOTES

Section 2.01.  Form.  The Notes, together with the Indenture Trustee’s certificate of authentication, shall be issued in definitive form substantially in the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officer of the Issuer executing such Notes, as evidenced by his or her execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02.  Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall upon Issuer Order authenticate and deliver Notes for original issue the Notes in the following aggregate principal amounts: (i) $245,000,000 of Class A-1 Notes, (ii) $490,000,000 of Class A-2 Notes, (iii) $428,000,000 of Class A-3 Notes and (iv) $110,860,000 of Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06.

Each Note shall be dated the date of its authentication.  The Notes shall be issuable as registered notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the 2021-A Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note and one Class A-4 Note may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance and the Initial Class A-4 Note Balance, respectively.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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Section 2.03.  Temporary Notes.  Pending the preparation of Definitive Notes pursuant to Section 2.12, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like tenor and principal amount of Definitive Notes of authorized denominations of the same aggregate outstanding principal amount.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.04.  Tax Treatment.  The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes, including federal, State and local income, single business and franchise tax purposes, the Notes, if held by persons other than the beneficial owner of the equity in the Issuer or by an affiliate of such beneficial owner for such purposes, will qualify as indebtedness of the Issuer secured by the Trust Estate.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner, by its acceptance of an interest in the applicable Book-Entry Note), agree (i) to treat the Notes for all purposes, including federal, State and local income, single business and franchise tax purposes, as indebtedness and (ii) not to take any action inconsistent with the agreement in clause (i) above, including claiming a Note represents ownership of any 2021-A Vehicles or the right to take deductions for depreciation or otherwise.

Section 2.05.  Registration; Registration of Transfer and Exchange.

(a)          The Issuer shall cause to be kept a register (the “Note Register”) in which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Notwithstanding anything herein to the contrary, no assignment or transfer of any Note shall be effective unless such assignment or transfer shall have been recorded in the Note Register.  The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

(b)          If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of Notes and the principal amounts and number of such Notes.

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(c)          Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations and of a like aggregate principal amount.

(d)          At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at such office or agency.  Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.03 or 9.06 not involving any transfer.

(e)          The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note selected for redemption.

(f)          By acquiring a Note (or interest therein) each purchaser and  transferee (and if the purchaser or transferee is a Benefit Plan, its fiduciary) will be required to represent in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that either (i) it is not and is not acting on behalf of, or using the assets of, a Benefit Plan or (ii) its acquisition and continued holding of the Note (or interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a violation of any Similar Law.

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(g)          The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable State securities laws, ERISA,  as applicable, or the Code; except that if a certificate is specifically required by the terms of this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section.

(h)          Any purported transfer of a Note not in accordance with this Section shall be null and void and shall not be given effect for any purpose whatsoever.

(i)          Upon any sale or transfer of any Note (or interest therein) that was retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes as of the 2021-A Closing Date, if for tax or other reasons it may be necessary to track any such Note (for example, if the Notes have original issue discount), tracking conditions such as requiring separate CUSIPs may be required by the Issuer as a condition to such transfer and the Issuer shall provide prior written notice of such sale or transfer and tracking condition to the Indenture Trustee.

Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Protected Purchaser, and provided that the requirements of Sections 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom such replacement Note was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

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Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07.  Persons Deemed Owner.  Prior to due presentment for registration of transfer of any Note, the Issuer and any agent of the Issuer or the Indenture Trustee will treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.08.  Payment of Principal and Interest.

(a)          The Notes shall accrue interest at their respective Interest Rates, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.01 and 8.03.  Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee or the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment Date for such Note (and except for the Note Redemption Price for any Note called for pursuant to Section 10.01), which shall be payable as provided below.  The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b)          The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.03.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earliest of (i) date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02, (ii) the Final Scheduled Payment Date for such Class of Notes and (iii) the Redemption Date, if any.  All principal payments on a Class of Notes shall be made pro rata to the Noteholders entitled thereto.  The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.

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(c)          If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate, which shall be due and payable on the Payment Date following such default.  The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record Date for such following Payment Date.

Section 2.09.  Cancellation.  All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

Section 2.10.  Book-Entry Notes.  Except as provided in Section 2.12, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as custodian for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer.  The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.12.  Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(i)           the provisions of this Section shall be in full force and effect;

(ii)          the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes, and shall have no obligation to the Note Owners;

(iii)         to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)         the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants; pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and

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(v)          whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class) evidencing a specified percentage of the Note Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Section 2.11.  Notices to Clearing Agency.  Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

Section 2.12.  Definitive Notes.  Definitive Notes will be issued only if:

(i)           (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (b) the Indenture Trustee is not able to locate a qualified successor; or

(ii)          after the occurrence of an Event of Default, owners of Book-Entry Notes representing the Majority Noteholders advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners.

In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same.

Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer at its own expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Noteholders of the Definitive Notes as Noteholders hereunder.

Section 2.13.  Release of Collateral.  Subject to Section 11.01 and the terms of the other 2021-A Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and, if required by Section 11.01, Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.  If the Commission shall issue an exemptive order under TIA Section 304(d) modifying the Indenture Trustee’s obligations under TIA Sections 314(c) and 314(d)(1), the Indenture Trustee shall release property from the Lien of this Indenture in accordance with the conditions and procedures set forth in such exemptive order.

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Section 2.14.  [Reserved].

Section 2.15.  Authenticating Agents.  Upon the request of the Issuer, the Indenture Trustee shall appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.03, 2.05, 2.06 and 9.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes.  For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee.

Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity.

Section 2.16.  FATCA.  Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.

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ARTICLE THREE

COVENANTS AND REPRESENTATIONS

Section 3.01.  Payment of Principal and Interest.  The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.02.  Maintenance of Office or Agency.  The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.03.  Money for Payments to be Held in Trust.  As provided in Sections 5.04(b) and 8.03, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the 2021-A Distribution Account pursuant to such Sections shall be made on behalf of the Issuer by the Indenture Trustee or by a Note Paying Agent, and no amounts so withdrawn from the 2021-A Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section.

The Issuer will cause each Note Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Note Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

(a)          hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(b)          give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(c)          at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent;

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(d)          immediately resign as a Note Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(e)          comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such payment by any Note Paying Agent to the Indenture Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

Subject to Applicable Laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Note Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying Agent, at the last address of record for each such Holder).

Section 3.04.  Existence.  The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Trust Estate and each other instrument or agreement included in the Trust Estate.

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Section 3.05.  Protection of the Trust Estate.  The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other Liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on and a first priority, perfected security interest in the Trust Estate.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)          maintain or preserve the Lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(b)          perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(c)          enforce any of the Trust Estate;

(d)          preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all Persons; or

(e)          pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section.

The Issuer authorizes the Indenture Trustee and its counsel to file UCC financing statements in form and substance satisfactory to the Indenture Trustee, describing the collateral as “all assets of the Issuer, including its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) such assets, whether now owned or existing or hereafter arising or acquired and wheresoever located” or words to that effect, and any limitations on such collateral description.

Section 3.06.  Opinions as to Trust Estate.

(a)          On the 2021-A Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, the execution and delivery of the Indenture and the delivery for value to and taking of physical possession in the State of New York by the Indenture Trustee of the 2021-A Exchange Note, will create a valid first priority perfected security interest, for the benefit of the Indenture Trustee on behalf of the Holders of Notes in the 2021-A Exchange Note.

(b)          On or before April 30^th of each calendar year, beginning with April 30, 2022, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to continue the lien and security interest of the Indenture Trustee in the 2021-A Exchange Note and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (ii) no such action is necessary to continue such lien and security interest.

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Section 3.07.  Performance of Obligations; Servicing of 2021-A Leases and 2021-A Vehicles.

(a)          The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other 2021-A Basic Documents or such other instrument or agreement.

(b)          The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c)          The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other 2021-A Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other 2021-A Basic Documents, in accordance with and within the time periods provided for herein and therein.

(d)          If the Issuer shall have knowledge of the occurrence of an Exchange Note Servicer Event of Default, the Issuer shall promptly notify the Indenture Trustee, the Transferor and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default.  If an Exchange Note Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the 2021-A Servicing Agreement with respect to the Trust Estate, the Issuer shall take all reasonable steps available to it to remedy such failure.  Upon the occurrence of an Exchange Note Servicer Event of Default, all the rights and obligations of the Servicer may be terminated pursuant to Section 8.03(c) of the Basic Servicing Agreement and a successor Servicer shall be appointed pursuant to Section 8.04 of the Basic Servicing Agreement.

(e)          Upon any termination of the Servicer’s rights and powers pursuant to Sections 8.01 or 8.03 of the Basic Servicing Agreement or Section 7.01 of the 2021-A Servicing Supplement or resignation of the Servicer pursuant to Section 3.06 of the Basic Servicing Agreement, the Issuer or the Indenture Trustee shall promptly, but in any event within two Business Days of the Issuer or a Responsible Officer receiving notice or having actual knowledge of such termination or resignation, notify the other entity thereof.  As soon as a Successor Servicer is appointed pursuant to Section 8.04 of the Basic Servicing Agreement and Section 7.01 of the 2021-A Servicing Supplement, and in any event within two Business Days of the Issuer or a Responsible Officer receiving notice or having actual knowledge thereof, the Issuer or the Indenture Trustee shall notify the other entity of such appointment, specifying in such notice the name and address of such successor Servicer.

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(f)          On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer pursuant to Section 7.01 of the 2021-A Servicing Supplement, shall, without further action, pass to and be vested in the Indenture Trustee.  The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Transferor and the Owner Trustee and in such event will be released from such duties and obligations, such release not to be effective until the date a new Servicer assumes the obligations under the 2021-A Servicing Agreement.  Upon delivery of any such notice, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a new Servicer as the Successor Servicer.

If the Indenture Trustee shall succeed to the duties of the Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the 2021-A Leases and 2021-A Vehicles.  In case the Indenture Trustee shall become successor to the Servicer under the 2021-A Servicing Agreement, the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided, that the Indenture Trustee, in its capacity as Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as sub-Servicer.  Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the 2021-A Servicing Agreement, the amount necessary to induce any Successor Servicer to act as Successor Servicer under the 2021-A Servicing Agreement, the responsibilities of the Servicer set forth in Section 3.05 or Section 3.10 of the 2021-A Servicing Supplement, or the obligations with respect to the payment or reimbursement of fees, expenses or other amounts (including indemnities other than those resulting from the actions of the Indenture Trustee as successor Servicer) of the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer, the fees and expenses of the Owner Trustee’s attorneys, the Indenture Trustee’s attorneys, or the Asset Representations Reviewer’s attorneys, the fees and expenses of any custodian and the fees and expenses of independent accountants or expenses incurred in connection with distributions and reports to the Noteholders.

(g)          Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that (i) it will not, without the prior written consent of the Indenture Trustee or the Majority Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any assets of the Trust Estate (except to the extent otherwise provided in the 2021-A Basic Documents), or waive timely performance or observance by the Servicer under the 2021-A Servicing Agreement and (ii) any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes.  If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee (acting at the written direction of the Majority Noteholders) may deem necessary or appropriate in the circumstances.

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Section 3.08.  Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:

(a)          engage in any business or activities other than financing, purchasing, owning, acquiring, selling, pledging and managing the 2021-A Exchange Note as contemplated by this Indenture and the other 2021-A Basic Documents;

(b)          except as expressly permitted by this Indenture or the other 2021-A Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee (acting at the written direction of the Majority Noteholders);

(c)          claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(d)          dissolve or liquidate in whole or in part;

(e)          (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than Permitted Liens and the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax Liens, mechanics’ Liens and other Liens that arise by operation of law, in each case on any of the 2021-A Vehicles and arising solely as a result of an action or omission of the related Obligor) or (iii) permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or

(f)          incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with, or otherwise permitted by, the 2021-A Basic Documents.

Section 3.09.  Issuer May Consolidate, etc., Only on Certain Terms.

(a)          The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)           the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

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(ii)          immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)         the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such consolidation or merger, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, each for federal income tax purposes, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code;

(iv)         any action that is necessary to maintain the Lien created by this Indenture shall have been taken;

(v)          the Issuer shall have delivered to the Transferor, the Servicer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article and that all conditions precedent herein relating to such transaction have been complied with (including any filing required under the Exchange Act); and

(vi)         the Rating Agency Condition shall have been satisfied with respect to such transaction.

(b)          Other than as specifically contemplated by the 2021-A Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless:

(i)           the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of Notes and (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes;

(ii)          immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

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(iii)         the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction, the Issuer will not be classified as (1) an association or (2) a publicly traded partnership taxable as a corporation, each for federal income tax purposes, (B) such transaction will not cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (C) such transaction will not cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code.

(iv)         any action that is necessary to maintain the Lien created by this Indenture shall have been taken (including any filing required under the Exchange Act);

(v)          the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(vi)         the Rating Agency Condition shall have been satisfied with respect to such transaction.

Section 3.10.  Successor or Transferee.

(a)          Upon any consolidation or merger of the Issuer in accordance with Section 3.09(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)          Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.09(b), the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.

Section 3.11.  Servicer’s Obligations.  The Issuer shall cause the Servicer to comply with the 2021-A Servicing Agreement.

Section 3.12.  Guarantees, Loans, Advances and Other Liabilities.  Except as otherwise contemplated by the 2021-A Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.13.  Capital Expenditures.  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

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Section 3.14.  Removal of Administrator.  So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause without providing prior written notice to the Rating Agencies.

Section 3.15.  Restricted Payments.  Except as otherwise permitted by the 2021-A Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (a) distributions as contemplated by, and to the extent funds are available for such purpose under, the 2021-A Basic Documents and (b) payments to the Trustees pursuant to Section 1.02(b) of the 2021-A Administration Agreement.  The Issuer will not, directly or indirectly, make payments to or distributions from the 2021-A Exchange Note Collection Account, the 2021-A Distribution Account or the 2021-A Reserve Account except in accordance with this Indenture and the other 2021-A Basic Documents.

Section 3.16.  Notice of Events of Default.  The Issuer shall give the Indenture Trustee and each Rating Agency prompt written notice of each Event of Default hereunder.

Section 3.17.  Further Instruments and Acts.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.18.  Delivery of 2021-A Exchange Note.  On the 2021-A Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 2021-A Exchange Note.  The Indenture Trustee shall take possession of the 2021-A Exchange Note in the State of New York and shall at all times during the period of this Indenture maintain custody of the 2021-A Exchange Note in the State of New York.

Section 3.19.  Compliance With Laws.  The Issuer shall comply with the requirements of all Applicable Laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other 2021-A Basic Document.

Section 3.20.  Annual Statement as to Compliance.  The Issuer will deliver to the Transferor and the Indenture Trustee, on or before June 30 of each year (commencing with the June 30 that is at least six months after the 2021-A Closing Date), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(a)          a review of the activities of the Issuer during the preceding year (or such shorter period in the case of the first such Officer’s Certificate) and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

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(b)          to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout the preceding year (or such shorter period in the case of the first such Officer’s Certificate) or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.21.  Representations.  The Issuer hereby represents, warrants, and covenants to the Indenture Trustee as follows on the 2021-A Closing Date:

(a)          Organization and Qualification.  The Issuer is duly formed, validly existing and in good standing under the laws of its jurisdiction.

(b)          Power, Authorization and Enforceability.  The Issuer has the power and authority to execute, deliver and perform the terms of this Indenture.  The Issuer has authorized the execution, delivery and performance of the terms of this Indenture.  This Indenture is the legal, valid and binding obligation of the Issuer enforceable against the Issuer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)          No Conflicts and No Violation.  The execution and delivery by the Issuer of this Indenture, the consummation by the Issuer of the transactions contemplated by this Indenture and the compliance by the Issuer with this Indenture will not (i) violate any law, governmental rule or regulation applicable to the Issuer or any judgment or decree binding on it or (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Issuer is a debtor or guarantor, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under this Indenture.

(d)          No Proceedings.  To the Issuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court or other governmental authority:  (i) asserting the invalidity of this Indenture or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the 2021-A Collateral or the Issuer’s ability to perform its obligations under, or the validity or enforceability of, this Indenture or the Notes.

(e)          Financial Condition.  The Issuer is not insolvent or the subject of an Insolvency Event and the pledge of the 2021-A Collateral is not being made in contemplation of the occurrence thereof.

(f)          Perfection Representations.  The Issuer makes the representations and warranties set forth on Exhibit C.

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ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (e) certain rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(i)           either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable at the related Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;

(ii)          the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(iii)         the Issuer has delivered to the Transferor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent Certificate, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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Section 4.02.  Satisfaction, Discharge and Defeasance of the Notes.

(a)          Upon satisfaction of the conditions set forth in Section 4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to:

(i)           the rights of the Noteholders to receive, from the trust funds described in Section 4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest;

(ii)          the obligations of the Issuer with respect to the Notes under Sections 2.05, 2.06, 3.02 and 3.03;

(iii)         the obligations of the Administrator to the Indenture Trustee under Section 6.07; and

(iv)         the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder.

(b)          The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.02(a) is subject to the satisfaction of all of the following conditions:

(i)          the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of Independent accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be;

(ii)          such deposit will not result in a breach or violation of, or constitute an event of default under, any Issuer Basic Document or other agreement or instrument to which the Issuer is bound;

(iii)         no Event of Default has occurred and is continuing on the date of such deposit or on the 91^st day after such date; and

(iv)         the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture provided for in the Indenture relating to the defeasance contemplated by this Section have been complied with.

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Section 4.03.  Application of Trust Money.  All monies deposited with the Indenture Trustee pursuant to this Article shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Note Paying Agent, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the 2021-A Servicing Agreement or required by Applicable Law.

Section 4.04.  Repayment of Monies Held by Note Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Note Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03, and thereupon such Note Paying Agent shall be released from all further liability with respect to such monies.

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ARTICLE FIVE

EVENTS OF DEFAULT; REMEDIES

Section 5.01.  Events of Default.  “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)          default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days or more;

(b)          default in the payment of the principal of any Note on the related Final Scheduled Payment Date;

(c)          default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), and such default is materially adverse to the Noteholders, and such default shall continue or not be cured for a period of 60 days after there shall have been given, by registered or certified mail or by overnight courier, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Notes representing at least 25% of the Outstanding Amount, a written notice specifying such default and requiring it to be remedied;

(d)          any breach in any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or thereto, and such misrepresentation or warranty is materially adverse to the Noteholders, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail or by overnight courier, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Notes representing at least 25% of the Outstanding Amount, a written notice specifying such incorrect representation or warranty and requiring it to be remedied; or

(e)          the occurrence of an Insolvency Event with respect to the Issuer.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clauses (a) through (d) above for a period of 120 days will not constitute an Event of Default if that failure or delay was caused by a Force Majeure.

The Issuer shall deliver to the Transferor and the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice, the lapse of time or both would become an Event of Default under clause (c) or (d) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

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Section 5.02.  Acceleration of Maturity; Rescission and Annulment.

(a)          If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Majority Noteholders may declare the Notes to be immediately due and payable, by a notice in writing to the Issuer (who will provide such notice to the Rating Agencies), the Indenture Trustee (if notice is given by Noteholders), the Transferor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b)          If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article, the Majority Noteholders, by written notice to the Issuer, the Transferor and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if:

(i)           the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on the Notes, (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and (C) all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)          all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03.  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)          The Issuer covenants that if (i) there is a default relating to the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days or (ii) an Event of Default occurs in the payment of the principal of or any installment of the principal of any Note on the related Final Scheduled Payment Date, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

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(b)          In case the Issuer shall fail forthwith to pay amounts described in Section 5.03(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

(c)          If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, acting at the written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)          In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under any Insolvency Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)           to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders of Notes allowed in such Proceedings;

(ii)          unless prohibited by Applicable Law, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)         to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

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(iv)         to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of the Indenture Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith.

(e)          Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)          All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of Notes.

(g)          In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.04.  Remedies; Priorities.

(a)          If an Event of Default shall have occurred and be continuing, the Indenture Trustee (acting at the written direction of the Majority Noteholders) may do one or more of the following (subject to Sections 5.02 and 5.05):

(i)           institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon the Notes monies adjudged due;

(ii)          institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

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(iii)        exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of Notes; and

(iv)         sell or otherwise liquidate the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless (A) the Holders of Notes representing 100% of the Outstanding Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of Notes representing 66 2/3% of the Outstanding Amount; provided, further, that the Indenture Trustee may not sell the Trust Estate unless it shall first have obtained an Opinion of Counsel (at the expense of the Issuer) that such sale will not cause the Titling Trust or an interest therein or portion thereof or the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes.  In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

(b)          If the Indenture Trustee collects any money or property pursuant to this Article upon sale of the Trust Estate, it shall deposit such money or property into the 2021-A Exchange Note Collection Account pursuant to Section 8.03(b), and all amounts on deposit in the 2021-A Exchange Note Collection Account and the 2021-A Reserve Account shall be distributed on the related Payment Date in the following order:

(i)           pro rata, (A) to pay to the Collateral Agent any expenses and indemnified amounts due with respect to the 2021-A Exchange Note or the 2021-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to pay to the Administrative Agent any expenses and indemnified amounts due with respect to the 2021-A Exchange Note or the 2021-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to pay to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement and (D) to the payment of all fees, expenses and indemnified amounts then due to the Trustees to the extent not paid by the Transferor or the Administrator, in each case, without limitation;

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(ii)          to the Noteholders, the Interest Distributable Amount, to pay interest due on each Class of Notes outstanding on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue interest at the related interest rate;

(iii)         to the Holders of the Class A-1 Notes, principal on the Class A-1 Notes, until the Class A-1 Notes have been paid in full;

(iv)         to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, principal on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until all such Classes of Notes have been paid in full;

(v)          if a Successor Servicer has been appointed pursuant to the 2021-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2021-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; and

(vi)         to the Certificateholder, any amounts remaining after the foregoing distributions.

(c)          If the Indenture Trustee collects any money or property pursuant to this Section, the Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the Indenture Trustee shall mail to each Noteholder, the Issuer  and the Servicer a notice that states the record date, the payment date and the amount to be paid.

Section 5.05.  Optional Preservation of the Trust Estate.  If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof, in accordance with Sections 3.01 and 8.03.  It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Section 5.06.  Limitation of Suits.  Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority Noteholders.

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It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding the greatest percentage of the Outstanding Amount.

Section 5.07.  Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, any Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08.  Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.09.  Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10.  Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

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Section 5.11.  Control by Noteholders of the Majority Noteholders.  The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(a)          such direction shall not be in conflict with any rule of law or with this Indenture;

(b)          subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Outstanding Amount;

(c)          if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Trust Estate shall be of no force and effect; and

(d)          the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12.  Waiver of Past Defaults.  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Noteholders may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

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Section 5.13.  Undertaking for Costs.  All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, the provisions of this Section shall not apply to any suit instituted by (i) the Indenture Trustee, (ii) any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount or (iii) by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14.  Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15.  Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16.  Performance and Enforcement of Certain Obligations.

(a)          Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the 2021-A Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the 2021-A Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the 2021-A Servicing Agreement.

(b)          If an Event of Default has occurred and is continuing, the Indenture Trustee shall, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Servicer under or in connection with the 2021-A Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the 2021-A Servicing Agreement, and any right of the Issuer to take such action shall be suspended unless such Event of Default has been waived or otherwise cured.

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Section 5.17.  Sale of Trust Estate.  If the Indenture Trustee acts to sell the Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids.  Following such publication, the Indenture Trustee shall, unless otherwise prohibited by applicable law from any such action, sell the Trust Estate or any part thereof, in such manner and on such terms as provided above to the highest bidder; provided, however, that the Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale.  The Indenture Trustee shall give notice to the Transferor and Servicer of any proposed sale, and the Transferor and Servicer shall be permitted to bid for the Trust Estate at any such sale.  The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable.  The power to effect any sale of any portion of the Trust Estate pursuant to Section 5.04 and this Section shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall has been sold or all amounts payable on the Notes shall have been paid.

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ARTICLE SIX

THE INDENTURE TRUSTEE

Section 6.01.  Duties of Indenture Trustee.

(a)          If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)          Except during the continuance of an Event of Default:

(i)           the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)          in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)          The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)           this paragraph does not limit the effect of Section 6.01(b);

(ii)          the Indenture Trustee shall not be liable for any error of judgment made in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)         the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 5.11 and 7.02.

(d)          Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Sections 6.01(a), (b), (c) and (g).

(e)          The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f)          Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the other 2021-A Basic Documents.

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(g)          No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Servicer in accordance with the terms of this Indenture.

(h)          Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Section 6.02.  Rights of Indenture Trustee.

(a)          Except as provided by the second succeeding sentence, the Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Indenture Trustee need not investigate any fact or matter stated in the document.  Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.

(b)          Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel.  The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)          The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)          The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)          The Indenture Trustee may consult with counsel, and the advice of such counsel or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. The Indenture Trustee may also consult with financial expert(s) with respect to the performance of its duties under this Indenture, and so long as the Indenture Trustee selects such financial expert(s) with due care, the Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the advice of such financial expert(s) and not contrary to this Indenture or any other 2021-A Basic Document.

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(f)          The Indenture Trustee shall be under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture or (ii) institute or conduct or defend litigation or investigate any matter or Noteholder direction or request pursuant to this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)          The Indenture Trustee shall not be deemed to have discovered or to have knowledge of any Default, Event of Default, breach of a representation or warranty or other event unless an Responsible Officer of the Indenture Trustee has actual knowledge that a Default, Event of Default, breach of a representation or warranty or such other event has in fact occurred or has received written notice evidencing that an event which is in fact a Default, Event of Default, breach of representation or warranty or such other event has in fact occurred in accordance with the provisions of this Indenture; provided, however, that, for the avoidance of doubt, the Indenture Trustee shall not be deemed to have knowledge of a breach of representation or warranty solely as a result of the receipt and possession by the Indenture Trustee of the Review Report.

(h)          The Indenture Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Indenture from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, epidemics or pandemics, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, unforeseeable loss or failures of mechanical, electronic or communication systems. The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(i)          In the absence of willful misconduct, bad faith or negligence on its part, the Indenture Trustee will not be liable for any action taken or not taken by it in good faith in the administration of any Noteholder vote as to whether to direct the Asset Representations Reviewer to conduct a Review of the Review Assets so long as the administration of such vote conforms in all material respects to the Indenture Trustee’s standard internal vote solicitation process in effect at the time of such Noteholder vote.

(j)          In no event will the Indenture Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention.  The Indenture Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect.

(k)          The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, be unjustly prejudicial to the non-directing Noteholders, is inconsistent with the Indenture or other 2021-A Basic Documents or is contrary to law.

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(l)          The Indenture Trustee shall not be liable for failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder other than if such other party’s failure is caused by the Indenture Trustee’s willful misconduct, bad faith or negligence.

(m)         The Indenture Trustee’s receipt of reports and information hereunder shall not constitute notice of any information contained therein or determinable therefrom, including but not limited to a party’s compliance with covenants under the Indenture.

(n)          Any discretion, permissive right or privilege of the Indenture Trustee to take or refrain from taking actions enumerated in this Indenture or other 2021-A Basic Documents shall not be construed as a duty or obligation.

(o)          The rights, privileges, protections and indemnities afforded to the Indenture Trustee hereunder shall apply equally to U.S. Bank National Association in its other capacities hereunder.

Section 6.03.  Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.  The Indenture Trustee must, however, comply with Section 6.11.

Section 6.04.  Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be (i) responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) accountable for the Issuer’s use of the proceeds from the Notes and (iii) responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.05.  Notice of Defaults and Repurchase Requests.

(a)          If an Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Event of Default within 30 days after it occurs.  Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

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(b)          Not later than the fifth day of each calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning March 5, 2021, the Indenture Trustee shall provide to MBFS USA and the Transferor a notice in substantially the form of Exhibit B with respect to any demands received by the Indenture Trustee during the immediately preceding calendar month (or, in the case of the initial notice, since the 2021-A Closing Date) that any 2021-A Lease be reallocated by the Servicer pursuant to Section 3.05 of the 2021-A Servicing Supplement.  The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by MBFS USA and the Transferor with Rule 15Ga-1 under the Exchange Act.  The Indenture Trustee agrees to comply with reasonable requests made by MBFS USA or the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such Rule.  The Indenture Trustee shall cooperate fully with all reasonable requests of MBFS USA and the Transferor to deliver any and all records and any other information, in each case in its possession,  necessary to permit MBFS USA and the Transferor to comply with the provisions of such Rule.

Section 6.06.  Reports by Indenture Trustee to Holders.  On or prior to each Payment Date, the Indenture Trustee shall deliver or make available on its website (http://pivot.usbank.com) to each Noteholder a copy of each Monthly Investor Report delivered to it pursuant to the 2021-A Servicing Supplement.  The Indenture Trustee shall make available electronically, within a reasonable period of time after the end of each calendar year, to each Person who at any time during such calendar year was a Noteholder, such information furnished to the Indenture Trustee as may be required to enable such Person to prepare its federal and State income tax returns.  The Indenture Trustee shall provide to each Noteholder upon request, copies of the 2021-A Basic Documents, the report regarding the Servicer’s compliance and the accountants’ attestation delivered pursuant to the 2021-A Servicing Supplement.

Section 6.07.  Compensation and Indemnity.  The Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts.

The Issuer shall, or shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other 2021-A Basic Documents, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder.  The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder.  The Issuer shall, or shall cause the Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel.  Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

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The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or resignation or removal of the Indenture Trustee.  When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law.

Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential damages of any kind whatsoever, including but not limited to lost profits, even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.08.  Replacement of Indenture Trustee.

(a)          No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time (with 30 days prior notice) by so notifying the Issuer, the Transferor, the Administrator and the Noteholders, and will provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee.  The Majority Noteholders may remove the Indenture Trustee by so notifying (with 30 days’ prior written notice) the Indenture Trustee, the Issuer, the Transferor and the Administrator (who shall notify the Rating Agencies) and may appoint a successor Indenture Trustee.  The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) an Insolvency Event occurs with respect to the Indenture Trustee or (iii) the Indenture Trustee otherwise becomes incapable of acting.

(b)          The Transferor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(f), 6.08 or 6.09 with respect to notice to or providing information to the Transferor, or with Article Seven of the 2021-A Exchange Note Supplement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions).

(c)          If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the Transferor and the Administrator and shall also provide all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee.  Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a notice of its succession to the Noteholders.  The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

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(d)          If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.  If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(e)          Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee.  Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09.  Successor Indenture Trustee by Merger.

(a)          If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the Servicer (and the Servicer shall provide to the Rating Agencies) prior written notice of any such transaction.

(b)          In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

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Section 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)          Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person or Persons, in such capacity and for the benefit of the 2021-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08.

(b)          Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)           all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)          no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)         the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)          Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator.

(d)          Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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Section 6.11.  Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and shall have a long-term debt rating of “A3” or better by Moody’s and “A” or better by Standard & Poor’s or shall otherwise be acceptable to each Rating Agency.  The Indenture Trustee shall satisfy the requirements of Section 310(b) of the TIA.

Section 6.12.  Preferential Collection of Claims Against Issuer.  The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

Section 6.13.  Issuer as Holder of the 2021-A Exchange Note.  So long as any Notes are Outstanding, to the extent that the Owner Trustee or the Issuer has rights as a holder of the 2021-A Exchange Note, including rights to distributions and notice, or is entitled to consent to any actions taken by the Transferor, the Owner Trustee or the Issuer may initiate such action or grant such consent only with consent of the Indenture Trustee (acting at the written direction of the Majority Noteholders).  To the extent that the Issuer has rights as a holder or Registered Pledgee of the 2021-A Exchange Note or has the right to consent or withhold consent with respect to actions taken by the Transferor, the Owner Trustee or the Issuer, such rights shall be exercised or consent granted (or withheld) upon the written direction of the Majority Noteholders; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Event of Default shall be made by Holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount.

Section 6.14.  Representations and Warranties of Indenture Trustee.  The Indenture Trustee hereby makes the following representations and warranties, as of the 2021-A Closing Date, on which the Issuer and Noteholders shall rely:

(a)          the Indenture Trustee is a banking association duly organized and validly existing under the laws of the United States;

(b)          the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c)          this Indenture is an enforceable obligation of the Indenture Trustee;

(d)          the execution and delivery by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) violate any law, governmental rule or regulation applicable to the Indenture Trustee or any judgment or decree binding on it or (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument to which the Indenture Trustee is a party, in each case which conflict, breach, or default,  would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture;

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(e)          neither the Indenture Trustee nor its affiliates is in material default under any agreement, contract, instrument, or indenture of any nature whatsoever to which the Indenture Trustee or its affiliates is bound, which default would have a material adverse effect on the ability of the Indenture Trustee to perform its obligations under the 2021-A Basic Documents to which it is a party;

(f)          to the Indenture Trustee’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before Governmental Authority (i) asserting the invalidity of any of the 2021-A Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the 2021-A Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under, or the validity or enforceability of, any of the 2021-A Basic Documents or the Notes;

(g)          the Indenture Trustee does not have any reason or cause to believe that it cannot perform each and every covenant that it is making contained in this Indenture; and

(h)          no consent, approval, authorization, or order of any Person, court, or governmental agency or body is required under federal law for the execution, delivery, and performance by the Indenture Trustee, or compliance by it with the Indenture or the consummation by it of the transactions contemplated by the Indenture, or if required has been obtained or can be obtained prior to the execution of the Indenture.

Section 6.15.  Furnishing of Monthly Investor Reports and Other Documents.  The Indenture Trustee shall furnish to any Noteholder promptly upon receipt of a written request by such Noteholder or Note Owner therefor (at the expense of the requesting Noteholder or Note Owner), copies of the 2021-A Basic Documents and duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Indenture Trustee under the 2021-A Basic Documents. In the event that a Note Owner or Noteholder requests a complete copy of the Review Report, the Indenture Trustee shall not deliver such complete copy until (i) such Note Owner or Noteholder delivers to the Indenture Trustee a nondisclosure agreement in a form satisfactory to the Indenture Trustee with respect to the information in such Review Report, (ii) such complete copy of the Review Report is redacted by the Servicer prior to such delivery in a form satisfactory to the Indenture Trustee and the requesting Note Owner or Noteholder or (iii) the Servicer provides a certificate that, to the certifying officer’s knowledge, the Review Report does not contain any not publically available Personally Identifiable Information.

Section 6.16.  Encryption.  Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Indenture Trustee that the Indenture Trustee in its sole discretion deems to contain confidential, proprietary, and/or sensitive information may be encrypted or made available at the Indenture Trustee’s website at http://pivot.usbank.com on a password protected basis.

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ARTICLE SEVEN

NOTEHOLDER COMMUNICATIONS AND REPORTS

Section 7.01.  Noteholder List and Noteholder Communications.

(a)          The Issuer will furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after the earlier of (A) each Record Date and (B) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Record Date, and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished.  The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee under this section and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it under this section upon receipt of a new list so furnished.

(b)          Three or more Noteholders may request the list of the Holders of Notes maintained by the Indenture Trustee pursuant to Section 7.01(a) for the purpose of communicating with other Noteholders about such requesting Noteholders’ rights under the Indenture or under the Notes.  Any such request must be submitted to the Indenture Trustee in accordance with the requirements of Section 7.01(d) and be accompanied by a copy of the communication that such requesting Noteholders propose to send.

(c)          Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes subject to the rights of the Indenture Trustee set forth in such Section.  The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

(d)          A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices of events or occurrences and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notifying the Indenture Trustee of such events or occurrences.  Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note.  The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to obligations of the Indenture Trustee in connection with an asset representations review demand set forth in Section 7.02, unless the Noteholder or Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the fees and expenses that it may incur in complying with the request, demand or direction.

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(e)          A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other 2021-A Basic Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Commission.  Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.01(e) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other 2021-A Basic Documents, and will not be used for other purposes.  The Issuer will promptly deliver any request to the Servicer.  On receipt of a request, the Servicer will include in the Form 10-D filed by the Issuer with the Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other 2021-A Basic Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.

Section 7.02.  Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, on whether to direct the Asset Representations Reviewer to conduct a Review under the Asset Representations Review Agreement.  In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  If the Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request such vote of the Noteholders and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of a sufficient percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, including the applicable voting deadline.  The vote will remain open until the 150th day after the filing of that Form 10-D.  Assuming a voting quorum of Noteholders and Note Owners holding at least 5% of the aggregate Note Balance of the Notes (as of the last day of the related Collection Period) is reached, if the Noteholders and Note Owners representing at least 51% of the Note Balance of Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer informing the Asset Representations Reviewer to commence the Review under the Asset Representations Review Agreement and stating that such Review Notice is being delivered pursuant to this Section and Section 3.01 of the Asset Representations Review Agreement. For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Reviewer.  The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Assets and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent.

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Section 7.03.  Reports by Issuer.

(a)          The Issuer shall:

(i)           file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)          file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)         supply to the Indenture Trustee (and the Indenture Trustee shall mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by the rules and regulations prescribed from time to time by the Commission.

(b)          Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

Section 7.04.  Reports by Indenture Trustee.

(a)          If required by TIA Section 313(a), within 60 days after each December 15^th beginning with December 15, 2021, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c), a brief report dated as of such date that complies with TIA Section 313(a).  The Indenture Trustee shall also comply with TIA Section 313(b).

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(b)          The Indenture Trustee shall provide to the Administrator and the Servicer, to be filed by the Administrator or the Servicer with the Commission and each stock exchange, if any, on which the Notes are listed, a copy of each report mailed to Noteholders pursuant to this Indenture.  The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

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ARTICLE EIGHT

DISBURSEMENTS AND RELEASES

Section 8.01.  Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such money received by it as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five.

Section 8.02.  Monthly Investor Report.

(a)          On each Determination Date, the Issuer shall cause the Servicer to deliver, pursuant to Section 6.01(b) of the 2021-A Servicing Supplement, to the Indenture Trustee, the Monthly Investor Report with respect to the related Payment Date and Collection Period.

(b)          The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Monthly Investor Report delivered to the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully protected in relying upon such reports.

(c)          On each Payment Date, the Indenture Trustee shall send by first class mail or other reasonable means (including the posting on the Indenture Trustee’s website at http://pivot.usbank.com) the Monthly Investor Report prepared by the Servicer to each Person that was a Noteholder as of the close of business on the related Record Date (which shall be Cede & Co., as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein).  Note Owners may obtain copies of, or access to, such reports upon a request in writing to the Indenture Trustee at the Corporate Trust Office.

Section 8.03.  Disbursement of Funds.

(a)          On each Payment Date prior to the acceleration of the Notes following the occurrence of an Event of Default, the Indenture Trustee will (based on the information contained in the related Monthly Investor Report) withdraw from the 2021-A Exchange Note Collection Account an amount equal to the 2021-A Available Funds and shall apply such amount in accordance with the following priorities:

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(i)           pro rata, up to a maximum of $250,000 each calendar year, to pay (A) to the Collateral Agent any expenses or indemnified amounts due with respect to the 2021-A Exchange Note or the 2021-A Reference Pool under Section 3.01(c) of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (B) to the Administrative Agent any expenses or indemnified amounts due with respect to the 2021-A Exchange Note or the 2021-A Reference Pool under Section 7.05 of the Basic Collateral Agency Agreement or Article Eight of the Basic Collateral Agency Agreement to the extent not paid by the Borrower or the Titling Trust Administrator, (C) to the Trustees all amounts, including indemnities, then due to the Trustees to the extent not paid by the Transferor or the Administrator and (D) to the Asset Representations Reviewer any amounts due under the Asset Representations Review Agreement;

(ii)          to the 2021-A Distribution Account, for payment to the Noteholders, on a pro rata basis, the Interest Distributable Amount for such Payment Date;

(iii)         to the 2021-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Priority Principal Distribution Amount for such Payment Date;

(iv)         to the 2021-A Reserve Account, the amount necessary to cause the amount on deposit in the 2021-A Reserve Account to equal the Required Reserve Amount;

(v)          to the 2021-A Distribution Account, for payment to the Noteholders, as payments of principal, an amount equal to the Regular Principal Distribution Amount for such Payment Date;

(vi)         if a Successor Servicer has been appointed pursuant to the 2021-A Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to the 2021-A Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period;

(vii)        to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any accrued and unpaid expenses, indemnities and fees, in each case to the extent the fees, expenses and indemnities have not been previously paid above pursuant to clause (i) above; and

(viii)       to the Certificateholder, any amounts remaining after the foregoing distributions.

(b)          On each Payment Date, the Indenture Trustee shall either directly or through the Note Paying Agent apply or cause to be applied the amount on deposit in the 2021-A Distribution Account on such Payment Date to make the following payments in the following order of priority:

(i)           from amounts deposited into the 2021-A Distribution Account pursuant to Section 8.03(a)(ii), to the Class A Noteholders, on a pro rata basis, the Interest Distributable Amount for such Class A Notes for the Payment Date;

(ii)         from amounts deposited into the 2021-A Distribution Account pursuant to Sections 8.03(a)(iii) and (v) (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02):

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(A)          first, to the Class A-1 Noteholders (until the Class A-1 Note Balance has been reduced to zero);

(B)          second, to the Class A-2 (until the Class A-2 Note Balance has been reduced to zero);

(C)          third, to the Class A-3 Noteholders (until the Class A-3 Note Balance has been reduced to zero); and

(D)          fourth, to the Class A-4 Noteholders (until the Class A-4 Note Balance has been reduced to zero).

(c)          Notwithstanding Section 8.03(a), following (i) the liquidation of all or part of the Trust Estate pursuant to Section 5.04(a)(iv), any proceeds of such liquidation of the Trust Estate collected during any Collection Period will be deposited into the 2021-A Exchange Note Collection Account on or prior to the related Payment Date and distributed in the manner set forth in Section 5.04(b) on such Payment Date and (ii) the acceleration of the Notes after the occurrence of an Event of Default, amounts on deposit in the 2021-A Exchange Note Collection Account will be distributed in the manner set forth in Section 5.04(b) on such Payment Date.

(d)          If on any Payment Date, after giving effect to all deposits to and withdrawals from the 2021-A Reserve Account, the amount on deposit in the 2021-A Reserve Account exceeds the Required Reserve Amount, the Indenture Trustee (in accordance with the Monthly Investor Report) shall distribute any such excess to or at the written direction of the Certificateholder. Upon any such distributions to the Certificateholder, the Noteholders will have no further rights in, or claims to such amounts.

(e)          If the sum of the amounts on deposit in the 2021-A Exchange Note Collection Account and the 2021-A Reserve Account on any Payment Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Owner Trustee and the Indenture Trustee, all such amounts will be applied up to the amount necessary to reduce the Note Balance to zero and discharge the Notes and pay such amounts due.

Section 8.04.  2021-A Bank Accounts; General Provisions Regarding 2021-A Bank Accounts.

(a)          (i)          On or before the 2021-A Closing Date, the Issuer shall cause the Servicer to establish and maintain, at the Securities Intermediary, in the name of the Indenture Trustee, for the benefit of the Securityholders, the 2021-A Exchange Note Collection Account as provided in Section 4.01(a) of the 2021-A Servicing Supplement.  In accordance with Section 4.02(a) of the 2021-A Servicing Supplement, the Servicer shall deposit in the 2021-A Exchange Note Collection Account all amounts required to be deposited therein with respect to the preceding Collection Period.  On each Payment Date, the Servicer shall allocate the amount on deposit in the 2021-A Exchange Note Collection Account on such Payment Date in accordance with Section 5.01 of the 2021-A Exchange Note Supplement (or following the sale or liquidation of any portion of the 2021-A Reference Pool, in accordance with Section 5.02 of the 2021-A Exchange Note Supplement) and the Indenture Trustee will make distributions from the 2021-A Exchange Note Collection Account in accordance with Section 8.03 (or following the acceleration of the Notes after the occurrence of an Event of Default, in accordance with Section 5.04).

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(ii)          On or before the 2021-A Closing Date, the Issuer shall cause the Servicer to establish and maintain, at the Securities Intermediary, in the name of the Indenture Trustee, for the benefit of the Noteholders, the 2021-A Distribution Account as provided in Section 4.01(a) of the 2021-A Servicing Supplement.  On each Payment Date prior to the acceleration of the Notes after the occurrence of an Event of Default, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the 2021-A Distribution Account on such Payment Date in accordance with Section 8.03.

(iii)        On or before the 2021-A Closing Date, the Issuer shall cause the Servicer to establish and maintain, at the Securities Intermediary, in the name of the Indenture Trustee, for the benefit of the Noteholders, the 2021-A Reserve Account as provided in Section 4.01(a) of the 2021-A Servicing Supplement.  On or before each Payment Date, the Indenture Trustee (in accordance with the Monthly Investor Report), directly or through the Note Paying Agent, shall withdraw or cause to be withdrawn from the 2021-A Reserve Account and deposit in the 2021-A Exchange Note Collection Account, the 2021-A Reserve Account Draw Amount, if any, for such Payment Date for distribution according to the priorities specified in Section 8.03(a)(i) through (iii).

(iv)         For so long as no Default or Event of Default has occurred and is continuing, the depository institution or trust company maintaining the 2021-A Bank Accounts (which initially is the Securities Intermediary) will invest, at the written direction of the Servicer (which may be in the form of standing instructions), funds in such accounts in Permitted Investments as provided in Section 5.03(a) of the Basic Servicing Agreement. Investment earnings (net of losses and investment expenses) from amounts on deposit in the 2021-A Bank Accounts shall be treated as 2021-A Available Collections; provided, that the Servicer may direct the Indenture Trustee to hold amounts on deposit in the 2021-A Reserve Account and the 2021-A Exchange Note Collection Account uninvested (which direction may be in the form of standing instructions) for so long as (A) U.S. Bank is the Indenture Trustee hereunder and (B) the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the 2021-A Reserve Account and the 2021-A Exchange Note Collection Account.

(b)          Subject to Section 6.01(c), neither the Indenture Trustee nor the Securities Intermediary will be liable by reason of any insufficiency in any of the 2021-A Bank Accounts resulting from any loss on any Permitted Investment included in the 2021-A Bank Accounts, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee.

(c)          If the Securities Intermediary on behalf of the Indenture Trustee is the entity maintaining the 2021-A Bank Accounts and (i) the Servicer has failed to give investment directions for any funds on deposit in any 2021-A Bank Account to the Indenture Trustee by 2:00 p.m., New York City time (or such other time as may be agreed by the Issuer and the Indenture Trustee), on the Business Day preceding the day such investment will be made or (ii) to the actual knowledge of a Responsible Officer of the Indenture Trustee, a Default or Event of Default has occurred and is continuing with respect to the Notes, the Indenture Trustee will, to the fullest extent practicable, invest and reinvest funds in the 2021-A Bank Accounts, as the case may be, in the most recent investment direction on file with the Indenture Trustee.

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(d)          The Indenture Trustee will notify the entity maintaining the 2021-A Bank Accounts (if not the Indenture Trustee) if a Responsible Officer has actual knowledge that a Default or Event of Default has occurred and is continuing with respect to the Notes.

(e)          For so long as no Event of Default resulting in the Notes having being declared immediately due and payable shall have occurred and be continuing, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any investments of funds in the 2021-A Bank Accounts, and, in general, to exercise each and every other power or right with respect to each such investment, including the power to exercise any voting rights in respect of such investments.

Section 8.05.  Release of Trust Estate.

(a)          Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b)          The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid, release any remaining portion of the Trust Estate that secured the Notes from the Lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the 2021-A Bank Accounts.  Such release shall include delivery to the Issuer or its designee of the 2021-A Exchange Note and the Notes and the release of the Lien of this Indenture.  Upon the delivery of the 2021-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2021-A Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2021-A Exchange Note Supplement, the 2021-A Reference Pool shall be terminated and the 2021-A Leases and 2021-A Vehicles shall be reallocated to the Revolving Pool.

(c)          The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel and, if required by the TIA or Section 11.01, Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1), and otherwise in accordance with the applicable requirements of Section 11.01.

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(d)          Upon receipt of an Issuer Request, the Indenture Trustee shall execute and deliver any termination statements for filing under the provisions of the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to this Section.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01.  Supplemental Indentures Without Consent of Noteholders.

(a)          The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)           to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;

(ii)          to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)         to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;

(iv)         to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v)          to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;

(vi)         to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six;

(vii)        to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or

(viii)       to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture;

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provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code.  The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)          A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.

Section 9.02.  Supplemental Indentures With Consent of Noteholders.  The Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Noteholders; provided, that no such amendment may be made without the consent of the Majority Noteholders.  Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of each Noteholder affected thereby, enter into any supplements for any of the following purposes:

(a)          change the Final Scheduled Payment Date of or the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2021-A Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

(b)          reduce the percentage of Note Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(c)          modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;

(d)          reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;

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(e)          reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2021-A Basic Document;

(f)          modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other 2021-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g)          modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;

(h)          permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture;

(i)           impair the right to institute suit for the enforcement of payment as provided in Section 5.07; or

(j)           modify the definitions of 2021-A Aggregate Securitization Value, Securitization Value or the Required Reserve Amount.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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Section 9.03.  Execution of Supplemental Indentures.

(a)          In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and all the conditions precedent have been satisfied.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.  Any supplemental indenture, amendment or waiver that affects the rights, immunities, duties or liabilities of the Owner Trustee shall require the written consent of the Owner Trustee, and the Owner Trustee may, but shall not be obligated to, execute on behalf of the Issuer any such supplemental indenture that affects the rights, immunities, duties or liabilities of the Owner Trustee.

(b)          In connection with each supplemental indenture, the Issuer shall deliver an Opinion of Counsel to the Indenture Trustee to the effect that such action shall not (i) cause the Issuer to be classified as (A) an association or (B) a publicly traded partnership taxable as a corporation for federal income tax purposes, (ii) cause the Notes to be characterized other than as indebtedness for federal income tax purposes or (iii) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code.

Section 9.04.  Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Owner Trustee and the Holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05.  Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

Section 9.06.  Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

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ARTICLE TEN

REDEMPTION OF NOTES

Section 10.01.  Redemption.  Pursuant to Section 5.01(a) of the 2021-A Servicing Supplement, on any Payment Date on which the Outstanding Amount is equal to or less than 5% of the Initial Note Balance, after giving effect to all principal payments on such Payment Date, the Servicer may cause the Notes to be redeemed in whole but not in part by purchasing the 2021-A Exchange Note.  If the Notes are to be redeemed pursuant to this Section, the Servicer or the Issuer will notify the Indenture Trustee of such election not less than ten days and not more than 30 days prior to the Redemption Date.  The Issuer will, or will cause the Servicer to, irrevocably deposit, by 2:00 p.m., New York City time, on the Business Day prior to the Redemption Date, in the 2021-A Exchange Note Collection Account an amount sufficient to pay the Note Redemption Price in full, which amounts shall be applied in accordance with Section 8.03.  Upon redemption of the Notes and the payment of the Note Redemption Price in full, the Indenture Trustee shall release the 2021-A Exchange Note and the related components of the Trust Estate from the Lien of this Indenture and shall deliver the 2021-A Exchange Note and all such other components to or upon the order of the Servicer.  Notwithstanding the foregoing, any accounts held by the Indenture Trustee may remain open for 30 days after the Redemption Date.

Section 10.02.  Form of Redemption Notice.  Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile and mailed or transmitted not later than ten days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note Register.

All notices of redemption will state:

(a)          the Redemption Date;

(b)          the Note Redemption Price;

(c)          the place where such Notes are to be surrendered for payment of the Note Redemption Price (which will be the office or agency of the Issuer maintained as provided in Section 3.02);

(d)          the applicable “CUSIP” number; and

(e)          that on the Redemption Date, the Note Redemption Price will become due and payable upon the Notes and that interest on the Notes will cease to accrue from and after the Redemption Date.

Notice of redemption of the Notes will be given by the Indenture Trustee in the name and at the expense of the Issuer.  Failure to give notice of redemption, or any defect in such notice, to any Noteholder will not impair or affect the validity of the redemption of any other Note.

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Section 10.03.  Notes Payable on Redemption Date.  The Notes to be redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date become due and payable at the Note Redemption Price, and (unless the Issuer shall default in the payment of the Note Redemption Price) no interest shall accrue on the Note Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Note Redemption Price.

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ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01.  Compliance Certificates and Opinions, etc.

(a)          Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) if required by Section 11.01(b)(ii) or the TIA, an Independent Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)           a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)         a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)         a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)          (i)          Prior to the deposit of any of the Trust Estate or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each individual signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Trust Estate or other property or securities to be so deposited.

(ii)          Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to clause (i) above and this clause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance.

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(iii)         Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)         Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Note Balance, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance at the time of such release.

(v)          Notwithstanding Section 2.13 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of the Trust Estate as and to the extent permitted or required by the 2021-A Basic Documents and (B) make cash payments out of the 2021-A Exchange Note Collection Account as and to the extent permitted or required by the 2021-A Basic Documents.

Section 11.02.  Form of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Issuer, the Transferor or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Issuer, the Transferor or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six.

Section 11.03.  Acts of Noteholders.

(a)          Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)          The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)          The ownership of Notes shall be proved by the Note Register.

(d)          Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

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Section 11.04.  Notices.  Unless otherwise specified in this Indenture, all notices, requests, demands, consents, waivers, Act of Noteholders or other communications to or from the parties to this Indenture will be in writing.  Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply e-mail or reply facsimile from the recipient, (b) an e-mail, when receipt is confirmed by telephone or by reply e-mail from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) and (ii)(c) above.  Unless otherwise specified in this Indenture, any such notice, request, demand, consent or other communication will be delivered or addressed, in the case of (i) the Indenture Trustee by any Noteholder or by the Issuer at the Corporate Trust Office (e-mail: melissa.rosal@usbank.com, telecopier no. (312) 332-7996), (ii) the Issuer by the Indenture Trustee or by any Noteholder at Mercedes-Benz Auto Lease Trust 2021-A, c/o Wilmington Trust, National Association (telecopier no. (302) 636-4140), Attention: Corporate Trust Administration, (e-mail: mhollis@wilmingtontrust.com), with a copy to the Administrator at Mercedes-Benz Financial Services USA LLC, 36455 Corporate Drive, Farmington Hills, Michigan  48331 (telecopier no. (817) 224-3587), Attention: Steven C. Poling (e-mail steven.c.poling@daimler.com), (iii) to each Rating Agency, as applicable, by the Issuer, the Indenture Trustee or the Owner Trustee, in the case of (a) Moody’s, at Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich St, New York, NY 10007, Attention: ABS Monitoring Department (e-mail: ServicerReports@Moodys.com) and (b) Standard & Poor’s, at S&P Global Ratings, 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department (e‑mail: Servicer_reports@sandp.com), and (iv) as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 11.05.  Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by first-class mail, postage prepaid, or via overnight courier to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

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Where this Indenture provides for notice to any Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06.  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.07.  Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Note Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.08.  Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.09.  Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

Section 11.10.  Severability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby.

Section 11.11.  Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Noteholders (and, with respect to Sections 5.04 and 8.03, the Certificateholders), any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.  The Owner Trustee shall be a third party beneficiary of this Indenture.

Section 11.12.  Legal Holidays.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and, except as otherwise provided in the 2021-A Basic Documents, no interest shall accrue for the period from and after any such nominal date.

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Section 11.13.  GOVERNING LAW.

(a)          THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each party to this Indenture submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this Indenture or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Indenture irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

Section 11.14.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS INDENTURE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

Section 11.15.  Counterparts; Electronic Signature.  This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act; provided, however, that any documentation with respect to transfer of the Notes or other securities presented to the Indenture Trustee or any transfer agent must contain original documents with manually executed signatures.

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Section 11.16.  Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording shall be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.17.  Issuer Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

Section 11.18.  No Petition.  The Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner accepting a Note or a beneficial interest therein, as the case may be, hereby covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of the Exchange Notes, Notes and other Securities, it will not institute against the Titling Trust, the Transferor, the Issuer or the Initial Beneficiary, or join in any institution against the Titling Trust, the Transferor, the Issuer or the Initial Beneficiary of any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings or other Proceedings under any Insolvency Law in connection with any obligations relating to the Notes, the 2021-A Exchange Note or any 2021-A Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 11.19.  No Recourse.

(a)          The Notes represent obligations of the Issuer only and do not represent an interest in or obligations of the Titling Trust, the Servicer, the Transferor or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be set forth in this Indenture and the other 2021-A Basic Documents.  Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

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(b)          It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

Section 11.20.  Inspection.  The Issuer agrees that, on at least ten Business Days’ prior written notice, it will make available to any representative of the Indenture Trustee, during the Issuer’s normal business hours, all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested; provided, however, that so long as no Event of Default has occurred, no more than one such review shall be conducted in any calendar year.  The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

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Section 11.21.  Subordination.

(a)          The obligations of the Issuer under this Indenture are solely the obligations of the Issuer and will not represent any obligation or interest in any assets of the Transferor other than the Trust Estate, or any assets of the Holding Company other than the Titling Trust Assets that are allocated to the Daimler Retail Specified Interest that are designated as part of the 2021-A Reference Pool.  In furtherance of and not in derogation of the foregoing, the Indenture Trustee, by entering into this Indenture, and each Noteholder, acknowledge and agree that they will have no right, title or interest in or to any other assets of the Transferor or the Holding Company.  To the extent that, notwithstanding the preceding sentence, the Indenture Trustee or any Noteholder either (i) asserts an interest or claim to, or benefit from, other assets or (ii) is deemed to have any such interest, claim to, or benefit in or from other assets, whether by operation of law, legal process, pursuant to applicable provisions of Insolvency Laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Indenture Trustee or any Noteholder further acknowledges and agrees that any such interest, claim or benefit in or from other assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such other assets, are entitled to be paid from, entitled to the benefits of or otherwise secured by such other assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including Insolvency Laws, and whether or not asserted against the Transferor or the Holding Company, as applicable), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Indenture Trustee or any Noteholder further acknowledge and agree that no adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced by an action for specific performance.

(b)          Each of the Indenture Trustee and any Noteholder irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that the Indenture Trustee or any Noteholder may have against any other assets of the Transferor or the Issuer other than the Trust Estate or, in the case of the Holding Company, the Daimler Retail Specified Interest.

Section 11.22.  Termination of Collateral Agent’s Lien.  In connection with the final payment on the Notes and the termination of the Lien of the Indenture, whether pursuant to Section 4.01, Section 10.01 or otherwise, the Indenture Trustee shall, at the written direction of the Borrower, the Lender or the Servicer, deliver to the Collateral Agent notices and other documents requested to (i) terminate the Lien of the Collateral Agent, if any, on the Certificates of Title to the 2021-A Vehicles and (ii) otherwise release the rights the Collateral Agent has to the 2021-A Vehicles by virtue of its Lien, if any, on the related Certificates of Title and the other components of the Trust Estate.

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Section 11.23.  Each Exchange Note Separate; Assignees of Exchange Note.  Each party hereto acknowledges and agrees (and each holder or pledgee of the 2021-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be enforceable against such 2021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle included in the 2021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2021-A Exchange Note transferred hereunder which is related to the 2021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2021-A Exchange Note related to the 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2021-A Reference Pool or, the 2021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

MERCEDES-BENZ AUTO LEASE TRUST 2021-A
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
By:	/s/ Matthew Hollis
	Name: Matthew Hollis
	Title: Banking Officer
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

2021-A Indenture

EXHIBIT A

FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTE

EACH PURCHASER AND TRANSFEREE (AND IF SUCH PURCHASER OR TRANSFEREE IS A “BENEFIT PLAN” (AS DEFINED BELOW), ITS FIDUCIARY) WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF OR USING THE ASSETS OF, AN “EMPLOYEE BENEFIT PLAN”, AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN”, AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY 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 SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), OR ANY GOVERNMENTAL, CHURCH, NON-US, OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “BENEFIT PLAN”) OR (2) ITS ACQUISITION AND CONTINUED HOLDING OF THIS NOTE (OR INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE INDENTURE TRUSTEE.

A-1

THE FAILURE TO PROVIDE THE ISSUING ENTITY AND THE INDENTURE TRUSTEE WITH THE APPLICABLE FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE, OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN RESPECT OF THIS` NOTE.

[FOR CLASS A-2, A-3, A-4, NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES [THE CLASS A-2 NOTES] [THE CLASS A-3 NOTES] AS DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.]

REGISTERED	$___________
No. R-______	CUSIP NO. ___________

MERCEDES-BENZ AUTO LEASE TRUST 2021-A

[_____%] CLASS [A-1] [A-2] [A-3] [A-4] ASSET BACKED NOTE

Mercedes-Benz Auto Lease Trust 2021-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___________________ DOLLARS ($___________), payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $___________  [Denomination of Note] and the denominator of which is $___________ [Initial Note Balance of Class] by (ii) the aggregate amount in respect of principal of the Class [A-1] [A-2] [A-3] [A-4]  Notes, if any, payable to the extent described in the Indenture referred to on the reverse hereof on each Payment Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of _______________, 20__ (the “Class [A-1] [A-2] [A-3] [A-4] Final Scheduled Payment Date”) and the Redemption Date, if any, selected pursuant to the Indenture.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture, which also contains rules as to construction that shall be applicable herein.

A-2

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date (to the extent that such rate does not exceed the maximum rate permitted by Applicable Law) until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on such preceding Payment Date), or on the Closing Date in the case of the first Payment Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture.  Interest on this Note will accrue for each Payment Date from, and including, [For Class A-1 Notes: the most recent Payment Date on which interest has been paid (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the Closing Date), to but excluding such current Payment Date.  Interest will be computed on the basis of the actual number of days during the related Interest Period divided by 360.]  [For Class A-2, Class A-3 and Class A-4 Notes: the 15^th day of the prior calendar month (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the Closing Date), to but excluding the 15^th day of the current calendar month.  Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.]  The Issuer shall pay interest on overdue installments of interest at the interest rate otherwise applicable thereto to the extent lawful.  Such principal and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date:  January __, 2021	MERCEDES-BENZ AUTO LEASE TRUST 2021-A
	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	By:
		Authorized Signatory

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:  January __, 2021	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

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[REVERSE OF CLASS [A-1] [A-2] [A-3] [A‑4] NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [_____%] Class [A-1] [A-2] [A-3] [A-4] Asset Backed Notes (the “Class [___] Notes”), all issued under the Indenture, dated as of January 1, 2021 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.  The Notes are subject to all terms of the Indenture.  All terms used in this Note are defined in Appendix 1 to the 2021-A Servicing Supplement and if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are, except as otherwise provided in the Indenture, equally and ratably secured by the 2021-A Collateral pledged as security therefor as provided in the Indenture.  However, to the extent provided in the Indenture, each Class of Notes will receive principal payment sequentially so no principal payments shall be made in respect of the Class A-2 Notes until the Class A-1 Notes have been paid in full, no principal payments shall be made in respect of the Class A-3 Notes until the Class A-1 Notes and the Class A-2 Notes have been paid in full and no principal payments shall be made in respect of the Class A-4 Notes until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full.

Principal payable on the Class [A-1] [A-2] [A-3] [A-4] Notes will be paid on each Payment Date in the amount specified in the Indenture.  As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class [A-1] [A-2] [A-3] [A-4] Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture.  Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class [A-1] [A-2] [A-3] [A-4] Notes shall be due and payable following the occurrence and continuance of an Event of Default, if the Indenture Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture.  In such an event, principal payments on the Class A-1 Notes shall be made first and until paid in full and principal payments on the remaining Classes of Notes shall be made pro rata to the Noteholders entitled thereto.  All principal payments on the Class [A-1] [A-2] [A-3] [A-4] Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [A-4] Noteholders entitled thereto.

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Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered Noteholder (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee.  Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment.  Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Noteholder as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within 30 days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

As provided in the Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture, the 2021-A Servicing Agreement and the Trust Agreement.

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, all in accordance with the Exchange Act, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, as the case may be, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Transferor, the Initial Beneficiary, the Servicer or any of their respective Affiliates.

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Any claim pursuant to any Note issued hereunder against the Titling Trust will be limited in recourse to the assets of the Daimler Retail Specified Interest that are designated as part of the 2021-A Reference Pool.  If, notwithstanding the preceding sentence, any Noteholder or any other Person having a claim under the Indenture will be deemed to have any claim against any Specified Interest of the Initial Beneficiary other than the Daimler Retail Specified Interest, or any assets allocated to any such other Specified Interest, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of (i) the holders of any Securities relating to such other Specified Interest and (ii) parties to any undertaking, agreement, contract or other written obligation of the Holders of the Series relating to such other Specified Interest, the payments under which are derived in any material part from or collateralized by amounts received with respect to the related Specified Assets of such other Specified Interest.

Each Noteholder, by accepting a Note, irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that the Noteholder may have at any time against the Titling Trust or any Series other than the Series in connection with which this Note was issued.

Each Noteholder or Note Owner, by accepting a Note or a beneficial interest therein, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all outstanding Notes, it will not institute against the Titling Trust, the Transferor, the Issuer or the Initial Beneficiary, or join in any institution against the Titling Trust, the Transferor, the Issuer or the Initial Beneficiary of any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings or other Proceedings under any Insolvency Law in connection with any obligations relating to the Notes or any 2021-A Basic Document.

Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.  In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes, if held by persons other than the beneficial owner of the equity in the Issuer or by an affiliate of such beneficial owner for such purposes, will qualify as indebtedness secured by the Trust Estate.  Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

A-7

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Majority Noteholders.  The Indenture also contains provisions permitting Noteholders representing specified percentages of the Note Balance, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences.  Any such consent or waiver by the Noteholder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

This Note, or any interest therein, may not be transferred to a person that is or is acting on behalf of, or using the assets of, a Benefit Plan, unless such transferee represents, warrants and covenants that its purchase and holding of this note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a violation of any Similar Law.  By its acquisition of this Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Majority Noteholders.  The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Note Balance, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Noteholder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.  The Indenture also permits the Issuer and the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The Indenture permits the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

A-8

THIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the 2021-A Basic Documents, none of Wilmington Trust, National Association, in its individual capacity, U.S. Bank National Association, in its individual capacity, any owner of a beneficial interest in the Issuer or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture.  The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the 2021-A Basic Documents, in the case of an Event of Default the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: *

Signature Guaranteed:

*

^* NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the require-ments of the Note Registrar.

A-10

EXHIBIT B

ASSET REPURCHASE DEMAND ACTIVITY REPORT

Reporting Period:  [calendar month]

Check here if nothing to report.

Transaction	Lease	Activity During Period1
		Date of Reputed  Demand2	Party Making Reputed Demand	Date of Withdrawal of  Reputed Demand
MBALT 2021-A

¹ Forward any applicable information or documentation relating to any reputed demands to the Servicer. See Item 11 in the ASF Rule 15Ga-1 Market Implementation Guide for a discussion of what constitutes activity.

² See Item 23 in the ASF Rule 15Ga-1 Market Implementation Guide for a discussion of “demands.”

B-1

EXHIBIT C

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Indenture, dated as of January 1, 2021 (the “Indenture”), between Mercedes-Benz Auto Lease Trust 2021-A, as issuer (the “Issuer”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), the Issuer hereby further represents, warrants and covenants to the Indenture Trustee as follows on the 2021-A Closing Date:

1. The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the 2021-A Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer.

2. The 2021-A Exchange Note constitutes a “general intangible”, “instrument”, “certificated security” or “tangible chattel paper”, within the meaning of the applicable UCC.  The 2021-A Bank Accounts and all subaccounts thereof constitute either “deposit accounts” or “securities accounts” within the meaning of the applicable UCC.  The 2021-A Leases constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

3. All of the 2021-A Collateral that constitutes securities entitlements (other than the 2021-A Exchange Note to the extent the 2021-A Exchange Note constitutes a certificated security) has been or will have been credited to one of the 2021-A Bank Accounts.  The securities intermediary for each 2021-A Account has agreed to treat all assets credited to the 2021-A Accounts as “financial assets” within the meaning of the applicable UCC.

4. The Issuer owns and has good and marketable title to the 2021-A Collateral free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a Lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

5. The Issuer has received all consents and approvals to the grant of the security interest in the 2021-A Collateral under the Indenture to the Indenture Trustee required by the terms of the 2021-A Collateral to the extent that it constitutes an instrument or a payment intangible.

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6. The Issuer has received all consents and approvals required by the terms of the 2021-A Collateral, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Indenture Trustee of its interest and rights in the 2021-A Collateral under the Indenture.

7. The Issuer has caused or will have caused, within ten days after the 2021-A Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the 2021-A Collateral granted to the Indenture Trustee under the Indenture.

8. With respect to 2021-A Collateral that constitutes an instrument or tangible chattel paper, either:

a. all original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee;

b. such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

c. a custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee.

9. The Issuer has not communicated an authoritative copy of any 2021-A Lease that constitutes electronic chattel paper to any Person other than the custodian.

10. With respect to the 2021-A Bank Accounts and all subaccounts thereof that constitute deposit accounts, either:

a. the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the 2021-A Bank Accounts without further consent by the Issuer; or

b. the Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the 2021-A Bank Accounts.

11. With respect to 2021-A Collateral or 2021-A Bank Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either:

a. the Issuer has caused or will have caused, within ten days after the 2021-A Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the 2021-A Collateral to the Indenture Trustee;

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b. the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the 2021-A Bank Accounts without further consent by the Issuer; or

c. the Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the 2021-A Bank Accounts.

12. With respect to 2021-A Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the 2021-A Collateral have been delivered to the Indenture Trustee, and each such security certificate either (i) is in bearer form, (ii) has been endorsed by an effective endorsement to the Indenture Trustee or in blank or (iii) has been registered in the name of the Indenture Trustee.

13. Other than the transfer of any 2021-A Collateral from Mercedes-Benz Financial Services USA LLC to Daimler Trust Leasing LLC under the First-Tier Sale Agreement, the transfer of any 2021-A Collateral from Daimler Trust Leasing LLC to the Issuer under the Second-Tier Sale Agreement, and the security interest in the 2021-A Collateral granted to the Indenture Trustee under the Indenture, none of Mercedes-Benz Financial Services USA LLC, Daimler Trust Leasing LLC or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the 2021-A Collateral or the 2021-A Accounts or any subaccount thereof.

14. The Issuer has not authorized the filing of, nor is aware of, any financing statements against the Issuer that include a description of collateral covering the 2021-A Collateral or the 2021-A Bank Accounts or any subaccount thereof other than any financing statement relating to any security interest granted pursuant to the 2021-A Basic Documents or that has been terminated.

15. No instrument or tangible chattel paper that constitutes or evidences the 2021-A Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

16. Neither the 2021-A Bank Accounts nor any subaccounts thereof are in the name of any person other than the Issuer or the Indenture Trustee.  The Issuer has not consented to the securities intermediary of any 2021-A Bank Account to comply with entitlement orders of any person other than the Indenture Trustee.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture.

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EX-4.2

Exhibit 4.2

DAIMLER TRUST LEASING LLC,

as Transferor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Owner Trustee

AMENDED AND RESTATED

TRUST AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS
Section 1.01.	Capitalized Terms; Rules of Usage	1
ARTICLE TWO
ORGANIZATION

Section 2.01.	Name	2
Section 2.02.	Office	2
Section 2.03.	Purposes and Powers	2
Section 2.04.	Appointment of Owner Trustee	3
Section 2.05.	Initial Capital Contribution of Owner Trust Estate	3
Section 2.06.	Declaration of Trust	4
Section 2.07.	Liability of Certificateholders	4
Section 2.08.	Title to Owner Trust Estate	4
Section 2.09.	Situs of Issuer	4
Section 2.10.	Representations and Warranties of the Transferor	4
Section 2.11.	Financing Statements	5

ARTICLE THREE
CERTIFICATES AND TRANSFER OF INTERESTS
Section 3.01.	Initial Ownership	6
Section 3.02.	The Certificates	6
Section 3.03.	Authentication and Delivery of the Certificates	7
Section 3.04.	Registration, Transfer and Exchange of the Certificates	7
Section 3.05.	Mutilated, Destroyed, Lost or Stolen Certificates	9
Section 3.06.	Persons Deemed Certificateholders	10
Section 3.07.	Access to List of Certificateholders’ Names and Addresses	10
Section 3.08.	Maintenance of Office or Agency	10
Section 3.09.	No Legal Title to Owner Trust Estate in Certificateholders	10
Section 3.10.	No Recourse	11
Section 3.11.	Appointment of Paying Agent	11
Section 3.12.	Certificates Nonassessable and Fully Paid	11
ARTICLE FOUR
ACTIONS BY OWNER TRUSTEE
Section 4.01.	Prior Notice to Certificateholders with Respect to Certain Matters	12
Section 4.02.	Action by Certificateholder with Respect to Certain Matters	12
Section 4.03.	Action by Certificateholders with Respect to Bankruptcy	13
Section 4.04.	Restrictions on Certificateholders’ Power	13
Section 4.05.	Majority Control	13

i

Section 4.06.	Certain Litigation Matters	13
ARTICLE FIVE
APPLICATION OF ISSUER FUNDS; CERTAIN DUTIES
Section 5.01.	Application of Issuer Funds	13
Section 5.02.	Method of Payment	14
Section 5.03.	No Segregation of Monies; No Interest	14
Section 5.04.	Accounting and Reports to Owners, IRS and Others	14
ARTICLE SIX
AUTHORITY AND DUTIES OF OWNER TRUSTEE
Section 6.01.	General Authority	15
Section 6.02.	General Duties	15
Section 6.03.	Action Upon Instruction	16
Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	17
Section 6.05.	No Action Except Under Specified Documents or Instructions	17
Section 6.06.	Restrictions	17
Section 6.07.	Issuance of Notes	17
ARTICLE SEVEN
CONCERNING THE OWNER TRUSTEE
Section 7.01.	Acceptance of Trusts and Duties	18
Section 7.02.	Furnishing of Documents	21
Section 7.03.	Representations and Warranties	21
Section 7.04.	Reliance; Advice of Counsel	22
Section 7.05.	Not Acting in Individual Capacity	23
Section 7.06.	Owner Trustee Not Liable for 2021-A Basic Documents or Certificates	23
Section 7.07.	Owner Trustee May Own Securities	23
Section 7.08.	Applicable Anti-Money Laundering Law	23
ARTICLE EIGHT
COMPENSATION OF OWNER TRUSTEE
Section 8.01.	Owner Trustee’s Fees and Expenses	24
Section 8.02.	Indemnification	24
Section 8.03.	Payments to Owner Trustee	24
ARTICLE NINE
TERMINATION OF TRUST AGREEMENT
Section 9.01.	Termination of Trust Agreement	24

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ARTICLE TEN
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
Section 10.01.	Eligibility Requirements for Owner Trustee	26
Section 10.02.	Resignation or Removal of Owner Trustee	26
Section 10.03.	Successor Owner Trustee	27
Section 10.04.	Merger or Consolidation of Owner Trustee	27
Section 10.05.	Appointment of Co-Trustee or Separate Trustee	28
ARTICLE ELEVEN
REGULATION AB
Section 11.01.	Intent of the Parties; Reasonableness	29
Section 11.02.	Representations and Warranties	30
Section 11.03.	Information to be Provided by the Owner Trustee	30
ARTICLE TWELVE
TAX MATTERS
Section 12.01.	Tax Accounting Characterization	31
Section 12.02.	Signature on Returns; Partnership Representative	32
Section 12.03.	Tax Reporting	32
ARTICLE THIRTEEN
MISCELLANEOUS
Section 13.01.	Amendments	32
Section 13.02.	Limitations on Rights of Others	34
Section 13.03.	Notices	34
Section 13.04.	Severability	34
Section 13.05.	Counterparts; Electronic Signatures	34
Section 13.06.	Successors and Assigns	35
Section 13.07.	No Petition	35
Section 13.08.	Table of Contents and Headings	35
Section 13.09.	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	35
EXHIBITS
Exhibit A –	Certificate of Trust of Mercedes-Benz Auto Lease Trust 2021-A	A‑1
Exhibit B –	Form of Certificate	B‑1

iii

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2021 (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 WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

RECITALS

WHEREAS, the parties hereto entered into a Trust Agreement, dated as of November 16, 2020 (the “Original Trust Agreement”), and filed a Certificate of Trust with the Secretary of State of the State of Delaware pursuant to which the Mercedes-Benz Auto Lease Trust 2021-A was formed; and

WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Original Trust Agreement will be amended and restated.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“2021-A Servicing Supplement” means the 2021-A Supplement to the Basic Servicing Agreement, dated as of January 1, 2021, among MBFS USA, Daimler Trust and Daimler Title Co.

“Applicants” has the meaning specified in Section 3.07.

“Basic Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, U.S. Bank Trust National Association, Daimler Title Co. and MBFS USA.

“Basic Servicing Agreement” means the amended and restated servicing agreement, dated as of March 1, 2009, among MBFS USA, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Certificate of Trust” means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Delaware Statutory Trust Act, as originally filed with the Delaware Secretary of State on November 16, 2020.

“Certificate Register” has the meaning specified in Section 3.04(a).

“Certificate Registrar” has the meaning specified in Section 3.04(a).

“Expenses” has the meaning specified in Section 8.02.

“Indemnified Parties” has the meaning specified in Section 8.02.

“Original Trust Agreement” has the meaning specified in the Recitals.

“Owner Trust Estate” means all of the Issuer’s right, title and interest in and to the 2021-A Collateral.

ARTICLE TWO

ORGANIZATION

Section 2.01.  Name.  The trust created pursuant to the Original Trust Agreement and continued hereby shall be known as “Mercedes-Benz Auto Lease Trust 2021-A”, in which name the Owner Trustee may conduct the business of the Issuer, make and execute contracts and other instruments on behalf of the Issuer and sue and be sued.

Section 2.02.  Office.  The office of the Issuer shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in the State of Delaware as the Owner Trustee may designate by written notice to the Indenture Trustee, the Certificateholders and the Transferor.

Section 2.03.  Purposes and Powers.

(a)          The purpose of the Issuer is to engage in the following activities:

(i)          to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement and to convey and deliver the Securities upon the written order of the Transferor;

(ii)         to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2021-A Basic Documents;

(iii)        to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties;

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(iv)        with the net proceeds of the sale of the Notes, to acquire the 2021-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates;

(v)         to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2021-A Reserve Account, (B) pay the organizational, start-up and transactional expenses of the Issuer and (C) pay the remaining balance to the Transferor;

(vi)        to pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificateholders in accordance with the Indenture;

(vii)       to Grant the 2021-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes;

(viii)      to enter into and perform its obligations under the 2021-A Basic Documents to which it is to be a party; and

(ix)        to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

(b)          The Issuer is hereby authorized to engage in the foregoing activities.  The Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2021-A Basic Documents.

Section 2.04.  Appointment of Owner Trustee.  The Transferor hereby confirms the appointment of the Owner Trustee as trustee of the Issuer effective as of the date of the Original Trust Agreement, to have all the rights, powers and duties set forth herein and under the Delaware Statutory Trust Act.

Section 2.05.  Initial Capital Contribution of Owner Trust Estate.  The Transferor has previously sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of the date of the Original Trust Agreement, the sum of $1.  The Owner Trustee hereby acknowledges receipt in trust from the Transferor of the foregoing contribution, which shall constitute the initial Owner Trust Estate.  The Transferor shall pay the organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.  On the 2021-A Closing Date, the Transferor will sell, transfer, assign and convey to the Issuer certain property to be included in the Owner Trust Estate pursuant to the Second-Tier Sale Agreement, and the Issuer will issue and convey the Notes to or upon the direction of the Transferor.

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Section 2.06.  Declaration of Trust.  The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the 2021-A Basic Documents.  It is the intention of the parties that (i) the Issuer constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity if there is only one Certificateholder, or as a partnership (other than an association or publicly traded partnership) if there are two or more Certificateholders, with the assets of the partnership being the ownership of the 2021-A Reference Pool represented by the 2021-A Exchange Note and other assets held by the Issuer, the partners of the partnership being the Certificateholders and any holders of Notes that are required by the IRS to be treated as equity in the Issuer, and the remaining Notes constituting indebtedness of the partnership.  The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Issuer for such tax purposes.  Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Issuer as set forth in Section 2.03.  The Owner Trustee has filed the Certificate of Trust with the Secretary of State.

Section 2.07.  Liability of Certificateholders.  The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

Section 2.08.  Title to Owner Trust Estate.  Legal title to the Owner Trust Estate shall be vested at all times in the Issuer as a separate legal entity except where Applicable Law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be; provided, that concurrently with or prior to title being deemed to be vested in a co-trustee and/or separate trustee, such trustee must provide a written grant of a security interest in the Owner Trust Estate to the Indenture Trustee and must authorize the filing of financing statements to perfect the Indenture Trustee’s security interest.

Section 2.09.  Situs of Issuer.  The Issuer will be located and administered in the State of Delaware and the State of Michigan.  All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall be located in the States of Delaware or New York.  The Issuer shall not have any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or outside of the State of Delaware.  Payments will be received by the Issuer only in Delaware or New York, and payments will be made by the Issuer only from the States of Delaware or New York.  The only office of the Issuer will be at the Corporate Trust Office of the Owner Trustee in the State of Delaware.

Section 2.10.  Representations and Warranties of the Transferor.  The Transferor hereby represents and warrants to the Owner Trustee that:

(a)          The Transferor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)          The Transferor is not a Benefit Plan.

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(c)          The Transferor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications except when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

(d)          The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms and to transfer and assign the property to be transferred and assigned to and deposited with the Issuer; and the execution, delivery and performance of this Agreement and such transfer, assignment and deposit have been duly authorized by the Transferor by all necessary limited liability company action.

(e)          This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(f)          The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Transferor, or any indenture, agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the 2021-A Basic Documents); nor violate any law or, to the best of the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any Governmental Authority having jurisdiction over the Transferor or its properties.

(g)          To the knowledge of the Transferor, there are no proceedings or investigations pending or threatened before any Governmental Authority having jurisdiction over the Transferor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement.

Section 2.11.  Financing Statements.  The Issuer hereby authorizes the filing of financing statements in connection with the grant of a security interest to the Indenture Trustee pursuant to the granting clause of the Indenture.  In addition, the Issuer hereby ratifies any such financing statements filed prior to the date hereof.

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ARTICLE THREE

CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership.  Upon the formation of the Issuer by the contribution and conveyance by the Transferor pursuant to Section 2.05, the Transferor will be the sole beneficial owner of the Owner Trust Estate, which ownership interest is represented by the Certificates.  As Certificateholder, the Transferor (or, if the Certificate is transferred to another Person, such Person) will be entitled to receive (i) 2021-A Available Funds payable to the Certificateholder pursuant to Section 8.03 of the Indenture, (ii) any amounts payable to the Certificateholder pursuant to Section 5.04(b) of the Indenture and (iii) the remaining Owner Trust Estate following the payment in full of the Notes and all other Issuer Obligations.

Section 3.02.  The Certificates.

(a)          The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the form of Exhibit B. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee.  Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

(b)          If transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04.

(c)          The Transferor, or any Affiliate thereof, as the sole Certificateholder, may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to this Agreement or one or more supplemental indentures to the Indenture or amendments to this Agreement.  Such additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Transferor (or such Affiliate), each having the characteristics, rights and obligations as may be directed by the Transferor (or such Affiliate), which may include subordination to one or more other classes of such additional securities, so long as each of the following conditions is satisfied:

(i)          either (A) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities, as evidenced by an Opinion of Counsel provided by the Transferor (or such Affiliate) to the Trustees or (B) the holders of 100% of the Notes Outstanding consent to the terms of the exchange;

(ii)         the exchange must not result in the redemption of any Security in exchange for assets of the Issuer or any sale or disposition of the assets of the Issuer;

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(iii)        the Rating Agency Condition has been satisfied with respect to the issuance of such additional securities; and

(iv)        the Transferor (or such Affiliate) has provided to the Trustees an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, (B) cause any Note to be deemed to have been exchanged for purposes of Section 1001 of the Code, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for federal income tax purposes.

Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Transferor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture.  Subject to this Section and the terms of the other Basic Documents, the Issuer, will take (at the expense of the Transferor) all actions requested by the Transferor to facilitate the issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Transferor to perfect such security interest.

Notwithstanding any exchange of the Certificates made pursuant to the terms of this Section 3.02(c), there shall at all times be at least one Certificateholder.

Section 3.03.  Authentication and Delivery of the Certificates.  On the 2021-A Closing Date, the Owner Trustee shall cause the Certificates to be executed on behalf of the Issuer, authenticated and delivered to or upon the written order of the Transferor, signed by its president, any vice president, its treasurer, any assistant treasurer, its secretary or any assistant secretary, without further limited liability company action by the Transferor.  No Certificate shall entitle the respective Certificateholder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B, executed by the Owner Trustee or its authenticating agent, by manual signature; and such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.  Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Agreement.

Section 3.04.  Registration, Transfer and Exchange of the Certificates.

(a)          The Paying Agent initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and transfers of Certificates as herein provided.  The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of transfers of Certificates.  Upon any resignation of any Certificate Registrar, the Owner Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Transferor, promptly appoint a successor thereto.

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No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder.  For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision.  No Certificate (other than the Certificates issued to and held by the Transferor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Transferor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer).

(b)          The Certificates may not be acquired by or for the account of a person that is not a United States person within the meaning of Section 7701(a)(30) of the Code or that is a Benefit Plan.  Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate.

To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement.

(c)          Upon surrender by a Certificateholder for registration of transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer.  Each Certificate presented or surrendered for registration of transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form W‑8BEN, W-8BEN-E, W-8ECI or W-9, as applicable and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing.  Each Certificate presented or surrendered for registration of transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.  No service charge shall be made for any registration of transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of Certificates.  No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.

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(d)          All Certificates surrendered for registration of transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement.  The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

(e)          As of the date hereof, the Transferor intends to retain the Certificates.  Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Transferor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Section 3.05.  Mutilated, Destroyed, Lost or Stolen Certificates.

(a)          If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice that such Certificate has been acquired by a Protected Purchaser, the Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like tenor and Certificate Percentage Interest.  If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate, a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Owner Trustee in connection therewith.  Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

(b)          Upon the issuance of any replacement Certificate under this Section, the Issuer may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with such issuance and any other reasonable expenses (including the fees and expenses of the Owner Trustee) related thereto.

(c)          Every replacement Certificate issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder.

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(d)          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.06.  Persons Deemed Certificateholders.  Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name such Certificate is registered in the Certificate Register (as of the day of determination) as the Certificateholder of such Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be bound by any notice to the contrary.

Section 3.07.  Access to List of Certificateholders’ Names and Addresses.  The Certificate Registrar shall furnish or cause to be furnished to the Servicer, the Transferor and the Indenture Trustee or the Owner Trustee, as the case may be, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer, the Transferor or either Trustee, as the case may be, a list, in such form as the requesting party may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date.  If three or more Certificateholders, or one or more Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest (hereinafter referred to as the “Applicants”), apply in writing to the Certificate Registrar, and such application states that the Applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such Applicants propose to transmit (which shall be deemed to be a purpose reasonably related to the Applicants’ interest in the Issuer), then the Certificate Registrar shall, within five Business Days after the receipt of such application, afford such Applicants access during normal business hours to the current list of Certificateholders.  Each Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Transferor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.08.  Maintenance of Office or Agency.  The Issuer shall maintain an office or offices or agency or agencies where notices and demands to or upon the Issuer or the Owner Trustee in respect of the 2021-A Basic Documents may be served.  The Issuer initially designates the Corporate Trust Office of the Owner Trustee for such purposes, other than with respect to transfers pursuant to Section 3.04, and will promptly notify the Transferor, the Administrator and the Certificateholder of any change in the location of such office.  For purposes of transfers pursuant to Section 3.04, the Issuer designates the office of the Certificate Registrar at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attn:  Bondholder Services.

Section 3.09.  No Legal Title to Owner Trust Estate in Certificateholders.  The Certificateholders shall not have legal title to any part of the Owner Trust Estate.  The Certificateholders shall be entitled to receive distributions with respect to their beneficial interests evidenced by the related Certificates only in accordance with this Agreement and the Indenture.  No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their beneficial interest in the Issuer shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

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Section 3.10.  No Recourse.  Each Certificateholder acknowledges, by accepting a Certificate, that its interests in the Issuer do not represent interests in or obligations of the Transferor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth in, or contemplated by, the 2021-A Basic Documents.

Section 3.11.  Appointment of Paying Agent.  The Paying Agent shall make distributions to Certificateholders in accordance with the Indenture and shall report the amount of such distributions to the Owner Trustee.  For so long as the Indenture Trustee is the Paying Agent, the Paying Agent shall have the revocable power to withdraw funds from the 2021-A Exchange Note Collection Account for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and remove the Paying Agent upon direction from the Transferor if it is determined that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect.  The Paying Agent shall initially be the Indenture Trustee, and any co-paying agent chosen by the Paying Agent that is acceptable to the Transferor.  The rights, privileges, protections and indemnities afforded to the Indenture Trustee under the Indenture shall apply equally to the Indenture Trustee in its role as Paying Agent and Certificate Registrar hereunder.  Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ prior written notice to the Owner Trustee and the Transferor.  In the event that the Indenture Trustee shall no longer be the Paying Agent, the Owner Trustee, on behalf of the Issuer, upon receipt of written instruction from the Transferor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).  The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Issuer to execute and deliver to the Owner Trustee, on behalf of the Issuer, an instrument in which such successor Paying Agent or additional Paying Agent shall agree that, as Paying Agent, such successor or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders.  The Paying Agent shall return all unclaimed funds to the Owner Trustee and, upon removal of a Paying Agent, such Paying Agent shall also return all funds in its possession to the Owner Trustee.  If at any time the Owner Trustee shall act as Paying Agent, the rights, privileges, protections and indemnities afforded to the Owner Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying Agent.  Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 3.12.  Certificates Nonassessable and Fully Paid.  Certificateholders shall not be personally liable for obligations of the Issuer.  The interests represented by the Certificates shall be nonassessable for any losses or expenses of the Issuer or for any reason whatsoever, and, upon the authentication thereof by the Owner Trustee, the Certificates are and shall be deemed fully paid.

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ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice to Certificateholders with Respect to Certain Matters.  Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

(a)          the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2021-A Exchange Note to collect amounts owed under a 2021-A Lease or in respect of a 2021-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2021-A Leases and the 2021-A Vehicles);

(b)          the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act);

(c)          the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(d)          the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholders;

(e)          the amendment, change or modification of the 2021-A Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;

(f)          the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Section 4.02.  Action by Certificateholder with Respect to Certain Matters.  The Owner Trustee may not (i) pursuant to Article Eight of the Servicing Agreement, remove the Servicer or appoint a successor Servicer or (ii) remove the Administrator pursuant to clause (b) or (c) of Section 1.09 of the 2021-A Administration Agreement unless the Certificateholder directs the Owner Trustee to take such action (a) upon the occurrence of the termination of the Servicer pursuant to Sections 8.01 or 8.03 of the Servicing Agreement or (b) subsequent to the payment in full of the Notes and in accordance with the direction of the Certificateholders.

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Section 4.03.  Action by Certificateholders with Respect to Bankruptcy.  The Owner Trustee shall not have the power to commence a voluntary Proceeding in bankruptcy relating to the Issuer unless all outstanding 2021-A Exchange Notes and 2021-A ABS Notes have been paid in full for not less than one year and one day (or, if longer, the applicable preference period) and each Certificateholder approves of such commencement in advance and delivers to the Owner Trustee a certificate certifying that such Certificateholder reasonably believes that the Issuer is insolvent.

Section 4.04.  Restrictions on Certificateholders’ Power.  The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under any 2021-A Basic Document or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05.  Majority Control.  Except as expressly provided herein, (i) any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests and (ii) any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interests at the time of the delivery of such notice.

Section 4.06.  Certain Litigation Matters.  The Owner Trustee shall provide prompt written notice to the Transferor, the Administrator and the Servicer of any Proceeding or investigation actually known to an Authorized Officer of the Owner Trustee in any way relating to the Issuer, the Owner Trust Estate or any 2021-A Basic Document.

ARTICLE FIVE

APPLICATION OF ISSUER FUNDS; CERTAIN DUTIES

Section 5.01.  Application of Issuer Funds.

(a)          On each Payment Date, (i) the Indenture Trustee or a Paying Agent shall make distributions to the Certificateholders in accordance with Sections 5.04(b) and 8.03 of the Indenture and (ii) the Indenture Trustee or a Paying Agent (or the Servicer on behalf of the Issuer) shall make distributions to the Certificateholders in accordance with Sections 5.01 and 5.02 of the 2021-A Exchange Note Supplement.

(b)          So long as the Transferor or its Affiliate is the sole Certificateholder, on or following the Payment Date on which the Note Balance has been reduced to zero and the Indenture has been discharged, the Transferor may direct the Owner Trustee in writing to distribute, and upon receipt of such direction the Owner Trustee shall distribute to or upon the order of the Transferor, the remaining assets of the Issuer.

(c)          On each Payment Date, the Indenture Trustee shall send or make available electronically to each Certificateholder of record a copy of the Monthly Investor Report delivered to it by the Servicer pursuant to Section 8.02(a) of the Indenture.

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(d)          In the event that any withholding tax is imposed on the Issuer’s payment (or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to the Certificateholders, such tax shall reduce the amount otherwise distributable to the Certificateholders in accordance with this Section.  The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or any Certificateholder from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer for remittance to the appropriate taxing authority.  If the Paying Agent determines that there is a possibility that withholding tax is payable with respect to a distribution, the Paying Agent may in its sole discretion withhold such amounts in accordance with this Section.  In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Issuer and the Paying Agent for any out-of-pocket expenses incurred.

Section 5.02.  Method of Payment.  Subject to Section 9.01(a), distributions required to be made to the Certificateholders on any Payment Date shall be made by the Paying Agent to the Certificateholders on such Payment Date by wire transfer, in immediately available funds, to the account of each Certificateholder of record at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Paying Agent appropriate written instructions at least five Business Days prior to such Payment Date, or, if not, by check mailed to such Certificateholder at the address provided by such Certificateholder.  Notwithstanding the foregoing, the final distribution in respect of any Certificate (whether on the Class A‑4 Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Certificate at the office or agency maintained for that purpose by the Certificate Registrar pursuant to Section 3.08.

Section 5.03.  No Segregation of Monies; No Interest.  Subject to Section 5.01, monies received by the Owner Trustee hereunder may be held in a non-interest bearing trust account, need not be segregated in any manner except to the extent required by the 2021-A Basic Documents or Applicable Law, and may be deposited under such general conditions as may be prescribed by Applicable Law and the Owner Trustee shall not be liable for any interest thereon.

Section 5.04.  Accounting and Reports to Owners, IRS and Others.

(a)          The Administrator shall, based on information provided by the Transferor, maintain (or cause to be maintained) the books of the Issuer on a calendar year basis on the accrual method of accounting (except as required by Article Twelve) and in addition to the Administrator’s duties under Section 12.01, take such action as instructed by the Certificateholders to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.01 and Article Twelve with respect to income or distributions to the Certificateholders.  The Administrator shall make all elections pursuant to Article Twelve as directed in writing by the Transferor.

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(b)          The Administrator shall deliver to the Certificateholders such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder to prepare its federal and State income tax returns.  For so long as the Transferor is the sole Certificateholder, consistent with the Issuer’s characterization for federal income tax purposes as a security arrangement for the issuance of non-recourse debt or as an entity disregarded as being separate from the Certificateholder, no federal income tax return shall be filed on behalf of the Issuer unless either (i) the Owner Trustee and the Administrator shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by the Transferor permitted by Section 3.02, the Code requires such a filing or (ii) the IRS shall determine that the Issuer is required to file such a return.  In the event that the Issuer is required to file tax returns, the Administrator shall prepare or shall cause to be prepared any tax returns required to be filed by the Issuer and shall remit such returns to the Transferor (or if the Transferor no longer holds the Certificate, the Certificateholder designated for such purpose by the Transferor to the Administrator in writing) at least five days before such returns are due to be filed.  The Transferor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities.  In no event shall the Administrator, the Owner Trustee or the Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Issuer if it is treated as a separate entity subject to taxation or the Noteholders arising out of the application of any tax law, including federal, State, foreign or local income or excise taxes or any other tax imposed on or measured by the Issuer’s or a Noteholder’s income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith).

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority.  The Owner Trustee is authorized and directed to execute and deliver the 2021-A Basic Documents to which the Issuer is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Issuer Basic Documents and any amendment or other agreement or instrument, in each case, in such form as the Transferor shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof.  In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Issuer pursuant to the 2021-A Basic Documents.  The Owner Trustee is further authorized from time to time to take such action as the Administrator or the Certificateholders directs with respect to the 2021-A Basic Documents.

Section 6.02.  General Duties.  It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer the Issuer in the interest of the Certificateholders, subject to the 2021-A Basic Documents and in accordance with the provisions of this Agreement.  Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and to the extent expressly provided for under the other 2021-A Basic Documents to the extent the Administrator has agreed in the 2021-A Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any other 2021-A Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the 2021-A Administration Agreement.  The Owner Trustee agrees to perform its duties under this Agreement in good faith and in the best interests of the Issuer, but only upon the express terms of this Agreement.  To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or Affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated.  Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article Six and Article Seven.

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Section 6.03.  Action Upon Instruction.

(a)          Subject to Article Four and in accordance with the terms of the 2021-A Basic Documents, the Certificateholders (or, to the extent set forth in this Agreement, the Transferor) may by written instruction direct the Owner Trustee in the management of the Issuer.  Such direction may be exercised at any time by written instruction of the Certificateholders or the Transferor, as applicable, pursuant to Article Four.  In addition, the Administrator may direct the Owner Trustee in the management of the Issuer in accordance with Section 6.01 and the 2021-A Administration Agreement.  In the absence of bad faith, the Owner Trustee shall have  no liability for following any such instruction.

(b)          The Owner Trustee shall not be required to take or refrain from taking any action hereunder or under any other 2021-A Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action or inaction may involve the Owner Trustee in liability on the part of the Owner Trustee or is contrary to the terms hereof or thereof or is otherwise contrary to law.

(c)          Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other 2021-A Basic Document or in the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other 2021-A Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of holders of Certificates evidencing at least 51% of the Certificate Percentage Interests received or the Transferor, as applicable, received, the Owner Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with the 2021-A Basic Documents as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

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(d)          Notwithstanding the foregoing, the right of the Transferor or the Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

(e)          Except for those actions that the Owner Trustee is required to take hereunder without written direction, the Owner Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any 2021-A Basic Document that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action.

Section 6.04.  No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee shall have no obligation or duty to monitor the Issuer’s obligations and duties under the 2021-A Basic Documents or to ensure its compliance with the terms thereof.  The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Issuer is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03.  The Owner Trustee shall have no responsibility for filing any financing or continuation statement or amendment in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder, or preparing or filing any tax, qualification to do business or securities law filing or report for the Issuer or recording any 2021-A Basic Document.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate.

Section 6.05.  No Action Except Under Specified Documents or Instructions.  The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the 2021-A Basic Documents and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

Section 6.06.  Restrictions.  The Owner Trustee shall not take any action (i) that is inconsistent with the purposes of the Issuer set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would result in the Issuer becoming taxable as a corporation for federal income tax purposes.  The Certificateholders and the Transferor shall not direct the Owner Trustee to take action that would violate the provisions of this Section or any other provision of any other 2021-A Basic Document.  Notwithstanding anything herein to the contrary, the Transferor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates.

Section 6.07.  Issuance of Notes.  The Owner Trustee is hereby authorized and directed on behalf of the Issuer to execute, issue and deliver the Notes pursuant to the Indenture.

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ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE

Section 7.01.  Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts hereby continued and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement.  The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms set forth in this Agreement and the other 2021-A Basic Documents.  The Owner Trustee shall not be answerable, accountable or liable hereunder or under any other 2021-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence in the performance of its express duties under this Agreement or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee.  In particular, but not by way of limitation:

(a)          the Owner Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee;

(b)          the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder;

(c)          no provision of the 2021-A Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights, duties or powers hereunder or under any other 2021-A Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d)          under no circumstances shall the Owner Trustee be liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer, including that which is evidenced by or arising under any of the 2021-A Basic Documents, including the principal of and interest on the Notes or any amounts payable on the Certificates;

(e)          the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2021-A Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or any Certificateholder, other than as expressly provided for herein;

(f)          the Owner Trustee shall have no obligation or duty to supervise or monitor the performance of any other Person and shall not be liable for the default or misconduct of any other Person under any 2021-A Basic Document or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Issuer under the 2021-A Basic Documents that are required to be performed by the Administrator under the 2021-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture, the Paying Agent under this Agreement or the Servicer under the 2021-A Servicing Agreement;

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(g)          the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to any 2021-A Basic Document, unless the Owner Trustee has been provided security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby; and the right of the Owner Trustee to perform any discretionary act enumerated in any 2021-A Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or liable for other than its negligence, bad faith or willful misconduct in the performance of any such act;

(h)          the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person;

(i)          in the absence of negligence, willful misconduct or bad faith on its part, the Owner Trustee may conclusively rely upon certificates or Opinions of Counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or Opinions of Counsel so as to determine compliance of the same with the requirements of this Agreement;

(j)          in no event will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention; the Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect;

(k)          to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (i) special, consequential or punitive damages, however styled, including, lost profits or (ii) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets;

(l)          notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Issuer resulting from any event beyond the reasonable control of the Owner Trustee, its agents or subcustodians, including nationalization, strikes, expropriation, devaluation, seizure, or similar action by any Governmental Authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such Governmental Authority of currency restrictions, exchange controls, levies or other charges affecting the Issuer’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems;  or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event;

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(m)         the Owner Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Agreement or any other Basic Document or the performance of its duties hereunder.

(n)          Each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, any Certificateholder agrees that the Owner Trustee in any capacity (i) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, (ii) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the 2021-A Basic Documents and shall have no liability in connection therewith and (iii) the Owner Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Notes;

(o)          notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other Governmental Authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby; the Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Issuer) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) above; and in the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Depositor, shall appoint an additional trustee pursuant to Section 10.05 to proceed with such action;

(p)          it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for the delivery of information or documents to the Administrator in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry; and

(q)          the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless an Authorized Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by an Authorized Officer and such notice references the fact or event.

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Section 7.02.  Furnishing of Documents.  The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request therefor, and at the expense of the related Certificateholders, copies of (i) the 2021-A Basic Documents and (ii) all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the 2021-A Basic Documents.

Section 7.03.  Representations and Warranties.  The Owner Trustee hereby represents and warrants to the Transferor and the Certificateholders, that:

(a)          It is a national banking association duly organized and validly existing in good standing under the laws of the United States and meets the eligibility criteria set forth in Section 10.01.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)          It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)          Neither the execution or the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

(d)          It has the power and authority to execute and deliver this Agreement and, on behalf of the Issuer, the other 2021-A Basic Documents to which the Issuer is a party; and the execution, delivery, and performance of this Agreement by it and the execution and delivery of the other 2021-A Basic Documents to which the Issuer is a party have been duly authorized by all necessary corporate action.

(e)          This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(f)          To the actual knowledge of its Authorized Officers, the Owner Trustee is not in material default under any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long term lease, license or other agreement or instrument to which it is a party or by which it is bound, which default would have a material adverse effect on its ability to perform its obligations as Owner Trustee under this Agreement.

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(g)          To the actual knowledge of its Authorized Officers, there are no pending or threatened actions, suits or proceedings affecting the Owner Trustee before any court or other Governmental Authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee (i) seeking the invalidity of this Agreement, or (ii) which, if adversely determined, would materially and adversely affect the ability of the Owner Trustee to perform its obligations as Owner Trustee under this Agreement.

(h)          To the actual knowledge of its Authorized Officers, the Owner Trustee has no notice of a reason or cause to believe that it cannot perform its obligations as Owner Trustee under this Agreement.

(i)           Neither the execution, delivery and performance by the Owner Trustee of this Agreement, nor the consummation of the transactions contemplated hereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any Governmental Authority agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee.

Section 7.04.  Reliance; Advice of Counsel.

(a)          The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other Authorized Officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)          In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement the Owner Trustee (i) may act directly or through its agents or attorneys or through a custodian or nominee pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other 2021-A Basic Document.

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Section 7.05.  Not Acting in Individual Capacity.  Except as provided in this Article, in accepting the trusts hereby created Wilmington Trust acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by any 2021-A Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

Section 7.06.  Owner Trustee Not Liable for 2021-A Basic Documents or Certificates.  The recitals contained herein shall be taken as the statements of the Transferor, and the Owner Trustee assumes no responsibility for the correctness thereof.   The Owner Trustee makes no representations as to the validity or sufficiency of any 2021-A Basic Document or the Securities (in each case other than the signature on the Securities and the certificate of authentication of the Owner Trustee on the Certificates and the representations and warranties in Section 7.03).  The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any 2021-A Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any 2021-A Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Agreement or the Noteholders under the Indenture, the validity of the transfer of the 2021-A Exchange Note or for the compliance by the Transferor, the Administrator or the Servicer with any warranty or representation made under any 2021-A Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrator, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee.

Section 7.07.  Owner Trustee May Own Securities.  The Owner Trustee in its individual or any other capacity may become a Securityholder or pledgee of Certificates or Notes and may deal with the Transferor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

Section 7.08.  Applicable Anti-Money Laundering Law.  Pursuant to Applicable Anti-Money Laundering Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each person who opens an account.  For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities).  To the fullest extent permitted by Applicable Anti-Money Laundering Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received.  Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with Section 10.02.  The parties hereto agree that for purposes of Applicable Anti-Money Laundering Law, (i) the Transferor is and shall be deemed to be the sole beneficial owner of the Issuer (Ownership Prong) and (ii) the Transferor is and shall deemed to be the party with the power and authority to control the Issuer (Control Prong).

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ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee’s Fees and Expenses.  The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Administrator, the Transferor, the Issuer and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed, except as otherwise provided in the 2021-A Basic Documents, by the Transferor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

When the Owner Trustee incurs expenses after the occurrence of an Event of Default set forth under Section 5.01(e) of the Indenture with respect to the Issuer, such expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law.

Section 8.02.  Indemnification.  The Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, for purposes of this Section, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses, including legal fees and expenses in connection with enforcement of its rights hereunder) of any kind and nature whatsoever (collectively, for purposes of this Section, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out the 2021-A Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01.  To the extent not paid, or caused to be paid, by the Transferor or the Administrator, any indemnity due and owing the Owner Trustee shall be paid in accordance with Section 5.04(b) and 8.03 of the Indenture.  The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement.  In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld.

Section 8.03.  Payments to Owner Trustee.  Any amounts paid to the Owner Trustee pursuant to this Article from assets that are part of the Owner Trust Estate shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

ARTICLE NINE

TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement.

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(a)          The Issuer shall dissolve upon the earlier of (i) the optional redemption of the 2021-A Exchange Note by the Servicer in accordance with the terms of the 2021-A Servicing Supplement, (ii) the redemption of the 2021-A Exchange Note following the termination of the last remaining 2021-A Lease included in the 2021-A Reference Pool and the disposition of all remaining 2021-A Vehicles and (iii) the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the 2021-A Servicing Supplement and Article Five, including any payments due to the Noteholders, the Certificateholders and any other holders of securities issued under any supplemental indentures to the Indenture or amendments to this Agreement of all amounts required to be paid to them pursuant to such supplemental indentures or amendments.  Neither the Transferor nor any Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Issuer.  The bankruptcy, liquidation, dissolution, death or incapacity of a Certificateholder shall not (i) operate to dissolve or terminate this Agreement or the Issuer, (ii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)          Notice of any dissolution and termination of the Issuer, specifying the Payment Date upon which Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee to Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable and that payments are being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders.  Upon presentation and surrender of the Certificates, the Owner Trustee shall cause to be distributed to Certificateholders, subject to Section 3808 of the Delaware Statutory Trust Act, amounts distributable on such Payment Date pursuant to Section 5.01.

(c)          In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in Section 9.01(b), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto.  If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.  Subject to applicable escheat laws, any funds remaining in the Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Servicer.

(d)          Upon the winding up of the Issuer by the Transferor in accordance with Section 3808 of the Delaware Statutory Trust Act, the Owner Trustee, at the expense and written direction of the Transferor shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act and the Issuer and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

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ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.  Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be (i) a corporation or depository institution organized under the laws of the United States or any State and satisfying the provisions of Section 3807(a) of the Delaware Statutory Trust Act, (ii) authorized to exercise corporate trust powers; having (or having a parent that has) a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or State authorities and (iii) having (or having a parent that has) time deposits that are rated investment grade by Standard & Poor’s and Moody’s or are otherwise acceptable to the Rating Agencies.  If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation or depository institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02.  Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the Transferor, and will provide to the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee.  Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.  Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall (i) cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (ii) be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that the Transferor is required to file Exchange Act Reports with respect to the Issuer and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions) or (iv) otherwise become incapable of acting, then the Administrator or the Transferor may remove the Owner Trustee.  If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.

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Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.  So long as any Notes are Outstanding, the Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Noteholders and each Rating Agency.  Any costs associated with the removal of the Owner Trustee shall be paid by the Administrator.

Section 10.03.  Successor Owner Trustee.  Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement and deliver to the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor in order to comply with its reporting obligations under the Exchange Act with respect to the successor Owner Trustee, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.  Any successor Owner Trustee shall promptly file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to the Rating Agencies, the Certificateholders and the Indenture Trustee.  If the Administrator shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

Section 10.04.  Merger or Consolidation of Owner Trustee.

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(a)          Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section 10.01; and, provided, further, that, so long as any Notes are Outstanding, the Owner Trustee shall mail notice of such merger or consolidation to the Transferor and the Administrator, and the Administrator shall provide a copy of such notice to the Rating Agencies.  Any successor Owner Trustee as a result of a merger or consolidation shall promptly file an amendment to the Certificate of Trust as required by the Delaware Statutory Trust Act and provide the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor in order to comply with its reporting obligations under the Exchange Act with respect to the successor Owner Trustee.

(b)          If any of the Certificates shall have been authenticated but not delivered at the time such successor or successors by consolidation, merger or conversion to the Owner Trustee shall succeed to the trusts created by this Agreement, any such successor to the Owner Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Certificates so authenticated.  If any of the Certificates shall not have been authenticated upon such succession, any such successor to the Owner Trustee may authenticate such Certificates either in the name of any predecessor trustee or in the name of the successor to the Owner Trustee.  In all such cases such Certificates shall have the same force which the Certificates or this Agreement provide that the certificate of the Owner Trustee shall have.

Section 10.05.  Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any 2021-A Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Issuer or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.  If the  Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

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(a)          all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)          no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c)          the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE ELEVEN

REGULATION AB

Section 11.01.  Intent of the Parties; Reasonableness.  The parties hereto acknowledge and agree that the purpose of this Article is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission.  The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor’s compliance with the Securities Act, the Exchange Act and the respective rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Owner Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Owner Trustee which is required in order to enable the Transferor to comply with the provisions of Regulation AB, including Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB as such items relate to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement.

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Section 11.02.  Representations and Warranties.  The Owner Trustee represents that:

(a)          there are no affiliations relating to the Owner Trustee with respect to any Item 1119 Party;

(b)          other than the transactions contemplated by the 2021-A Basic Documents, there are no relationships or transactions with respect to any Item 1119 Party and the Owner Trustee that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party that are material to the investors’ understanding of the Notes; and

(c)          there are no legal Proceedings pending, or known to be contemplated by governmental authorities, against the Owner Trustee, or of which the property of the Owner Trustee is subject, that are material to the Noteholders.

Section 11.03.  Information to be Provided by the Owner Trustee.

(a)          For so long as the Transferor is required to report under Regulation AB, the Owner Trustee shall, as promptly as practicable, notify the Transferor, in writing, of (i) the commencement of, a material development in or, if applicable, the termination of, any and all Proceedings against the Owner Trustee or any and all Proceedings of which any property of the Owner Trustee is the subject, that is material to the Noteholders and (ii) any such Proceedings known to be contemplated by Governmental Authorities.  The Owner Trustee shall also notify the Transferor, in writing, as promptly as practicable following notice to or discovery by a Responsible Officer of the Owner Trustee of any material changes to Proceedings described in the preceding sentence.  In addition, the Owner Trustee will furnish to the Transferor, in writing, the necessary disclosure regarding the Owner Trustee describing such Proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed by or on behalf of the Transferor pursuant to the Exchange Act.

(b)          For so long as the Transferor is required to report under Regulation AB, the Owner Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, commencing in April 2021, provide to the Transferor such information regarding the Owner Trustee as is required for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, the Owner Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Owner Trustee to the Transferor and (ii) as promptly as practicable following notice to or discovery by an Authorized Officer of the Owner Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.  Such information shall include, at a minimum:

(A)         the Owner Trustee’s name and form of organization;

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(B)         a description of the extent to which the Owner Trustee has had prior experience serving as a trustee for asset-backed securities transactions involving motor vehicle leases; and

(C)         a description of any affiliation between the Owner Trustee and any of the following parties to a Securitization Transaction, as such parties are identified by name to the Owner Trustee by the Transferor in writing in advance of such Securitization Transaction:  (1) the sponsor, (2) any transferor, (3) the issuing entity, (4) any servicer or subservicer, (5) any other trustee, (6) any originator, (7) any significant obligor, (8) any enhancement or support provider, (9) any asset representations reviewer and (10) any other material party related to any Securitization Transaction.

In addition, the Owner Trustee shall provide a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding between the Owner Trustee and any above-listed party that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the Securitization Transactions, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.

The Transferor agrees to notify the Owner Trustee in writing if it is no longer required to report under Regulation AB.

ARTICLE TWELVE

TAX MATTERS

Section 12.01.  Tax Accounting Characterization.

(a)          It is the intent of the parties hereto and MBFS USA that, for the purposes of federal income, State and local income and franchise tax and any other income taxes, so long as the Issuer has no equity owner other than one Certificateholder (as determined for federal income tax purposes), the Issuer will be treated as an entity disregarded as separate from the Certificateholder for federal income tax purposes.  If for any reason the Issuer has more than one Certificateholder, the parties hereto and MBFS USA intend for federal income tax purposes that the Issuer will be a partnership, the Certificateholders will be partners in the partnership and the partnership will not be an association or publicly traded partnership taxable as a corporation.  The Notes are intended to be treated as indebtedness for federal income tax purposes.  The Certificateholder hereby agrees and each Holder, by acceptance of a Note, agrees in the Indenture to such treatment and agrees to take no action inconsistent with such treatment.

(b)          The parties agree that, unless otherwise required by the appropriate tax authorities, the Administrator, on behalf of the Issuer, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterizations expressed in Section 12.01(a).

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(c)          Each Certificateholder agrees to take no action inconsistent with the tax characterization of its Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Section 12.02.  Signature on Returns; Partnership Representative.

(a)          If at any time the Issuer is not treated as an entity disregarded as separate from the Certificateholder for federal income tax purposes, the Person that holds, or is deemed to hold under the Code, the Transferor, for as long as it is a holder of a Certificate, and thereafter, the holder of the Certificate with the largest Certificate Percentage Interest, will prepare and sign, on behalf of the Issuer, the tax returns of the Issuer.

(b)          The entity that is required to prepare the tax returns of the Issuer pursuant to Section 12.02(a) shall be the partnership representative, within the meaning of Section 6223(a) of the Code.  The partnership representative shall, (i) if the Issuer is eligible, cause the Issuer to elect, pursuant to Section 6221(b) of the Code, that Section 6221(a) of the Code shall not apply to the Issuer or (ii) if the election in Section 6221(b) of the Code is not available, to the extent applicable, cause the Issuer to make the election under Section 6226(a) of the Code.

Section 12.03.  Tax Reporting.

(a)          Unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number.

(b)          The Owner Trustee will not elect or cause the Issuer to elect, and each other party hereto will not elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3.

ARTICLE THIRTEEN

MISCELLANEOUS

Section 13.01.  Amendments.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in any offering document used in connection with the initial offer and sale of the Notes, to provide for the issuance of additional securities in exchange for the Certificates as provided in Section 3.02(c), to add (as described in Section 3.04(e)) provisions necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity, and for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement which will not be inconsistent with other provisions of this Agreement; provided, that, except as otherwise provided in Section 3.02(c) in connection with the exchange of the Certificates for additional securities, (i) the Transferor shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

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(b)          Each amendment, supplement or other modification of this Agreement other than those provided for in Section 13.01(a) requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the Required Reserve Amount, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of all Holders of Notes then Outstanding.

(c)          It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other 2021-A Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee and the Indenture Trustee may prescribe.  Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall file such amendment or cause such amendment to be filed with the Delaware Secretary of State.

(d)          Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Transferor shall furnish written notice of the substance of such amendment or consent to the Indenture Trustee and the Rating Agencies.

(e)          In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel and an Officer’s Certificate of the Transferor or Administrator stating that the execution of such amendment is authorized or permitted by this Agreement (or such other agreement) and that all conditions precedent in this Agreement (or such other agreement) to the execution and delivery of such amendment have been satisfied.  The Owner Trustee may, but shall not be required to, execute any amendment which, as evidenced by an Opinion of Counsel, adversely affects the Owner Trustee’s rights, duties and liabilities under this Agreement.

(f)          In connection with the execution of any amendment to this Agreement, the Indenture Trustee shall receive an Opinion of Counsel to the effect that the amendment will not cause (i) the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, (ii) the Notes to be characterized other than as indebtedness for federal income tax purposes and (iii) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code.

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Section 13.02.  Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Certificateholders, the Administrator, the Noteholders and, to the extent expressly provided herein, the Indenture Trustee, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 13.03.  Notices.  Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing.  Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply e‑mail or reply facsimile from the recipient, (b) an e‑mail, when receipt is confirmed by telephone or by reply e‑mail from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) and (ii)(c) above.  Unless otherwise specified in this Agreement, any such notice, request, demand, consent or other communication will be delivered or addressed, in the case of (i) if to the Owner Trustee, addressed to the Corporate Trust Office, with a copy to Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:  Corporate Trust Administration (e-mail:  mhollis@wilmingtontrust.com, facsimile:  (302) 636-4141); (ii) if to the Transferor, addressed to Daimler Trust Leasing LLC, c/o Mercedes-Benz Financial Services USA LLC, 35455 Corporate Drive, Farmington Hills, Michigan 48331, Attention:  Steven C. Poling (e-mail:  steven.c.poling@daimler.com, facsimile:  (817) 224-3587); (iii) if to Moody’s, at Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich St, New York, NY 10007, Attention: ABS Monitoring Department (e-mail: ServicerReports@Moodys.com); (iv) if to Standard & Poor’s, at S&P Global Ratings, 55 Water Street, New York, New York 10041, Attention:  Asset Backed Surveillance Department (e‑mail:  Servicer_reports@sandp.com); or (v) as to each party, at such other address as shall be designated by such party in a written notice to each other party.

Section 13.04.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement or the Certificates shall be for any reason whatsoever held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and the Certificates, and such invalidity shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement or the Certificates or the rights of the Certificateholders.

Section 13.05.  Counterparts; Electronic Signatures.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

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Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

Section 13.06.  Successors and Assigns.  All covenants and agreements contained herein and in the Certificates shall be binding upon, and inure to the benefit of the Transferor, the Owner Trustee, the Certificateholders and their respective successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind its successors and assigns.

Section 13.07.  No Petition.  The Owner Trustee and the Transferor, by entering into this Agreement, each Certificateholder, by accepting a Certificate, the Indenture Trustee and each Noteholder or beneficial owner of Notes, by accepting the benefits of this Agreement, hereby covenant and agree that, prior to the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of the 2021-A Exchange Notes, the 2021-A ABS Notes or all amounts due to each Holder in respect of a Specified Interest, they will not institute against, or join any other Person, in instituting against, the Issuer, the Titling Trust, the Initial Beneficiary or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, the Notes, this Agreement or any other 2021-A Basic Document and agrees that it will not cooperate with or encourage others to file a bankruptcy petition against the Transferor or the Issuer during the same period.

Section 13.08.  Table of Contents and Headings.  The Table of Contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 13.09.  GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

35

(a)          THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT AND ALL AMENDMENTS HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, AND THE RIGHTS OF ALL PARTIES HERETO AND THE EFFECT OF EVERY PROVISION HEREOF SHALL BE SUBJECT TO AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF; PROVIDED, HOWEVER, THAT THE PARTIES HERETO AND THE CERTIFICATEHOLDERS INTEND THAT THE PROVISIONS HEREOF SHALL CONTROL OVER ANY CONTRARY OR LIMITING STATUTORY OR COMMON LAW OF THE STATE OF DELAWARE (OTHER THAN THE DELAWARE STATUTORY TRUST ACT) AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE SHALL NOT BE APPLICABLE TO THE ISSUER, THE TRANSFEROR, THE OWNER TRUSTEE, THE CERTIFICATEHOLDERS OR THIS AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE (OTHER THAN THE DELAWARE STATUTORY TRUST ACT) PERTAINING TO TRUSTS WHICH RELATE TO OR REGULATE IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, INCLUDING:  (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS, OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OF TRUST ASSETS, (G) THE EXISTENCE OF RIGHTS OR INTERESTS (BENEFICIAL OR OTHERWISE) IN TRUST ASSETS, (H) THE ABILITY OF BENEFICIAL OWNERS OR OTHER PERSONS TO TERMINATE OR DISSOLVE A TRUST, OR (I) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OR RESPONSIBILITIES OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES OR BENEFICIAL OWNERS THAT ARE INCONSISTENT WITH THE LIMITATIONS ON LIABILITY OR AUTHORITIES AND POWERS OF THE OWNER TRUSTEE OR THE CERTIFICATEHOLDERS SET FORTH OR REFERENCED IN THIS TRUST AGREEMENT.  SECTIONS 3540, 3542 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE ISSUER.

(b)          THE PARTIES HERETO AND THE CERTIFICATEHOLDERS AGREE THAT ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR IF SUCH COURT DOES NOT HAVE JURISDICTION OVER THE SUBJECT MATTER OF SUCH PROCEEDING OR IF SUCH JURISDICTION IS NOT AVAILABLE, IN ANY OTHER COURT OF THE STATE OF DELAWARE OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY OF THOSE COURTS OR THAT ANY SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY OF THOSE COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE PARTIES HERETO UNCONDITIONALLY AGREES THAT, TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS.  PROCESS IN ANY SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY OF THE NAMED COURTS AND SUCH SERVICE SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY WITHIN THE STATE OF DELAWARE.

36

(c)          THE PARTIES HERETO AND THE CERTIFICATEHOLDERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

37

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

DAIMLER TRUST LEASING LLC,

as Transferor

By:	/s/ Christopher Trainor
Name:	Christopher Trainor
Title:	Vice President

WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Owner Trustee

By:	/s/ Matthew Hollis
Name:	Matthew Hollis
Title:	Banking Officer

2021-A A&R Trust Agreement

EXHIBIT A

CERTIFICATE OF TRUST

OF

MERCEDES-BENZ AUTO LEASE TRUST 2021-A

This Certificate of Trust of Mercedes-Benz Auto Lease Trust 2021-A (the “Trust”) is being duly executed and filed by Wilmington Trust, National Association, a national banking association, as trustee (the “Owner Trustee”), to form a statutory trust under the Delaware Statutory Trust Act (12 Del.C. Section 3801 et seq.) (the “Act”).

1.           Name.  The name of the statutory trust formed hereby is Mercedes-Benz Auto Lease Trust 2021-A.

2.           Delaware Trustee.  The name and business address of the trustee of the Trust having its principal place of business in the State of Delaware are Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19801.

3.           Effective Date.  This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

A-1

EXHIBIT B

FORM OF CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE TRUST AGREEMENT AND THE OTHER 2021-A BASIC DOCUMENTS REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF DAIMLER TRUST LEASING LLC, MERCEDES-BENZ FINANCIAL SERVICES USA LLC OR ANY OF THEIR RESPECTIVE AFFILIATES.

THIS CERTIFICATE MAY NOT BE PURCHASED BY A PERSON THAT IS OR IS ACTING ON BEHALF OF, OR USING THE ASSETS OF ANY OF (1) AN “EMPLOYEE BENEFIT PLAN”, AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (2) A “PLAN”, AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (3) 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 MODIFIED BY SECTION 3(42) OF ERISA), OR (4) A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).  BY ACCEPTANCE OF THIS CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTIONS.

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT.

REGISTERED NO.  R-1

MERCEDES-BENZ AUTO LEASE TRUST 2021-A

ASSET BACKED CERTIFICATE

Evidencing an undivided beneficial interest in the property of Mercedes-Benz Auto Lease Trust 2021-A, a Delaware statutory trust (the “Issuer”), which property includes the 2021-A Exchange Note, the 2021-A Bank Accounts and certain other rights under the Trust Agreement and Second Tier Sale Agreement.  The property of the Issuer has been pledged by the Issuer to U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”), pursuant to an indenture, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and the Indenture Trustee, to secure the payment of the Notes issued thereunder.

B-1

This certifies that DAIMLER TRUST LEASING LLC is the registered owner of a 100% Certificate Percentage Interest nonassessable, fully paid, undivided beneficial interest in the Issuer.  The Issuer is governed by an amended and restated trust agreement dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), between Daimler Trust Leasing LLC, as transferor (in such capacity, the “Transferor”), and Wilmington Trust, National Association, as owner trustee (in such capacity, and not in its individual capacity, the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement, dated as of January 1, 2021, among Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent or, if not defined therein, in Appendix A to the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral agent, and MBFS USA, as lender and as servicer.  Appendix A also contains rules as to usage applicable to this Certificate.

This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the registered holder of this Certificate (the “Certificateholder”) by virtue of the acceptance hereof assents and by which such Certificateholder is bound.

Pursuant to the Trust Agreement, there will be distributed on each Payment Date to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such Payment Date such Certificateholder’s Certificate Percentage Interest in the amount to be distributed to Certificateholders on such Payment Date.  “Payment Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing on February 16, 2021.

THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT AND THE INDENTURE.

It is the intent of the Transferor, the Owner Trustee, the Administrator, the Servicer and the Certificateholders that, for purposes of federal income taxes, State and local income taxes and any other income taxes, the Issuer will be treated as either an entity that is disregarded as separate from the beneficial owner of the equity in the Issuer if there is only one such owner, or as a partnership (other than an association or publicly traded partnership) if there are two or more such owners.  The Transferor and each Certificateholder each, by acceptance of a Certificate on a beneficial interest therein, agree with the foregoing characterization of the Certificates for such tax purposes and further agree to take no action inconsistent therewith.

B-2

Each Certificateholder, by its acceptance of a Certificate or a beneficial interest therein, covenants and agrees that, prior to the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of the 2021-A Exchange Notes, the 2021-A ABS Notes or all amounts due to each Holder in respect of a Specified Interest, they will not institute against, or join any other Person, in instituting against, the Issuer, the Titling Trust, the Initial Beneficiary or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, the 2021-A ABS Notes, this Agreement or any other 2021-A Basic Document.

Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Paying Agent.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if fully set forth on the face of this Certificate.

Unless the certificate of authentication hereon has been executed by an Authorized Officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or the Indenture or be valid for any purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

B-3

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its individual capacity, has caused this Certificate to be duly executed as of the date set forth below.

Dated:  January __, 2021	MERCEDES-BENZ AUTO LEASE TRUST 2021-A,
	By:  WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.

Dated:  January __, 2021	MERCEDES-BENZ AUTO LEASE TRUST 2021-A,
	By:  WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

B-4

[REVERSE OF CERTIFICATE]

This Certificate does not represent an obligation of, or an interest in, the Transferor, the Servicer, the Administrator, the Owner Trustee or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other 2021-A Basic Documents.  In addition, this Certificate is not guaranteed by any Governmental Authority and is limited in right of payment to certain collections with respect to the 2021-A Exchange Note (and certain other amounts), all as more specifically set forth herein, in the Indenture and in the 2021-A Exchange Note Supplement.

The Trust Agreement permits the Transferor and the Owner Trustee, on behalf of the Issuer, with certain exceptions therein provided, to amend from time to time certain terms and conditions set forth in the Trust Agreement without the consent of the Certificateholders.  The Trust Agreement also permits the Transferor and the Owner Trustee, on behalf of the Issuer, with certain exceptions as therein provided, to amend certain terms and conditions set forth in the Trust Agreement with the consent of the Majority Noteholders or, if the Notes are no longer Outstanding, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest.  Any such consent by the Certificateholder shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office and a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates in any authorized denomination and in the same aggregate Certificate Percentage Interest in the Issuer will be issued to the designated transferee or transferees.  No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection therewith.  The initial Certificate Registrar appointed under the Trust Agreement is the Paying Agent.

Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not and is not acting on behalf of, or using the assets of a Benefit Plan.

The Certificates are issuable only in registered form in denominations as provided in the Trust Agreement, subject to certain limitations therein set forth.

The Owner Trustee, the Certificate Registrar and any Paying Agent may treat the Person in whose name this Certificate is registered in the Certificate Register (as of the day of determination) as the owner of this Certificate for the purpose of receiving distributions pursuant to the Trust Agreement and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

B-5

The Trust Agreement, with certain exceptions therein provided, shall terminate in accordance with Article Nine of the Trust Agreement.

B-6

ASSIGNMENT

 

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:  ________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.

Dated:

B-7

EX-4.4

Exhibit 4.4

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

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

2021-A EXCHANGE NOTE SUPPLEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

Page
ARTICLE ONE
USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Capitalized Terms; Rules of Usage	2
ARTICLE TWO
THE 2021-A EXCHANGE NOTE
Section 2.01.	Creation and Designation	3
Section 2.02.	Issuance of the 2021-A Exchange Note; Registered Pledge	3
Section 2.03.	2021-A Exchange Note Representations and Warranties	4
Section 2.04.	2021-A Exchange Note Interest Payments	4
Section 2.05.	2021-A Exchange Note Principal Payments	5
Section 2.06.	2021-A Reserve Account	5
Section 2.07.	Additional Representations and Warranties	5
ARTICLE THREE
THE 2021-A REFERENCE POOL
Section 3.01.	The 2021-A Reference Pool	6
ARTICLE FOUR
EXCHANGE NOTE DEFAULTS AND REMEDIES
Section 4.01.	2021-A Exchange Note Defaults	7
Section 4.02.	Exchange Note Remedies	7
ARTICLE FIVE
APPLICATION OF COLLECTIONS ON THE 2021-A REFERENCE POOL
Section 5.01.	Application of 2021-A Reference Pool Collections Prior to Facility Default and Exchange Note Default	8
Section 5.02.	Application of 2021-A Reference Pool Collections Following a Liquidation	8
ARTICLE SIX
SECURITY INTEREST
Section 6.01.	Security Interest	9

ARTICLE SEVEN
EXCHANGE ACT REPORTING
Section 7.01.	Further Assurances	10
Section 7.02.	Form 10-D Filings	10
Section 7.03.	Form 8-K Filings	10
Section 7.04.	Form 10-K Filings	11
Section 7.05.	Report on Assessment of Compliance and Attestation	11
Section 7.06.	Back-up Sarbanes-Oxley Certification.	12
Section 7.07.	Representations and Warranties	12
Section 7.08.	Indemnification.	12
ARTICLE EIGHT
MISCELLANEOUS
Section 8.01.	Amendments	14
Section 8.02.	2021-A Exchange Noteholders Entitled to Benefits of this 2021-A Exchange Note Supplement	15
Section 8.03.	Tax Characterization	15
Section 8.04.	GOVERNING LAW; SUBMISSION TO JURISDICTION;  APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; WAIVER OF JURY TRIAL	15
Section 8.05.	Successors and Assigns	16
Section 8.06.	Severability	16
Section 8.07.	Counterparts; Electronic Signatures	16
Section 8.08.	Table of Contents and Headings	16
Section 8.09.	No Petition	16
Section 8.10.	No Recourse	16
EXHIBITS
Exhibit A  –	Form of 2021-A Exchange Note	A-1
Exhibit B  –	Schedule of 2021-A Reference Pool Assets	B-1
SCHEDULES
Schedule A  –	Item 1119 Parties	SA-1
Schedule B  –	Disclosure Items	SB-1
Schedule C  –	Article Nine Security Interest Representations And Warranties	SC-1

ii

This 2021-A EXCHANGE NOTE SUPPLEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “2021-A 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 U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

RECITALS

WHEREAS, pursuant to a Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among MBFS USA, Daimler Trust Holdings LLC and BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), the Titling Trust was created to hold title to leases, vehicles and certain related assets (the “Titling Trust Assets”);

WHEREAS, the Lender, the Servicer, the Titling Trust, the Collateral Agent and the Administrative Agent have entered into an Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), pursuant to which the Lender will make advances to the Titling Trust from time to time to acquire Titling Trust Assets;

WHEREAS, the Basic Collateral Agency Agreement provides, among other things, that the parties thereto may from time to time enter into an exchange note supplement pursuant to which the Lender will assign its interest in a portion of its outstanding advances to be evidenced by an exchange note, payments in respect of which shall be made from collections in respect of a pool of specified Titling Trust Assets;

WHEREAS, the parties hereto wish to enter into this 2021-A Exchange Note Supplement to provide for the issuance of an exchange note to be known as the “2021-A Exchange Note” and the creation of a reference pool of leases and leased vehicles relating thereto;

WHEREAS, concurrently herewith, (i) MBFS USA and Daimler Trust Leasing LLC, a Delaware limited liability company (the “Transferor”), are entering into a First-Tier Sale Agreement pursuant to which the Transferor will purchase the 2021-A Exchange Note from MBFS USA and (ii) the Transferor and Mercedes-Benz Auto Lease Trust 2021-A (the “Issuer”), are entering into a Second-Tier Sale Agreement pursuant to which the Transferor will transfer the 2021-A Exchange Note to the Issuer;

WHEREAS, concurrently herewith, the Issuer is entering into an asset-backed financing transaction pursuant to, among other agreements, an Indenture, dated as of January 1, 2021 (the “Indenture”), between the Issuer and the Indenture Trustee, pursuant to which, among other things, the Issuer will pledge certain of its assets and grant a security interest in such assets, including the 2021-A Exchange Note; and

WHEREAS, concurrently herewith, the Titling Trust, the Servicer and the Collateral Agent are entering into a 2021-A Servicing Supplement to the Servicing Agreement, dated as of January 1, 2021 (as amended, modified or supplemented from time to time, the “2021-A Servicing Supplement”), pursuant to which, among other things, the terms of the Amended and Restated Servicing Agreement, dated as of March 1, 2009 (as modified, supplemented or amended from time to time, the “2021-A Servicing Agreement”) will be supplemented to provide more specific servicing obligations insofar as they apply to the 2021-A Leases and 2021-A Vehicles allocated to the 2021-A Reference Pool.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Capitalized Terms; Rules of Usage.

(a)          Capitalized terms used in this 2021-A Exchange Note Supplement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this 2021-A Exchange Note Supplement.  Appendix 1 also contains rules as to usage applicable to this 2021-A Exchange Note Supplement.

(b)          Except as otherwise indicated by the context, all references herein to (i) “Leases” shall be to Collateral Leases and (ii) “Vehicles” shall be to Collateral Vehicles.

2

ARTICLE TWO

THE 2021-A EXCHANGE NOTE

Section 2.01.  Creation and Designation.  There is hereby created an Exchange Note to be issued pursuant to the Basic Collateral Agency Agreement and this 2021-A Exchange Note Supplement to be known as the “2021-A Exchange Note”.  The terms of the 2021-A Exchange Note are as follows:

(a)         the 2021-A Exchange Note Issuance Date is the 2021-A Closing Date;

(b)         the Exchange Note Initial Principal Balance of the 2021-A Exchange Note is $1,415,404,747.17;

(c)         the 2021-A Cutoff Date for the 2021-A Reference Pool is the close of business on November 30, 2020;

(d)         the Exchange Note Interest Rate for the 2021-A Exchange Note will be a fixed rate equal to 0.33% per annum;

(e)         the 2021-A Exchange Note Final Scheduled Payment Date is October 15, 2026;

(f)          the 2021-A Exchange Note will be issued as a single class;

(g)         no Rating Agency will issue ratings on the 2021-A Exchange Note;

(h)         the first Payment Date for the 2021-A Exchange Note is February 16, 2021, and thereafter, the 15^th day of each calendar month or, if such day is not a Business Day, the next Business Day;

(i)          the 2021-A Exchange Note Interest Period with respect to the 2021-A Exchange Note shall be, with respect to any Payment Date, the related Collection Period; and

(j)          the initial Securitization Value of the 2021-A Leases and related 2021-A Vehicles included in the 2021-A Reference Pool is equal to $1,489,899,733.86.

Section 2.02.  Issuance of the 2021-A Exchange Note; Registered Pledge.

(a)          The 2021-A Exchange Note, together with the Administrative Agent’s certificate of authentication on such 2021-A Exchange Note, will be delivered in the form of a certificated note substantially in the form set forth as Exhibit A hereto and will satisfy the requirements of Sections 4.01 and 4.02 of the Basic Collateral Agency Agreement.  The 2021-A Exchange Note may be transferred (i) prior to the occurrence and continuance of an Event of Default, only in whole and not in part and (ii) subsequent to the occurrence and continuance of an Event of Default, either in whole or in part.

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(b)          The Borrower will deliver to the Administrative Agent (i) the executed 2021-A Exchange Note for authentication and (ii) this 2021-A Exchange Note Supplement, and following receipt thereof and satisfaction of the conditions set forth in Section 4.02(c) of the Basic Collateral Agency Agreement, the Administrative Agent will (A) execute this 2021-A Exchange Note Supplement and (B) authenticate and deliver the 2021-A Exchange Note in accordance with Section 4.02(d) of the Basic Collateral Agency Agreement.

(c)          The Lender agrees for the benefit of the 2021-A Exchange Noteholders that, with respect to the 2021-A Reference Pool, any claim that it may have against such assets will be subordinated in right to payment in full of the 2021-A Exchange Notes.

(d)          All of the Issuer’s right, title and interest with respect to the 2021-A Exchange Note has been assigned to the Indenture Trustee pursuant to the Indenture.  The Indenture Trustee shall be listed in the Exchange Note Register as the Registered Pledgee of the 2021-A Exchange Note until the Outstanding Amount of the Notes has been reduced to zero and all Issuer Obligations have been paid in full (at which time the rights of the Indenture Trustee as Registered Pledgee of the 2021-A Exchange Note shall terminate).  The Lender has caused the 2021-A Exchange Note to be delivered to the Indenture Trustee in New York, New York.  The Registered Pledgee shall have the rights granted to the 2021-A Exchange Noteholder as described in the Basic Collateral Agency Agreement.  As the Registered Pledgee, the Indenture Trustee shall be entitled to exercise any and all rights or powers of a holder hereunder and under the Basic Collateral Agency Agreement, to the extent set forth in Section 6.13 of the Indenture.

(e)          For so long as it is the Registered Pledgee, the Indenture Trustee shall be entitled to exercise the rights of the 2021-A Exchange Noteholder.  Following the return of the 2021-A Exchange Note to or upon the order of the Issuer pursuant to Section 8.05(b) of the Indenture, the Issuer shall be entitled to exercise all rights of the 2021-A Exchange Noteholder.

Section 2.03.  2021-A Exchange Note Representations and Warranties.

(a)          The Borrower represents and warrants that upon satisfaction of the conditions set forth in Sections 2.02(a) and (b), the 2021-A Exchange Note will have been duly authorized, executed and delivered under this 2021-A Exchange Note Supplement.

(b)          By acceptance of the 2021-A Exchange Note, the 2021-A Exchange Noteholder agrees with and makes, as of the 2021-A Closing Date, the representations and warranties set forth in Section 4.03(f) of the Basic Collateral Agency Agreement.

(c)          The Borrower hereby makes, as of the 2021-A Closing Date, the representations and warranties set forth in Schedule C on which the other parties hereto are relying, and any 2021-A Exchange Noteholder, in acquiring the related 2021-A Exchange Note, will rely.

Section 2.04.  2021-A Exchange Note Interest Payments. For each Payment Date, the amount of interest due with respect to the 2021-A Exchange Note will be equal to the 2021-A Exchange Note Interest Distributable Amount.

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Section 2.05.  2021-A Exchange Note Principal Payments.  For each Payment Date, the amount of principal payable with respect to the 2021-A Exchange Note will be equal to the 2021-A Exchange Note Principal Distributable Amount.  The entire outstanding 2021-A Exchange Note Balance will become due and payable on the 2021-A Exchange Note Final Scheduled Payment Date.  Notwithstanding the foregoing, the entire unpaid 2021-A Exchange Note Balance will be due and payable on the date on which an Exchange Note Default with respect to the 2021-A Exchange Note has occurred and is continuing, and the 2021-A Exchange Noteholder has declared the 2021-A Exchange Note to be immediately due and payable in the manner provided in the Basic Collateral Agency Agreement.  For the avoidance of doubt, the 2021-A Exchange Note will be deemed to not be paid in full until all Issuer Obligations have been paid in full.

Section 2.06.  2021-A Reserve Account.

(a)          In connection with the issuance of the 2021-A Exchange Note, the Servicer will establish the 2021-A Reserve Account pursuant to Section 4.01(a)(iii) of the 2021-A Servicing Supplement.  On the 2021-A Closing Date, the Transferor will deposit, or cause to be deposited, the Reserve Initial Deposit into the 2021-A Reserve Account.

(b)          On each Payment Date, the Indenture Trustee will deposit into the 2021-A Reserve Account all 2021-A Available Funds in accordance with Section 8.03(a)(iv) of the Indenture until the amount on deposit in the 2021-A Reserve Account equals the Required Reserve Amount.

(c)          On or prior to each Determination Date, the Servicer will determine the 2021-A Available Funds Shortfall Amount, if any, for the related Payment Date.  If the 2021-A Available Funds Shortfall Amount for any Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the 2021-A Reserve Account an amount equal to the 2021-A Reserve Account Draw Amount and transfer the 2021-A Reserve Account Draw Amount to the 2021-A Exchange Note Collection Account on or prior to the related Payment Date, which amount shall be applied towards making distributions on such Payment Date.  If the Note Balance and all other Issuer Obligations have been paid in full and the Issuer has been terminated, any remaining amounts on deposit in the 2021-A Reserve Account shall be distributed to the Certificateholder.

Section 2.07.  Additional Representations and Warranties.  Each of the Borrower, the Collateral Agent, the Titling Trust and the Administrative Agent hereby makes the following representations and warranties as of the 2021-A Closing Date:

(a)          It is not in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which it or, to its knowledge, any of its Affiliates that are parties to the 2021-A Basic Documents is bound, and which default would have a material adverse effect on its ability to perform its obligations under this 2021-A Exchange Note Supplement.

(b)          No consent, approval, authorization or order of any Governmental Authority or body is required under federal or State law for the execution, delivery and performance by it, or compliance by it with this 2021-A Exchange Note Supplement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this 2021-A Exchange Note Supplement.

(c)          It does not have any reason or cause to believe that it cannot perform each and every covenant of such party contained in this 2021-A Exchange Note Supplement.

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ARTICLE THREE

THE 2021-A REFERENCE POOL

Section 3.01.  The 2021-A Reference Pool.

(a)          Pursuant to Section 4.01 of the Basic Collateral Agency Agreement and Section 4.3(b) of the Titling Trust Agreement, the Initial Beneficiary will designate a portion of the Leases and related Vehicles included in the Revolving Facility Pool for allocation to a new reference pool, referred to as the “2021-A Reference Pool”.  The 2021-A Exchange Note will primarily be payable from 2021-A Collections on or in respect of the Collateral Assets included in the 2021-A Reference Pool in accordance with the priorities in Section 5.01.  For purposes of determining 2021-A Collections that are applicable to the 2021-A Reference Pool, the 2021-A Leases and 2021-A Vehicles included in the 2021-A Reference Pool will be deemed to have been included in the 2021-A Reference Pool from and after the 2021-A Cutoff Date.  A Schedule of 2021-A Reference Pool Assets appears as Exhibit B hereto.

(b)          The 2021-A Leases and 2021-A Vehicles included in the 2021-A Reference Pool will not be included in the Revolving Facility Pool or in any other Reference Pool and no Leases or Vehicles included in the Revolving Facility Pool or leases or leased vehicles allocated to any other Reference Pool after the 2021-A Cutoff Date will be included in the 2021-A Reference Pool.  Notwithstanding the foregoing, 2021-A Leases and 2021-A Vehicles shall be reallocated from the 2021-A Reference Pool to the Revolving Facility Pool (i) in connection with (A) purchases of 2021-A Leases and 2021-A Vehicles pursuant to Section 3.05 of the 2021-A Servicing Supplement or (B) the optional redemption of the 2021-A Exchange Note pursuant to Section 5.01 of the 2021-A Servicing Supplement and 4.06 of the Basic Collateral Agency Agreement or (ii) following release of the Trust Estate pursuant to Section 8.05(b) of the Indenture.

(c)          Notwithstanding any other provision of this 2021-A Exchange Note Supplement or the Basic Servicing Agreement, in the event that any 2021-A Vehicle is sold or otherwise disposed of by the Servicer, each of the 2021-A Exchange Noteholder and the Registered Pledgee (i) for as long as no Event of Default has occurred and is continuing, will be deemed automatically to release, and immediately prior to such sale or other disposition, does hereby agree to release at such time, any and all Liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under such 2021-A Vehicle, the proceeds thereof (including pursuant to any Insurance Policy) with respect to or covering such 2021-A Vehicle and any contract or agreement for the sale or other disposition of such 2021-A Vehicle, and (ii) during the occurrence and continuance of an Event of Default, shall continue to have all rights and interests it possesses or may possess from time to time with respect to or covering such 2021-A Vehicle and any contract or agreement for the sale or other disposition of such 2021-A Vehicle, the proceeds thereof (including pursuant to any Insurance Policy) with respect to or covering such 2021-A Vehicle and any contract or agreement for the sale or other disposition of such Vehicle until the actual net proceeds of such sale or other disposition have been deposited into the 2021-A Exchange Note Collection Account.  Notwithstanding the foregoing, nothing herein shall otherwise constitute a release of any rights under the 2021-A Basic Documents to receive an amount equal to the proceeds of such sale or other disposition.

(d)          Upon repayment in full of the 2021-A Exchange Note and all Issuer Obligations or following release of the Trust Estate pursuant to Section 8.05(b) of the Indenture, the 2021-A Reference Pool will be deemed to be terminated and the 2021-A Leases and 2021-A Vehicles included in the 2021-A Reference Pool will be reallocated to the Revolving Facility Pool.

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ARTICLE FOUR

EXCHANGE NOTE DEFAULTS AND REMEDIES

Section 4.01.  2021-A Exchange Note Defaults.  Notwithstanding Section 6.04 of the Basic Collateral Agency Agreement, only the following events or occurrences with respect to the 2021-A Exchange Note will constitute Exchange Note Defaults with respect to the 2021-A Exchange Note:

(a)          Failure to Pay Interest.  The Borrower fails to pay or cause to be paid any part of the 2021-A Exchange Note Interest Distributable Amount, as specified in the Exchange Note Supplement, when due and such failure continues for five Business Days after the due date;

(b)          Failure to Pay Principal.  The Borrower fails to pay or cause to be paid any principal of such Exchange Note on the 2021-A Exchange Note Final Scheduled Payment Date and, if such failure is due to an administrative omission, mistake or technical difficulty, that failure continues for five Business Days after the date when such principal became due;

(c)          Breach of Covenant.  There is a default in the observance or performance of any covenant or agreement of the Borrower made in the Basic Collateral Agency Agreement or this 2021-A Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by another Exchange Note Default with respect to the 2021-A Exchange Note), the 2021-A Exchange Noteholders are materially and adversely affected by such default and such default is not cured on or before the 60^th day after the Borrower has received a notice that states that it is a “Notice of Exchange Note Default” and specifies the default; and

(d)          Breach of Representation or Warranty.  Any representation or warranty of the Borrower made in the Basic Collateral Agency Agreement, this 2021-A Exchange Note Supplement or in any certificate or other document delivered in connection with the Basic Collateral Agency Agreement or this 2021-A Exchange Note Supplement proves to have been incorrect as of the time made, the 2021-A Exchange Noteholders are materially and adversely affected by such incorrectness and such incorrectness is not cured on or before the 60^th day after the Borrower has received a notice from the 2021-A Exchange Noteholders that states that it is a “Notice of Exchange Note Default” and specifies the default.

Section 4.02.  Exchange Note Remedies.

(a)          If a Facility Default or an Exchange Note Default has occurred, the 2021-A Exchange Noteholder may take the actions set forth in Sections 6.04(c) or 6.05(a) of the Basic Collateral Agency Agreement; provided, that the Indenture Trustee, as the 2021-A Exchange Noteholder, will act at the direction of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount.

(b)          The proceeds of any liquidation or sale of the 2021-A Collateral pursuant to Section 6.05(a)(ii)(C) of the Basic Collateral Agency Agreement, to the extent received by the Indenture Trustee and upon receipt of instructions from the Administrator indicating the amounts to be applied by the Indenture Trustee, will be applied in accordance with Section 5.04(b) of the Indenture.

(c)          All amounts payable to the 2021-A Exchange Noteholder pursuant to this Section will be deposited by the Indenture Trustee into the 2021-A Exchange Note Collection Account.

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ARTICLE FIVE

APPLICATION OF COLLECTIONS ON THE 2021-A REFERENCE POOL

Section 5.01.  Application of 2021-A Reference Pool Collections Prior to Facility Default and Exchange Note Default.  On each Payment Date, the Servicer will, with respect to the 2021-A Reference Pool (based on the information contained in the related Monthly Exchange Note Report delivered pursuant to Section 6.01(a) of the 2021-A Servicing Supplement), allocate 2021-A Available Funds on deposit in the 2021-A Exchange Note Collection Account for such Payment Date in accordance with the following order of priority:

(a)          to the Servicer, the 2021-A Reference Pool Servicing Fee and an amount equal to any Nonrecoverable Advances;

(b)         to the 2021-A Exchange Noteholder, the 2021-A Exchange Note Interest Distributable Amount;

(c)          to the 2021-A Exchange Noteholder, the 2021-A Exchange Note Principal Distributable Amount, as a payment of principal of the 2021-A Exchange Note until the 2021-A Exchange Note Balance has been reduced to zero;

(d)         to the 2021-A Exchange Noteholder, the amount, if any, by which the sum of the amounts payable pursuant to Sections 8.03(a)(i) through (vii) of the Indenture (or, if applicable, pursuant to Sections 5.04(b)(i) through (v) of the Indenture) exceeds the sum of the amounts received by the 2021-A Exchange Noteholder pursuant to clauses (b) and (c), above;  and

(e)          to the 2021-A Exchange Noteholder, for distribution on the Certificates, all remaining 2021-A Available Funds.

Section 5.02.  Application of 2021-A Reference Pool Collections Following a Liquidation.  Notwithstanding the provisions of Section 5.01, following a sale or liquidation of any portion of the Collateral included in the 2021-A Reference Pool pursuant to Section 6.05(a)(ii)(C) of the Basic Collateral Agency Agreement, the proceeds of such sale or liquidation will be allocated in accordance with the following priorities:

(a)          to make payments to the Servicer, to the extent necessary to pay the 2021-A Reference Pool Servicing Fee and any Nonrecoverable Advances with respect to the 2021-A Leases;

(b)          to make payments to the 2021-A Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 2021-A Exchange Note and any interest on such accrued and unpaid interest at the 2021-A Exchange Note Interest Rate;

(c)          to make payments to the 2021-A Exchange Noteholder, to the extent necessary to reduce the 2021-A Exchange Note Balance to zero;

(d)          to make payments to the 2021-A Exchange Noteholder to the extent necessary, after giving effect to the distributions pursuant to sub-clauses (a), (b) and (c) above, to cover any shortfall in amounts payable under Sections 8.03(a)(i) through (vii) or Sections 5.04(b)(i) through (v) of the Indenture; and

(e)          to the 2021-A Exchange Noteholder, for distribution on the Certificates, all remaining funds.

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ARTICLE SIX

SECURITY INTEREST

Section 6.01.  Security Interest.  The Borrower hereby confirms its grant under the Basic Collateral Agency Agreement of a security interest in the Collateral to the Collateral Agent.  In addition, the Borrower hereby grants to the Collateral Agent on behalf of the Secured Parties a security interest in the Collateral.

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ARTICLE SEVEN

EXCHANGE ACT REPORTING

Section 7.01.  Further Assurances.  The Indenture Trustee and the Servicer shall reasonably cooperate with the Transferor in connection with the satisfaction of the Transferor’s reporting requirements under the Exchange Act with respect to the Issuer.  The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith.  In addition to the other information specified in this Article, if so requested by the Transferor for the purpose of satisfying its reporting obligations under the Exchange Act, the Indenture Trustee and the Servicer shall provide the Transferor with (i) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Transferor to comply with the Transferor’s reporting obligations under the Exchange Act and (ii) to the extent such Person is a party (and the Transferor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.  Each of the Servicer and the Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise, and agrees to comply with reasonable requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.

Section 7.02.  Form 10-D Filings.  So long as the Transferor is required to file Exchange Act Reports with respect to the Issuer, no later than each Determination Date, each of the Indenture Trustee and the Servicer shall notify (and the Servicer shall cause any subservicer to notify) the Transferor of any Form 10-D Disclosure Item with respect to such Person (or in the case of the Indenture Trustee, a Responsible Officer of such Person), together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Transferor.  In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this 2021-A Exchange Note Supplement and the 2021-A Servicing Agreement, if so requested by the Transferor, the Servicer shall provide such information which is available to it without unreasonable effort or expense regarding the performance or servicing of the 2021-A Leases and 2021-A Vehicles as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the statements to Securityholders pursuant to Section 6.05 of the 2021-A Servicing Supplement, commencing with the first such report due not less than five Business Days following such request.

Section 7.03.  Form 8-K Filings.  So long as the Transferor is required to file Exchange Act Reports with respect to the Issuer, each of the Indenture Trustee and the Servicer shall promptly notify the Transferor, but in no event later than two Business Days after its occurrence, of any Reportable Event of which such Person (or in the case of the Indenture Trustee, a Responsible Officer of such Person) has actual knowledge.  Each Person shall be deemed to have actual knowledge of any such event to the extent that it relates to such Person or any action or failure to act by such Person.

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Section 7.04.  Form 10-K Filings.  So long as the Transferor is required to file Exchange Act Reports, (i) if the Item 1119 Parties listed on Schedule A have changed since the 2021-A Closing Date, no later than February 1 of each year, commencing in 2022, the Transferor shall provide each of the Indenture Trustee and the Servicer with an updated Schedule A setting forth the Item 1119 Parties and (ii) no later than March 15^th of each year, commencing in 2022, the Indenture Trustee and the Servicer shall notify the Transferor of any Form 10-K Disclosure Item, together with a description of any such Form 10-K Disclosure Item, in form and substance reasonably acceptable to the Transferor.

Section 7.05.  Report on Assessment of Compliance and Attestation.  So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in 2022:

(a)          The Indenture Trustee shall deliver to the Transferor and the Servicer the Servicing Criteria Assessment.  Such report shall be signed by an Authorized Officer of the Indenture Trustee and shall at a minimum address each of the Servicing Criteria specified with respect to the Indenture Trustee in Exhibit E to the 2021-A Servicing Supplement (provided that such certification may be revised after the date of this 2021-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission).  To the extent any of the Servicing Criteria are not applicable to the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving the Indenture Trustee and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect.  The Indenture Trustee acknowledges and agrees that the Transferor and the Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely upon each such Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b).

(b)          The Indenture Trustee shall deliver to the Transferor and the Servicer a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to Section 7.05(a).  Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.  Such report must be available for general use and not contain restricted use language.

(c)          In the event the Indenture Trustee is terminated or resigns during the term of this 2021-A Exchange Note Supplement, such Person shall provide the documents and information pursuant to this 2021-A Exchange Note Supplement with respect to the period of time it was subject to this 2021-A Exchange Note Supplement or provided services with respect to the Issuer or the 2021-A Reference Pool.

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Section 7.06.  Back-up Sarbanes-Oxley Certification.

(a)          No later than March 15^th of each year, beginning in 2022, the Servicer shall provide the Performance Certification to the Certifying Person, substantially in the form of  Exhibit D to the 2021-A Servicing Supplement (in the case of the Servicer), in each case on which the Certification Parties can reasonably rely; provided, that so long as the Servicer is an Affiliate of the Transferor, the Servicer may, but is not required to deliver the Performance Certificate.

(b)          The Transferor will not request delivery of a certification under this clause unless the Transferor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Issuer.  In the event that prior to the filing date of the Form 10-K in March of each year, the Servicer has actual knowledge of information material to the Sarbanes-Oxley Certification, the Servicer shall promptly notify the Transferor.

Section 7.07.  Representations and Warranties.  As of the 2021-A Closing Date, the Indenture Trustee represents that:

(i)  there are no affiliations relating to the Indenture Trustee with respect to any Item 1119 Party;

(ii) there are no relationships or transactions with respect to any Item 1119 Party and the Indenture Trustee that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the Basic Documents, and that are material to the investors’ understanding of the Notes; and

(iii) there are no legal Proceedings pending, or known by a Responsible Officer of the Indenture Trustee to be contemplated by Governmental Authorities, against the Indenture Trustee, or of which the property of the Indenture Trustee is subject, that is material to the Noteholders.

Section 7.08.  Indemnification.

(a)          Each of the Indenture Trustee and the Servicer (if the Servicer is not MBFS USA) shall indemnify the Transferor, the Servicer with respect to its duties as Certifying Person or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

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(i)  (A) any untrue statement of a material fact contained or alleged to be contained in the Provided Information or (B) the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) shall be construed solely by reference to the related Provided Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other information; or

(ii)  with respect to the Indenture Trustee, any failure by the Indenture Trustee to deliver any Servicing Criteria Assessment when and as required under this Article and with respect to the Servicer, any failure by the Servicer to deliver any information, report, certification, accountant’s letter or other material when and as required under Sections 6.03 or 6.04 of the 2021-A Servicing Supplement or this Article, as applicable.

(b)          In the case of any failure of performance described in Section 7.08(a)(ii), each of the Indenture Trustee and the Servicer shall promptly reimburse the Transferor for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Indenture Trustee or the Servicer, as applicable.

(c)          Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for special, punitive, indirect or consequential damages of any kind whatsoever, including but not limited to lost profits, even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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ARTICLE EIGHT

MISCELLANEOUS

Section 8.01.  Amendments.

(a)          Notwithstanding the provisions of Section 9.01 of the Basic Collateral Agency Agreement, this 2021-A Exchange Note Supplement and the Basic Collateral Agency Agreement, as supplemented by this 2021-A Exchange Note Supplement, may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this 2021-A Exchange Note Supplement that are not inconsistent with the provisions of this 2021-A Exchange Note Supplement; provided, that (i) the Lender shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this 2021-A Exchange Note Supplement, other than those provided for in Section 8.01(a), requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any Class of Notes or the Required Reserve Amount for the 2021-A Reserve Account, without the consent of all Holders of Notes then Outstanding, or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this 2021-A Exchange Note Supplement without the consent of all Holders of Notes then Outstanding.

(c)          No amendment to this 2021-A Exchange Note Supplement shall reduce the 2021-A Exchange Note Interest Rate or the 2021-A Exchange Note Principal Distributable Amount or delay the Final Scheduled Payment Date of the 2021-A Exchange Note, or materially and adversely affect the interests of the 2021-A Exchange Noteholder, without the consent of the 2021-A Exchange Noteholder (which shall be the Indenture Trustee, acting at the direction of the Majority Noteholders).

(d)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(e)          Promptly upon the execution of any such amendment, (i) the Servicer will send a copy of such amendment to the Indenture Trustee and the Rating Agencies and (ii) the Indenture Trustee will notify each Holder of a Note of the substance of such amendment.

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Section 8.02.  2021-A Exchange Noteholders Entitled to Benefits of this 2021-A Exchange Note Supplement.  MBFS USA will be the initial 2021-A Exchange Noteholder.  Any subsequent 2021-A Exchange Noteholder, by accepting the 2021-A Exchange Note, will be deemed to have agreed to the terms and conditions of the Basic Collateral Agency Agreement, as supplemented by this 2021-A Exchange Note Supplement, and will be entitled to the benefits of the Basic Collateral Agency Agreement, as supplemented by this 2021-A Exchange Note Supplement, with the same effect as if such 2021-A Exchange Noteholder had been a party thereto or hereto.

Section 8.03.  Tax Characterization.  Neither the 2021-A Exchange Noteholder or any party to this 2021-A Exchange Note Supplement will elect or permit an election to be made to treat the Titling Trust or any Specified Interest as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3.

Section 8.04.  GOVERNING LAW; SUBMISSION TO JURISDICTION;  APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

(a)          THIS 2021-A EXCHANGE NOTE SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.  THE PARTIES HERETO HEREBY DECLARE THAT IT IS THEIR INTENTION THAT THIS 2021-A EXCHANGE NOTE SUPPLEMENT SHALL BE REGARDED AS MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND THAT THE LAWS OF SAID STATE SHALL BE APPLIED IN INTERPRETING ITS PROVISIONS IN ALL CASES WHERE LEGAL INTERPRETATION SHALL BE REQUIRED.  EACH OF THE PARTIES HERETO AGREES THAT THIS 2021-A EXCHANGE NOTE SUPPLEMENT INVOLVES AT LEAST $100,000.00 AND HAS BEEN ENTERED INTO BY THE PARTIES HERETO IN EXPRESS RELIANCE UPON 6 DEL. C. § 2708.

(b)          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES (A) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (B)(1) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS, AND (2) THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE OF PROCESS MAY ALSO BE MADE ON SUCH PARTY BY PREPAID CERTIFIED MAIL WITH A PROOF OF MAILING RECEIPT VALIDATED BY THE UNITED STATES POSTAL SERVICE CONSTITUTING EVIDENCE OF VALID SERVICE, AND THAT SERVICE MADE PURSUANT TO (B)(1)  OR (2) ABOVE SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.

15

(c)          EACH PARTY TO THIS 2021-A EXCHANGE NOTE SUPPLEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 2021-A BASIC DOCUMENT.

Section 8.05.  Successors and Assigns.  All covenants and agreements contained in this 2021-A Exchange Note Supplement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, whether so expressed or not.  Any request, notice, direction, consent, waiver or other instrument or action by the parties hereto shall bind their respective successors and assigns.

Section 8.06.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this 2021-A Exchange Note Supplement or the 2021-A Exchange Note is held invalid, illegal or unenforceable, then such covenants, agreements, provisions and terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this 2021-A Exchange Note Supplement and the 2021-A Exchange Note and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this 2021-A Exchange Note Supplement and the 2021-A Exchange Note.

Section 8.07.  Counterparts; Electronic Signatures.  This 2021-A Exchange Note Supplement may be executed in any number of counterparts, each of which counterparts will be an original, and all of which counterparts will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

Section 8.08.  Table of Contents and Headings.  The Table of Contents and the various headings in this 2021-A Exchange Note Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2021-A Exchange Note Supplement.

Section 8.09.  No Petition.  The Administrative Agent, the Collateral Agent and the Lender, by entering into this 2021-A Exchange Note Supplement, and the 2021-A Exchange Noteholder, by taking delivery of the 2021-A Exchange Note, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all obligations under the Basic Collateral Agency Agreement, this 2021-A Exchange Note Supplement, the Exchange Notes, the Notes and all outstanding Securities, it will not institute against, or join any Person in instituting against, the Titling Trust, the Initial Beneficiary or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the Notes, the 2021-A Exchange Note or the 2021-A Basic Documents and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 8.10.  No Recourse.  It is expressly understood and agreed by the parties that (i) this 2021-A Exchange Note Supplement is executed and delivered by BNYM, not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Titling Trust is made and intended not as personal representations, undertakings and agreements by BNYM but is made and intended for the purpose for binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYM, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall BNYM be personally liable for the payment of any indebtedness or expenses of the Titling Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust under this document or any other related documents.

16

IN WITNESS WHEREOF, the parties hereto have caused this 2021-A Exchange Note Supplement to be duly executed by their respective officers duly authorized, as of the day and year first above written.

DAIMLER TRUST
By:	BNY MELLON TRUST OF DELAWARE (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), not in its individual capacity but solely as Titling Trustee
By:	/s/ Kristine K. Gullo
	Name: Kristine K. Gullo
	Title: Vice President

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President

DAIMLER TITLE CO.,
as Collateral Agent
By:	/s/ Melissa Rosal
	Name: Melissa Rosal
	Title: President

2021-A Exchange Note Supplement

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

U.S. BANK TRUST  NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

2021-A Exchange Note Supplement

EXHIBIT A

FORM OF 2021-A EXCHANGE NOTE

THIS 2021-A EXCHANGE NOTE MAY BE TRANSFERRED PRIOR TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, ONLY IN WHOLE AND NOT IN PART AND SUBSEQUENT TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, EITHER IN WHOLE OR IN PART.  ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID FROM THE BEGINNING AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE LENDER, THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY INTERMEDIARY.

A HOLDER OF THIS 2021-A EXCHANGE NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN”, AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) 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 MODIFIED BY SECTION 3(42) OF ERISA) OR (D) A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

THE PURCHASER UNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER OF THIS 2021-A EXCHANGE NOTE OR ANY INTEREST HEREIN IN CONTRAVENTION OF ANY OF THE RESTRICTIONS AND CONDITIONS CONTAINED IN SECTION 4.03 OF THE BASIC COLLATERAL AGENCY AGREEMENT SHALL BE VOID AND OF NO EFFECT.

THE PRINCIPAL OF THIS 2021-A EXCHANGE NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS 2021-A EXCHANGE NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Registered $ No.

A-1

2021-A EXCHANGE NOTE

DAIMLER TRUST, as Borrower (the “Borrower”), for value received, hereby promises to pay to MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as 2021-A Exchange Noteholder (the “2021-A Exchange Noteholder”), for its benefit and the benefit of the other Transferees from time to time acquiring interests herein pursuant to the 2021-A Exchange Note Supplement, dated as of January 1, 2021 (the “Exchange Note Supplement”), among the Borrower, Mercedes-Benz Financial Services USA LLC, as Lender (in such capacity, the “Lender”) and Servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as Administrative Agent (the “Administrative Agent”), Daimler Title Co., as Collateral Agent (the “Collateral Agent”), and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent, and other transferees or registered assigns, the principal sum of _________________________________________ DOLLARS AND __________ CENTS ($__________) payable on each Payment Date in an amount described in Sections 5.01 and 5.02 of the Exchange Note Supplement; provided, however, that (i) the entire unpaid principal amount of this Note will be due and payable on the _________, 20__ Payment Date (the “2021-A Exchange Note Final Scheduled Payment Date”) and (ii) the 2021-A Exchange Note may be redeemed earlier than the 2021-A Exchange Note Final Scheduled Payment Date pursuant to Section 5.01 of the 2021-A Servicing Supplement, dated as of January 1, 2021 (the “2021-A Servicing Supplement”), among the Lender, the Servicer, the Borrower and Daimler Title Co., as Collateral Agent.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.  Appendix 1 also contains rules as to usage applicable to this 2021-A Exchange Note.

The Borrower will pay interest on this 2021-A Exchange Note in an amount equal to the 2021-A Exchange Note Interest Distributable Amount and principal on this 2021-A Exchange Note in an amount equal to the 2021-A Exchange Note Principal Distributable Amount, in each case until the principal of this 2021-A Exchange Note is paid or made available for payment.  Such principal of and interest on this 2021-A Exchange Note will be paid in the manner specified on the reverse hereof.

The principal of and interest on this 2021-A Exchange Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.  All payments made by the Borrower with respect to this 2021-A Exchange Note will be applied to interest on and principal of this 2021-A Exchange Note in the manner set forth in the Exchange Note Supplement.

This 2021-A Exchange Note is a security governed by Article 8 of the Uniform Commercial Code.

Reference is made to the further provisions of this 2021-A Exchange Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this 2021-A Exchange Note.

A-2

Unless the certificate of authentication hereon has been executed by the Administrative Agent whose name appears below by manual or facsimile signature, this 2021-A Exchange Note will not be entitled to any benefit under the Basic Collateral Agency Agreement or the Exchange Note Supplement referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-3

IN WITNESS WHEREOF, the Borrower has caused this 2021-A Exchange Note to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:   January __, 2021 DAIMLER TRUST

By:	BNY MELLON TRUST OF DELAWARE
	(f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), not in its individual capacity but solely as Titling Trustee
By:
	Name:
	Title:

ADMINISTRATIVE AGENT’S CERTIFICATE OF AUTHENTICATION

This is the 2021-A Exchange Note designated above and referred to in the within-mentioned Basic Collateral Agency Agreement and Exchange Note Supplement.

Date:   January __, 2021 U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Administrative Agent

By:
	Authorized Officer

A-4

REVERSE OF 2021-A EXCHANGE NOTE

This 2021-A Exchange Note is one of the duly authorized issue of Exchange Notes which may be issued under the Basic Collateral Agency Agreement, to which Basic Collateral Agency Agreement and all Exchange Note Supplements that are supplemental thereto reference is made for a statement of the respective rights and obligations thereunder of the Borrower, the Lender, the Servicer, the Administrative Agent, the Collateral Agent and the Exchange Noteholders.  The 2021-A Exchange Note is subject to all terms of the Basic Collateral Agency Agreement and the Exchange Note Supplement.  In the event of a conflict between the terms of this 2021-A Exchange Note, the Basic Collateral Agency Agreement and the Exchange Note Supplement, the terms of the Exchange Note Supplement will prevail.  The 2021-A Exchange Noteholder, by accepting this 2021-A Exchange Note, will be deemed to have agreed to the terms and conditions of the Basic Collateral Agency Agreement and the Exchange Note Supplement with the same effect as if such 2021-A Exchange Noteholder had been a party to the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

Interest on and principal of the 2021-A Exchange Note will be payable in accordance with the priority of payments set forth in Sections 5.01 and 5.02 of the Exchange Note Supplement.  Principal of the 2021-A Exchange Note will be payable on each Payment Date in an amount equal to the 2021-A Exchange Note Principal Distributable Amount for such Payment Date.  “Payment Date” means the 15^th day of each calendar month or, if any such day is not a Business Day, the next Business Day, commencing February 16, 2021.

As described on the face hereof, the entire unpaid principal amount of this 2021-A Exchange Note will be due and payable on the 2021-A Exchange Note Final Scheduled Payment Date.  Notwithstanding the foregoing, the entire unpaid principal amount of this 2021-A Exchange Note will be due and payable on the date on which an Exchange Note Default with respect to the 2021-A Exchange Note has occurred and is continuing and the 2021-A Exchange Noteholder has declared the 2021-A Exchange Note to be immediately due and payable in the manner provided in the Basic Collateral Agency Agreement.

Payments of interest on this 2021-A Exchange Note on each Payment Date, together with the installment of principal to the extent not in full payment of this 2021-A Exchange Note, will be made to the account of the 2021-A Exchange Noteholder either by wire transfer in immediately available funds, to the account of such 2021-A Exchange Noteholder or an account designated by the 2021-A Exchange Noteholder at a bank or other entity having appropriate facilities therefor if such 2021-A Exchange Noteholder has provided to the Exchange Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date or, if not, by check mailed first-class mail postage prepaid to the 2021-A Exchange Noteholder’s address as it appears on the Exchange Note Register prior to such Payment Date, except that the final installment of principal payable on this 2021-A Exchange Note on a Payment Date or the 2021-A Exchange Note Final Scheduled Payment Date will be payable only upon the presentation and surrender of this 2021-A Exchange Note in the manner set forth in Section 4.05 of the Basic Collateral Agency Agreement.  Such payments will be made without requiring that this 2021-A Exchange Note be submitted for notation of payment.  Any reduction in the principal amount of this 2021-A Exchange Note effected by any payments made on any Payment Date will be binding upon all future 2021-A Exchange Noteholders of this 2021-A Exchange Note and of any 2021-A Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as provided in the Exchange Note Supplement and the Basic Collateral Agency Agreement, for payment in full of the then remaining unpaid principal amount of this 2021-A Exchange Note on a Payment Date, then the Administrative Agent will notify the 2021-A Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on the 2021-A Exchange Note will be paid not later than 15 days prior to such date.  Such notice will specify that such final installment will be payable only upon presentation and surrender of the 2021-A Exchange Note and will specify the place where the 2021-A Exchange Note may be presented and surrendered for payment of such installment.

A-5

As provided in the 2021-A Servicing Supplement, the 2021-A Exchange Note may be purchased by the Servicer, in whole but not in part, in the manner and to the extent described in Section 5.01 of the 2021-A Servicing Supplement.

The transfer of this 2021-A Exchange Note is subject to the restrictions on transfer specified on the face hereof and to the other limitations set forth in the Basic Collateral Agency Agreement and the Exchange Note Supplement.  Subject to the satisfaction of such restrictions and limitations, the transfer of this 2021-A Exchange Note may be registered on the Exchange Note Register upon surrender of this 2021-A Exchange Note for registration of transfer at the office or agency designated by the Borrower pursuant to the Basic Collateral Agency Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed by, the 2021-A Exchange Noteholder hereof or the 2021-A Exchange Noteholder’s attorney duly authorized in writing, and thereupon a new 2021-A Exchange Note in the same aggregate principal amount will be issued to the designated transferee.  No service charge will be charged for any registration of transfer or exchange of this 2021-A Exchange Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

The 2021-A Exchange Noteholder, by accepting this 2021-A Exchange Note, acknowledges and agrees that (i) if an Insolvency Event occurs with respect to the Borrower, any claim that the 2021-A Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the 2021-A Reference Pool, (ii) if, notwithstanding clause (i) above, the 2021-A Exchange Noteholder is deemed to have any claim against the assets of the Borrower other than the assets included in the 2021-A Reference Pool, whether by operation of law, legal process, pursuant to Insolvency Laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and to the holders of (a) all other Exchange Notes and (b) in the case of assets allocated to a Specified Interest other than the Daimler Retail Specified Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrower and all related hedging arrangements and (iii) the 2021-A Exchange Noteholder irrevocably makes the election afforded to secured creditors by Section 1111(b)(I)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such holder or party, as the case may be, may have against the Titling Trust or against any Series other than the Series in connection with which this 2021-A Exchange Note is issued.

A-6

THE RECITATION SET FORTH IN THE PRECEDING PARAGRAPH WILL BE DEEMED TO CONSTITUTE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

In addition, the 2021-A Exchange Noteholder, by accepting this 2021-A Exchange Note, (i) consents to the Administrative Agent’s delegation under the Administration Agreement to the Collateral Agent Administrator of certain of the duties that the Administrative Agent is required to perform on behalf of the Collateral Agent pursuant to the Basic Collateral Agency Agreement and (ii) agrees that, in the event that any 2021-A Vehicle is sold or otherwise disposed of by the Servicer pursuant to the 2021-A Servicing Agreement, it will be deemed automatically to release, and immediately prior to such sale or other disposition, does hereby agree to release at such time, any and all Liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under such 2021-A Vehicle, the proceeds thereof (including pursuant to any Insurance Policy) with respect to or covering such 2021-A Vehicle and any contract or agreement for the sale or other disposition of such 2021-A Vehicle.  Notwithstanding the foregoing, nothing herein shall constitute a release of any rights under the 2021-A Basic Documents to receive an amount equal to the proceeds of such sale or other disposition.

The 2021-A Exchange Noteholder, by accepting this 2021-A Exchange Note, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Secured Obligations under the Basic Collateral Agency Agreement, the Exchange Note Supplement, the Exchange Notes, the outstanding Certificates and the outstanding Securities, it will not institute against the Titling Trust, the Initial Beneficiary or the Transferor, or join in any institution against the Titling Trust, the Initial Beneficiary or the Transferor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, the Basic Collateral Agency Agreement, the Exchange Note Supplement or any of the other 2021-A Basic Documents and agrees that it will not cooperate with or encourage others to institute any such Proceedings.

The Borrower has entered into the Exchange Note Supplement and this 2021-A Exchange Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax purposes, this 2021-A Exchange Note will represent ownership of the 2021-A Reference Pool.  The 2021-A Exchange Noteholder, by its acceptance of this 2021-A Exchange Note, will be deemed to agree to treat this 2021-A Exchange Note for U.S. federal, State and local income, single business and franchise tax purposes in accordance with such treatment unless otherwise required by law.

Prior to the due presentment for registration of transfer of this 2021-A Exchange Note, the Borrower and the Administrative Agent and any agent of the Borrower or the Administrative Agent may treat the Person in whose name this 2021-A Exchange Note (as of the day of determination or as of such other date as may be specified in the Exchange Note Supplement) is registered as the owner hereof for all purposes, whether or not this 2021-A Exchange Note is overdue, and none of the Borrower, the Administrative Agent or any such agent will be affected by notice to the contrary.

A-7

The Basic Collateral Agency Agreement permits the amendment thereof (in any manner and for any purpose) by the parties thereto so long as each Exchange Noteholder of an Outstanding Exchange Note has consented to such amendment.  The Basic Collateral Agency Agreement also permits the amendment thereof to amend or waive certain terms and conditions set forth therein without the consent of the Exchange Noteholders provided that certain conditions are satisfied.  Any such consent by the 2021-A Exchange Noteholder will be conclusive and binding upon the 2021-A Exchange Noteholder and upon all future holders of this 2021-A Exchange Note and of any 2021-A Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this 2021-A Exchange Note.

THIS 2021-A EXCHANGE NOTE, THE BASIC COLLATERAL AGENCY AGREEMENT AND THE EXCHANGE NOTE SUPPLEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

No reference herein to the Basic Collateral Agency Agreement or the Exchange Note Supplement, and no provision of this 2021-A Exchange Note or of the Basic Collateral Agency Agreement, will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 2021-A Exchange Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the 2021-A Basic Documents, none of U.S. Bank Trust National Association in its individual capacity, or Daimler Title Co., in its individual capacity, or any of their respective affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns, will be personally liable for, nor will recourse be had to any of them for, the payment of principal of or interest on this 2021-A Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Basic Collateral Agency Agreement or the Exchange Note Supplement.  The 2021-A Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the 2021-A Basic Documents, in the case of an Exchange Note Default under the Basic Collateral Agency Agreement or the Exchange Note Supplement, the 2021-A Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided,  however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Basic Collateral Agency Agreement, the Exchange Note Supplement or in this 2021-A Exchange Note.

A-8

ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto

(name and address of assignee)

the within 2021-A Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said 2021-A Exchange Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:

A-9

EXHIBIT B

SCHEDULE OF 2021-A REFERENCE POOL ASSETS

(On file with the Collateral Agent)

B-1

SCHEDULE A

ITEM 1119 PARTIES

Transferor

Seller

Servicer

Indenture Trustee

Owner Trustee

Collateral Agent

Titling Trust
Asset Representations Reviewer

SA-1

SCHEDULE B

DISCLOSURE ITEMS

 
Part II - Form 10-D Disclosure Items

FORM 10-D DISCLOSURE ITEMS

Item on Form 10-D	Responsible Party
Item 1: Distribution and Pool Performance Information
Information included in the Monthly Investor Report	Servicer Administrator
Any information required by Item 1121(a) and (b) which is NOT included on the Monthly Investor Report	Depositor
Item 1A. Asset-Level Information.
Information required by Item 1111 and Item 1125; Schedule AL – Asset-level information.	Servicer
Item 1B. Asset Representations Reviewer and Investor Communication.
Item 1121(d) – Asset Review	Servicer
Item 1121(e) – Investor Communication	Indenture Trustee Servicer
Item 2: Legal Proceedings •      Any legal Proceeding pending against the following entities or their respective property, that is material to Noteholders, including any Proceeding known to be contemplated by governmental authorities:
•      Issuing Entity (Trust Fund)	Depositor
•      Sponsor	Sponsor or Depositor
•      Depositor	Depositor
•      Indenture Trustee	Indenture Trustee
•      Administrator	Administrator
•      Servicer	Servicer
•      Owner Trustee	Owner Trustee
•      Titling Trust	Depositor
•      Any 1108(a)(2) Servicer (other than the Servicer or Administrator)	Depositor
•      Any other party contemplated by 1100(d)(1)	Depositor

SB-1

FORM 10-D DISCLOSURE ITEMS

Item on Form 10-D	Responsible Party
Item 3: Sale of Securities and Use of Proceeds Information from Item 2(a) of Part II of Form 10-Q With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K.  Pricing information can be omitted if securities were not registered.	Depositor
Item 4: Defaults Upon Senior Securities Information from Item 3 of Part II of Form 10-Q Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)	Administrator
Item 5: Submission of Matters to a Vote of Security Holders Information from Item 4 of Part II of Form 10-Q	Administrator Indenture Trustee
Item 6: Significant Obligors of Pool Assets	Depositor
Item 7. Change in Sponsor Interest in the Securities.
Item 1124 – Sponsor Interest in the Securities, with respect to the reporting period covered by this report	Sponsor Servicer
Item 8: Significant Enhancement Provider Information	N/A
Item 9: Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported	Any party responsible for the applicable Form 8-K Disclosure item
Item 10: Exhibits
Monthly Statement to Noteholders	Administrator
Exhibits required by Item 601 of Regulation S-K, such as material agreements	Depositor

SB-2

Part III - Form 10-K Disclosure Items

FORM 10-K DISCLOSURE ITEMS

Item on Form 10-K	Responsible Party
Item 1B: Unresolved Staff Comments	Depositor
Item 9B: Other Information	Any party responsible for disclosure items on Form 8-K
Item 15: Exhibits, Financial Statement Schedules	Depositor
Additional Item: Disclosure per Item 1117 of Reg AB	(i) All parties to the Sale and Servicing Agreement (as to themselves), (ii) the Depositor as to the issuing entity, (iii) the Depositor as to the sponsor, any 1106(b) originator, any 1100(d)(1) party
Additional Item: Disclosure per Item 1119 of Reg AB	(i) All parties to the Sale and Servicing Agreement (as to themselves), (ii) the Depositor as to the sponsor, originator, significant obligor, enhancement or support provider
Additional Item: Disclosure per Item 1112(b) of Reg AB	Depositor/ Servicer
Additional Item: Disclosure per Items 1114(b) and 1115(b) of Reg AB	Depositor

SB-3

Part IV - Form 8-K Disclosure (Reportable Events)

FORM 8-K DISCLOSURE (REPORTABLE EVENTS)

Item on Form 8-K	Responsible Party
Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus.	All parties as to themselves
Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement.	All parties as to themselves
Item 1.03- Bankruptcy or Receivership Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following:	Depositor
•      Sponsor (Seller)	Depositor/Sponsor (Seller)
•      Depositor	Depositor
•      Servicer	Servicer
•      Affiliated Servicer	Servicer
•      Other Servicer servicing 20% or more of the pool assets at the time of the report	Servicer
•      Other material servicers	Servicer
•      Indenture Trustee	Indenture Trustee
•      Administrator	Administrator
•      Significant Obligor	Depositor
•      Credit Enhancer (10% or more)	Depositor
•      Derivative Counterparty	Depositor
•      Owner Trustee	Owner Trustee
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	Depositor Servicer Administrator

SB-4

FORM 8-K DISCLOSURE (REPORTABLE EVENTS)
Item on Form 8-K	Responsible Party

Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	Administrator Indenture Trustee Depositor
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”.	Depositor
Item 6.01- ABS Informational and Computational Material	Depositor
Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee.	A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/
Reg AB disclosure about any new servicer or Servicer is also required.	Servicer/Depositor
Reg AB disclosure about any new Indenture Trustee is also required.	New Indenture Trustee
Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided.  Applies to external credit enhancements as well as derivatives.	N/A
Reg AB disclosure about any new enhancement provider is also required.	Depositor
Item 6.04- Failure to Make a Required Distribution	Servicer Indenture Trustee
Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.	Depositor
If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	Depositor
Item 7.01- Reg FD Disclosure	Depositor

SB-5

FORM 8-K DISCLOSURE (REPORTABLE EVENTS)
Item on Form 8-K	Responsible Party
Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	Depositor
Item 9.01- Financial Statements and Exhibits	Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit

SB-6

SCHEDULE C

ARTICLE NINE SECURITY INTEREST REPRESENTATIONS AND WARRANTIES

1. The Basic Collateral Agency Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral (other than the Collateral Vehicles (the “Nonvehicle Collateral”) in favor of the Collateral Agent, which security interest is prior to all other Liens (other than Permitted Liens) of any Person (other than the Collateral Agent and other than as permitted by the Basic Collateral Agency Agreement and the other Basic Documents) and is enforceable as such as against creditors of and purchasers from the Borrower.

2. The Nonvehicle Collateral constitutes “tangible chattel paper”,  “electronic chattel paper”, “accounts,” “instruments” or “general intangibles,” within the meaning of the applicable UCC.

3. With respect to the Nonvehicle Collateral that constitutes tangible chattel paper or electronic chattel paper, the Borrower has taken all steps necessary to perfect its security interest against the obligor in the property securing the lease.

4. The Borrower owns and has good and marketable title to the Collateral constituting the Reference Pool with respect to such Exchange Note free and clear of any Lien, claim or encumbrance of any Person.

5. The Borrower has received all consents and approvals to the sale of the Nonvehicle Collateral hereunder to the Collateral Agent required by the terms of the Nonvehicle Collateral that constitute instruments or payment intangibles.

6. The Borrower has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Nonvehicle Collateral granted to the Collateral Agent hereunder (to the extent that a security interest can be perfected by such filing).

7. The Borrower has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Nonvehicle Collateral. The instruments or tangible chattel paper that constitute or evidence the Nonvehicle Collateral do not have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any Person other than the Collateral Agent. All financing statements filed or to be filed against the Borrower in favor of the Collateral Agent in connection herewith describing the Collateral contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

8. With respect to Nonvehicle Collateral that constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Collateral Agent or to a custodian acting on behalf of the Collateral Agent.

SC-1

9. Other than the security interest granted to the Collateral Agent pursuant to the Basic Collateral Agency Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, including Collateral included in a Reference Pool with  respect to an Exchange Note. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of the collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder, any financing statement that has been terminated or any financing statement relating to any “back-up security interest” filed in connection with an Exchange Note. The Borrower is not aware of any judgment or tax lien filings against the Borrower.

10. For a Lease that is electronic chattel paper, the Borrower has not communicated an authoritative copy of the Lease that constitutes or evidences the Collateral to any Person other than the Collateral Agent.

11. Notwithstanding any other provision of the Basic Collateral Agency Agreement or any other Basic Document or related transaction document, the perfection representations, warranties and covenants contained in this Schedule shall be continuing, and remain in full force and effect until such time as all obligations under the Basic Documents and any other related transaction document with respect to the related Exchange Note and the related asset-backed notes have been finally and fully paid and performed.

SC-2

EX-10.1

Exhibit 10.1

MERCEDES-BENZ FINANCIAL SERVICES USA LLC,

as Seller,

and

DAIMLER TRUST LEASING LLC,

as Purchaser

FIRST-TIER SALE AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

		Page
ARTICLE ONE
USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Capitalized Terms; Rules of Usage	1
ARTICLE TWO
SALE OF THE FIRST-TIER ASSETS
Section 2.01.	Sale of the First-Tier Assets	3
Section 2.02.	Closing; Further Assignments	3
Section 2.03.	Intent; Savings Clause	3
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01.	Representations and Warranties of the Purchaser	4
Section 3.02.	Representations and Warranties of the Seller	5
Section 3.03.	Survival of Representations and Warranties	7
ARTICLE FOUR
CONDITIONS
Section 4.01.	Conditions to Obligation of the Purchaser	8
Section 4.02.	Conditions to Obligation of the Seller	8
Section 4.03.	Deemed Satisfaction of Conditions	8
ARTICLE FIVE
COVENANTS OF THE SELLER
Section 5.01.	Protection of Right, Title and Interest to the First-Tier Assets	9
Section 5.02.	Other Liens or Interests	10
Section 5.03.	Indemnification	10
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01.	Obligations of the Seller	12
Section 6.02.	Amendment	12

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		Page
Section 6.03.	Waivers	12
Section 6.04.	Costs and Expenses	13
Section 6.05.	Notices	13
Section 6.06.	Severability	13
Section 6.07.	Counterparts; Electronic Signatures	13
Section 6.08.	Successors and Assigns	14
Section 6.09.	No Petition	14
Section 6.10.	Table of Contents and Headings	14
Section 6.11.	GOVERNING LAW; SUBMISSION TO JURISDICTION	14
Section 6.12.	WAIVER OF JURY TRIAL	15
Section 6.13.	Limited Recourse	15
Section 6.14.	Each Exchange Note Separate; Assignees of Exchange Note	15
EXHIBITS
Exhibit A –	Perfection Representations, Warranties and Covenants	A-1

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This FIRST-TIER SALE AGREEMENT, dated as of January 1, 2021 (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”), andDAIMLER TRUST LEASING LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

RECITALS

WHEREAS, pursuant to the Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among MBFS USA, as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary, and BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), Daimler Trust, a Delaware statutory trust (the “Titling Trust”), was created to hold title to leases, vehicles and certain related assets (the “Titling Trust Assets”);

WHEREAS, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), the Titling Trust, Daimler Title Co., as collateral agent (the “Collateral Agent”), and U.S. Bank Trust National Association, as administrative agent, have entered into an Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), pursuant to which the Lender will make advances to the Titling Trust from time to time that the Titling Trust will use to acquire Titling Trust Assets;

WHEREAS, the parties to the Basic Collateral Agency Agreement have entered into the 2021-A Exchange Note Supplement, dated as of January 1, 2021 (the “2021-A Exchange Note Supplement”), pursuant to which an exchange note, having an aggregate initial outstanding principal balance of $1,415,404,747.17, bearing a fixed interest rate of 0.33% per annum and a stated maturity date of October 15, 2026 (the “2021-A Exchange Note”) was issued and delivered to the Lender;

WHEREAS, pursuant to the 2021-A Exchange Note Supplement, the Seller and the Titling Trust have also specified certain leases and vehicles to be allocated to a reference pool with respect to the 2021-A Exchange Note; and

WHEREAS, the parties hereto wish to enter into this Agreement pursuant to which the Seller will sell, transfer and assign the 2021-A Exchange Note and certain related property and rights to the Purchaser.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

“2021-A Servicing Supplement” means the 2021-A Servicing Supplement, dated as of January 1, 2021, to the Basic Servicing Agreement, among MBFS USA, as servicer and lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Basic Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 1, 2009, among MBFS USA, as lender and as servicer, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

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ARTICLE TWO

SALE OF THE FIRST-TIER ASSETS

Section 2.01.  Sale of the First-Tier Assets.

(a)          Effective as of the 2021-A Closing Date, the Seller sells, transfers, assigns and otherwise conveys to the Purchaser, without recourse, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the 2021-A Exchange Note and all of the Seller’s rights under the 2021-A Basic Documents, including all monies paid thereon and all monies due thereon after the 2021-A Cutoff Date (collectively, the “First-Tier Assets”).

(b)         The Purchaser accepts the sales, transfers, assignments and conveyances made pursuant to Section 2.01(a) and pays to the Seller, as payment for the 2021-A Exchange Note, the “Exchange Note Purchase Price” which is equal to the net proceeds of the sale of the 2021-A ABS Notes.  The First-Tier Assets will become the property and rights of the Purchaser.

Section 2.02.  Closing; Further Assignments.

(a)          The sale, transfer, assignment and conveyance of the First-Tier Assets will take place on the 2021-A Closing Date.

(b)          The Seller acknowledges that, pursuant to the (i) Second-Tier Sale Agreement, the Purchaser will sell, transfer, assign and convey the First-Tier Assets to the Issuer and assign its rights under this Agreement to the Issuer and (ii) the Indenture, the Issuer will assign and pledge the First-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 2021-A Secured Parties.  The Seller consents to such sale, transfer, assignments, pledge and conveyance.

(c)          The sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee payment on the First-Tier Assets or collection of any Collateral Asset included in the 2021-A Reference Pool.

Section 2.03.  Intent; Savings Clause.  It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the First-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2021-A Cutoff Date, conveying good title to the First-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the First-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller.  If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the First-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 2021-A Exchange Note, and in such event, this Agreement will constitute a security agreement under Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.

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ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Purchaser.  The Purchaser represents and warrants to the Seller as of the 2021-A Closing Date:

(a)          Organization and Good Standing; Qualification.  The Purchaser has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b)          Due Qualification.  The Purchaser is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement.

(c)          Power and Authority; Authorization; Execution and Delivery; Binding Obligation.  The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(d)          No Violation.  The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its limited liability company agreement, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Purchaser is a party or by which the Purchaser is bound, (ii) result in the creation or imposition of any Lien upon any of the Purchaser’s properties pursuant to the terms of any such agreement or instrument (other than Permitted Liens or Liens contemplated by the 2021-A Basic Documents), (iii) violate the certificate of formation of the Purchaser or the limited liability company agreement of the Purchaser or (iv) violate or contravene any law or, to the Purchaser’s knowledge, any order, rule or regulation applicable to the Purchaser of any Governmental Authority having jurisdiction over the Purchaser or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement.

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(e)          No Proceedings.  There are no proceedings pending, or, to the Purchaser’s knowledge, threatened, and to the Purchaser’s knowledge there are no investigations pending or threatened, against or affecting the Purchaser or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of the 2021-A Exchange Note, the 2021-A ABS Notes or this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement.

(f)          No Material Default.  The Purchaser is not in material default under any agreement, contract, instrument, or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.

(g)          No Consent.  No consent, approval, authorization, or order of any Governmental Authority is required under federal or state law for the execution, delivery, and performance by the Purchaser, or compliance by it with this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

Section 3.02.  Representations and Warranties of the Seller.  The Seller represents and warrants to the Purchaser as of the 2021-A Closing Date:

(a)          Organization and Good Standing; Qualification.  The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b)          Due Qualification.  The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(c)          Power and Authority; Authorization; Execution and Delivery; Binding Obligation.  The Seller has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

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(d)          No Violation.  The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its limited liability company agreement, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Seller is a party or by which the Seller is bound, (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such agreement or instrument (other than Permitted Liens or Liens contemplated by the 2021-A Basic Documents to which the Seller is a party), (iii) violate the certificate of formation of the Seller or the limited liability company agreement of the Seller or (iv) violate or contravene any law or, to the Seller’s knowledge, any order rule or regulation applicable to the Seller of any Governmental Authority having jurisdiction over the Seller or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(e)          No Proceedings.  There are no proceedings pending, or, to the Seller’s knowledge, threatened, and to the Seller’s knowledge there are no investigations pending or threatened, against or affecting the Seller or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of the 2021-A Exchange Note, the 2021-A ABS Notes or this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

(f)          Ownership and Transfer of 2021-A Exchange Note. Immediately preceding its sale of the 2021-A Exchange Note to the Purchaser, the Seller was the owner of the 2021-A Exchange Note, free and clear of any claims, and after such sale of the 2021-A Exchange Note to the Purchaser, the Purchaser shall be entitled to all of the rights and benefits of a holder of the 2021-A Exchange Note under the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

(g)          No Material Default.  The Seller is not in material default under any agreement, contract, instrument, or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.

(h)          No Consent.  No consent, approval, authorization, or order of any court or governmental agency or body is required under federal or State law for the execution, delivery, and performance by the Seller, or compliance by it with this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

(i)          Ability to Perform.  The Seller does not have any reason or cause to believe that it cannot perform each and every covenant of such party contained in this Agreement.

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(j)          Solvency; Fair Value.  Both before and after giving effect to the sale, transfer, assignment and conveyance of the First-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2021-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller or any affiliate thereof.  The Seller is receiving from the Purchaser reasonably equivalent value in exchange for the transfer of 2021-A Exchange Note.

(k)          Perfection Representations.  The Seller makes the representations and warranties set forth on Exhibit A.

Section 3.03.  Survival of Representations and Warranties.  The representations and warranties set forth in this Article shall survive the closing under Section 2.02, the sale of the First-Tier Assets by the Purchaser to the Issuer pursuant to the Second-Tier Sale Agreement, and the pledge of the First-Tier Assets by the Issuer to the Indenture Trustee.  Upon discovery by the Seller, the Purchaser or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

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ARTICLE FOUR

CONDITIONS

Section 4.01.  Conditions to Obligation of the Purchaser.  The obligation of the Purchaser to accept the First-Tier Assets as set forth in Section 2.01 is subject to the satisfaction of the following conditions:

(a)          Representations and Warranties True.  The representations and warranties of the Seller contained in Section 3.02 and in the other 2021-A Basic Documents will be true and correct on the 2021-A Closing Date, and the Seller will have performed on or prior to the 2021-A Closing Date all obligations to be performed by the Seller under this Agreement on or prior to the 2021-A Closing Date.

(b)          Delivery of 2021-A Exchange Note.  The Seller has delivered to the Purchaser the 2021-A Exchange Note, registered in the name of “Daimler Trust Leasing LLC” or its assignee or endorsed in blank by an effective endorsement.

(c)          Documents to be Delivered by the Seller.  On the 2021-A Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

(d)          Other Transactions.  The transactions contemplated by the 2021-A Basic Documents will be consummated on or prior to the 2021-A Closing Date.

Section 4.02.  Conditions to Obligation of the Seller.  The obligation of the Seller to sell the 2021-A Exchange Note to the Purchaser as set forth in Section 2.01 is subject to each representation and warranty of the Purchaser as set forth in Section 3.01 and the other 2021-A Basic Documents being true and correct on the 2021-A Closing Date, and each obligation to be performed by the Purchaser under this Agreement on or prior to the 2021-A Closing Date having been performed on or prior to the 2021-A Closing Date.

Section 4.03.  Deemed Satisfaction of Conditions.  Upon the transfer of the First-Tier Assets to, and the acceptance of the First-Tier Assets by, the Purchaser, all of the conditions set forth in this Article will be deemed to have been satisfied.

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ARTICLE FIVE

COVENANTS OF THE SELLER

Section 5.01.  Protection of Right, Title and Interest to the First-Tier Assets.

(a)          Within ten days after the 2021-A Closing Date, the Seller, as debtor, will record and file, at its own expense, an initial financing statement in each jurisdiction in which such financing statement is required by Applicable Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to perfect the sale, transfer, assignment and conveyance of the First-Tier Assets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing).  The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(b)          The Seller will authorize and file such financing statements and cause to be authorized and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and in the proceeds thereof.  The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(c)          The Seller authorizes the Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Purchaser in the First-Tier Assets and the proceeds thereof.  Such financing and continuation statements may describe the First-Tier Assets in any manner as the Purchaser may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest in the First-Tier Assets.  The Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(d)          The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the First-Tier Assets for filing under the UCC of any applicable jurisdiction.

(e)          The Seller will give the Purchaser at least 30 days’ prior notice of any change in its jurisdiction of organization and will promptly file (and hereby authorizes the Purchaser and any assignee of the Purchaser hereunder to file) all amendments of any previously filed financing or continuation statement and any new financing statements as may be necessary to continue the perfection of the Purchaser’s interest in the First-Tier Assets.  The Seller will cause the Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one state within the United States.

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(f)          The Seller will not change its name, form of organization, or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with Section 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Purchaser at least 30 days’ prior notice thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.

Section 5.02.  Other Liens or Interests.  Except for the sales, transfers, assignments and conveyances under this Agreement, the Seller will not sell, contribute, pledge, assign, transfer or allow to be issued any First-Tier Asset to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller will defend the right, title, and interest of the Purchaser in, to and under the First-Tier Assets against all claims of third parties claiming through or under the Seller.  However, the Seller’s obligations under this Section with respect to the First-Tier Assets will terminate upon the payment in full of the 2021-A Exchange Note pursuant to the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

Section 5.03.  Indemnification.  The Seller will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement, and agrees to the following:

(a)          The Seller will indemnify, defend and hold harmless the Purchaser, and its officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon the Purchaser through, the willful misconduct, negligence or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement.

(b)          Promptly upon receipt by the Purchaser, or any of its officers, directors, employees and agents, of notice of the commencement of any suit, action, claim, proceeding or governmental investigation against it, the Purchaser will, if a claim in respect of such suit, action, claim, proceeding or investigation is to be made against the Seller under this Section, notify the Seller of the commencement of such suit, action, claim, proceeding or investigation.  The Seller may participate in and assume the defense and settlement of any such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Seller and the Purchaser, which approvals will not be unreasonably withheld or delayed.  The Seller’s obligations under this Section will include reasonable fees and expenses of counsel and expenses of litigation.  After notice from the Seller to the Purchaser of the Seller’s intention to assume the defense of such suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the Purchaser, and so long as the Seller so assumes the defense of such suit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Purchaser, the Seller will not be liable for any expenses of counsel to the Purchaser unless there is a conflict between the interests of the Seller and the Purchaser, in which case the Seller will pay for the separate counsel to the Purchaser.

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(c)          If the Seller makes any indemnity payments pursuant to this Section and the Purchaser thereafter collects any of such amounts from others, the Purchaser will promptly repay such amounts to the Seller, without interest.

(d)          The indemnity obligations set forth in Section 5.03(a) will be in addition to any obligation that the Seller may otherwise have and will survive the termination of this Agreement.

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ARTICLE SIX

MISCELLANEOUS PROVISIONS

Section 6.01.  Obligations of the Seller.  The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle allocated to the 2021-A Reference Pool.

Section 6.02.  Amendment.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, that, (i) the Seller shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this Agreement, other than those provided for in Section 6.02(a), requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any Class of Notes or the Required Reserve Amount, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of the Holders of all Outstanding Notes.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          Promptly after the execution of any such amendment, the Seller shall furnish written notification of the substance of such amendment to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

Section 6.03.  Waivers.  No failure or delay on the part of the Seller, the Purchaser, the Issuer or the Indenture Trustee in exercising any power, right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

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Section 6.04.  Costs and Expenses.  The Seller will pay all expenses incidental to the performance of its obligations under this Agreement and the Seller agrees to pay all reasonable out-of-pocket costs and expenses of the Purchaser in connection with the perfection as against third parties of the Purchaser’s right, title and interest in and to the First-Tier Assets and the other property and rights sold hereunder and the enforcement of any obligation of the Seller hereunder.

Section 6.05.  Notices.  Unless otherwise specified in this Agreement, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing, including e‑mail.  Unless otherwise specified in this Agreement, any such notice, request, demand, consent or other communication will be delivered or addressed as set forth below or at such other address or facsimile number as any party may designate by notice to the other parties.

(i) In the case of the Seller:

Mercedes-Benz Financial Services USA LLC

36455 Corporate Drive

Farmington Hills, Michigan  48331

Attention:  Steven C. Poling

E-mail:  steven.c.poling@daimler.com

Facsimile:  (817) 224-3587

(ii) In the case of the Purchaser:

Daimler Trust Leasing LLC

c/o Mercedes-Benz Financial Services USA LLC

36455 Corporate Drive

Farmington Hills, Michigan  48331

Attention:  Michelle D. Spreitzer

E-mail:  michelle.d.spreitzer@daimler.com

Facsimile:  (248) 991-6962

Section 6.06.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this Agreement or of the First-Tier Assets or the rights of the holders thereof.

Section 6.07.  Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

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Section 6.08.  Successors and Assigns.  All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, all as provided in this Agreement.  Any request, notice, direction, consent, waiver or other instrument or action by a party to this Agreement will bind the successors and assigns of such party.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 6.09.  No Petition.  Each of the Seller and the Purchaser covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes, Notes and other Securities it will not institute against, or join any Person in instituting against the Initial Beneficiary, the Titling Trust, the Transferor, the Issuer or the 2021-A Exchange Noteholder any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, any 2021-A Notes or any 2021-A Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 6.10.  Table of Contents and Headings.  The Table of Contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 6.11.  GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each party to this Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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Section 6.12.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

Section 6.13.  Limited Recourse.  The Seller and the Purchaser agree that any claim that the Seller or the Purchaser may seek to enforce against each other is limited to the First-Tier Assets only and does not represent a claim against the assets of the Seller or the Purchaser as a whole or any assets other than the First-Tier Assets.

Section 6.14.  Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2021-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be enforceable against such 2021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle included in the 2021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2021-A Exchange Note transferred hereunder which is related to the 2021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2021-A Exchange Note related to the 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2021-A Reference Pool or, the 2021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

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IN WITNESS WHEREOF, the parties hereto have caused this First-Tier Sale Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
DAIMLER TRUST LEASING LLC,
as Purchaser
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President

2021-A First-Tier Sale Agreement

EXHIBIT A

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the First-Tier Sale Agreement, dated as of January 1, 2021 (the “First-Tier Sale Agreement”), between Mercedes-Benz Financial Services USA LLC, as seller (the “Seller”), and Daimler Trust Leasing LLC, as purchaser (the “Purchaser”), the Seller hereby further represents, warrants and covenants to the Purchaser as follows on the 2021-A Closing Date:

1. The First-Tier Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2021-A Exchange Note in favor of the Purchaser, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller.

2. The 2021-A Exchange Note constitutes a “general intangible”, “instrument”, “certificated security”, or “tangible chattel paper”, within the meaning of the applicable UCC.

3. The Seller owns and has good and marketable title to the 2021-A Exchange Note free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a Lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. The Seller has received all consents and approvals to the sale of the 2021-A Exchange Note under the First-Tier Sale Agreement to the Purchaser required by the terms of the 2021-A Exchange Note to the extent that it constitutes an instrument or a payment intangible.

5. The Seller has received all consents and approvals required by the terms of the 2021-A Exchange Note, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Purchaser of its interest and rights in the 2021-A Exchange Note under the First-Tier Sale Agreement.

6. The Seller has caused or will have caused, within ten days after the 2021-A Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2021-A Exchange Note from the Seller to the Purchaser and the security interest in the 2021-A Exchange Note granted under the First-Tier Sale Agreement.

A-1

7. To the extent that the 2021-A Exchange Note constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Purchaser.

8. Other than the transfer of the 2021-A Exchange Note from the Seller to the Purchaser under the First-Tier Sale Agreement and from the Purchaser to the Issuer under the Second-Tier Sale Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2021-A Exchange Note.

9. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the 2021-A Exchange Note other than any financing statement relating to any security interest granted pursuant to the 2021-A Basic Documents or that has been terminated.

10. No instrument or tangible chattel paper that constitutes or evidences the 2021-A Exchange Note has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the First-Tier Sale Agreement.

A-2

EX-10.2

Exhibit 10.2

DAIMLER TRUST LEASING LLC,

as Seller,

and

MERCEDES-BENZ AUTO LEASE TRUST 2021-A,

as Purchaser

SECOND-TIER SALE AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS
	Page
ARTICLE ONE
USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.  Capitalized Terms; Rules of Usage	2
ARTICLE TWO
SALE OF THE SECOND-TIER ASSETS
Section 2.01.  Sale of the Second-Tier Assets	3
Section 2.02.  Closing; Further Assignments	3
Section 2.03.  Intent; Savings Clause	3
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
Section 3.01.  Representations and Warranties of the Purchaser	4
Section 3.02.  Representations and Warranties of the Seller	5
Section 3.03.  Survival of Representations and Warranties	7
ARTICLE FOUR
CONDITIONS
Section 4.01.  Conditions to Obligation of the Purchaser	8
Section 4.02.  Conditions to Obligation of the Seller	8
Section 4.03.  Deemed Satisfaction of Conditions	8
ARTICLE FIVE
COVENANTS OF THE SELLER
Section 5.01.  Protection of Right, Title and Interest to the Second-Tier Assets	9
Section 5.02.  Other Liens or Interests	10
Section 5.03.  Indemnification	10
Section 5.04.  Reserve Initial Deposit	11

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	Page
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01.  Obligations of the Seller	12
Section 6.02.  Amendment	12
Section 6.03.  Waivers	12
Section 6.04.  Costs and Expenses	13
Section 6.05.  Notices	13
Section 6.06.  Severability	13
Section 6.07.  Counterparts; Electronic Signatures	13
Section 6.08.  Successors and Assigns	14
Section 6.09.  No Petition	14
Section 6.10.  Table of Contents and Headings	14
Section 6.11.  GOVERNING LAW; SUBMISSION TO JURISDICTION	14
Section 6.12.  WAIVER OF JURY TRIAL	15
Section 6.13.  Limited Recourse	15
Section 6.14.  Subordination	15
Section 6.15.  Issuer Obligation	15
Section 6.16.  Each Exchange Note Separate; Assignees of Exchange Note	16

EXHIBITS
Exhibit A  –  Perfection Representations, Warranties and Covenants	A-1

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This SECOND-TIER SALE AGREEMENT, dated as of January 1, 2021 (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 2021-A, a Delaware statutory trust, as purchaser (the “Purchaser” or the “Issuer”).

RECITALS

WHEREAS, pursuant to the Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary, and BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), Daimler Trust, a Delaware statutory trust (the “Titling Trust”), was created to hold title to leases, vehicles and certain related assets (the “Titling Trust Assets”);

WHEREAS, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), the Titling Trust, Daimler Title Co., as collateral agent (the “Collateral Agent”), and U.S. Bank Trust National Association, as administrative agent, have entered into an Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), pursuant to which the Lender will make advances to the Titling Trust from time to time that the Titling Trust will use to acquire Titling Trust Assets;

WHEREAS, the parties to the Basic Collateral Agency Agreement have entered into the 2021-A Exchange Note Supplement, dated as of January 1, 2021 (the “2021-A Exchange Note Supplement”), pursuant to which an exchange note, having an aggregate initial outstanding principal balance of $1,415,404,747.17, bearing afixed interest rate of 0.33% per annum and a stated maturity date of October 15, 2026 (the “2021-A Exchange Note”), was issued and delivered to the Lender;

WHEREAS, pursuant to the 2021-A Exchange Note Supplement, MBFS USA and the Titling Trust have also specified certain leases and vehicles to be allocated to a reference pool with respect to the 2021-A Exchange Note;

WHEREAS, MBFS USA has sold the 2021-A Exchange Note to the Seller pursuant to a First-Tier Sale Agreement, dated as of the date of this Agreement;

WHEREAS, the Issuer was formed pursuant to a trust agreement, dated as of November 16, 2020, as amended and restated as of January 1, 2021, between the Seller and Wilmington Trust, National Association, as owner trustee; and

WHEREAS, the parties hereto wish to enter into this Agreement pursuant to which the Seller will assign the 2021-A Exchange Note and certain related property and rights to the Purchaser.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

“2021-A Servicing Supplement” means the 2021-A Servicing Supplement, dated as of January 1, 2021, to the Basic Servicing Agreement, among MBFS USA, as servicer and lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Basic Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 1, 2009, among MBFS USA, as lender and as servicer, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

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ARTICLE TWO

SALE OF THE SECOND-TIER ASSETS

Section 2.01.  Sale of the Second-Tier Assets.

(a)          Effective as of the 2021-A Closing Date, the Seller sells, transfers, assigns and otherwise conveys to the Purchaser, without recourse, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the 2021-A Exchange Note and all of the Seller’s rights under the 2021-A Basic Documents, including all monies paid thereon and all monies due thereon after the 2021-A Cutoff Date (collectively, the “Second-Tier Assets”).

(b)          The Purchaser accepts the sales, transfers, assignments and conveyances made pursuant to Section 2.01(a) and sells, transfers, assigns and otherwise conveys to the Seller, without recourse, all right, title and interest of the Purchaser, whether now owned or hereafter acquired, in, to and under the Notes and Certificate and the rights to distributions under Section 8.03 of the Indenture, as payment for the 2021-A Exchange Note.  The Second-Tier Assets will become the property and rights of the Purchaser.

Section 2.02.  Closing; Further Assignments.

(a)          The sale, transfer, assignment and conveyance of the Second-Tier Assets will take place on the 2021-A Closing Date.

(b)          The Seller acknowledges that the Issuer will, pursuant to the Indenture, assign and pledge the Second-Tier Assets and certain other property and rights to the Indenture Trustee for the benefit of the 2021-A Secured Parties and the Noteholders.  The Seller consents to such assignment and pledge.

(c)          The sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement is without recourse, and the Seller does not guarantee collection of the Second-Tier Assets or any Collateral Asset included in the 2021-A Reference Pool.

Section 2.03.  Intent; Savings Clause.  It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2021-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller.  If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 2021-A Exchange Note, and in such event, this Agreement will constitute a security agreement under Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.

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ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Purchaser.  The Purchaser represents and warrants to the Seller as of the 2021-A Closing Date:

(a)          Organization and Good Standing; Qualification.  The Purchaser has been duly organized and is validly existing as a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b)          Due Qualification.  The Purchaser is duly qualified to do business as a foreign statutory trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement.

(c)          Power and Authority; Authorization; Execution and Delivery; Binding Obligation.  The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(d)          No Violation.  The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its limited liability company agreement, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Purchaser is a party or by which the Purchaser is bound, (ii) result in the creation or imposition of any Lien upon any of the Purchaser’s properties pursuant to the terms of any such agreement or instrument (other than Permitted Liens or Liens contemplated by the 2021-A Basic Documents to which the Purchaser is a party), (iii) violate the certificate of trust of the Purchaser or the Trust Agreement of the Purchaser or (iv) violate or contravene any law or, to the Purchaser’s knowledge, any order, rule or regulation applicable to the Purchaser of any Governmental Authority having jurisdiction over the Purchaser or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement.

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(e)          No Proceedings.  There are no proceedings pending, or, to the Purchaser’s knowledge, threatened, and to the Purchaser’s knowledge there are no investigations pending or threatened, against or affecting the Purchaser or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of the 2021-A Exchange Note, the Notes or this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement.

(f)          No Material Default.  The Purchaser is not in material default under any agreement, contract, instrument, or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.

(g)          No Consent.  No consent, approval, authorization, or order of any Governmental Authority is required under federal or state law for the execution, delivery, and performance by the Purchaser, or compliance by it with this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

Section 3.02.  Representations and Warranties of the Seller.  The Seller represents and warrants to the Purchaser as of the 2021-A Closing Date:

(a)          Organization and Good Standing; Qualification.  The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b)          Due Qualification.  The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(c)          Power and Authority; Authorization; Execution and Delivery; Binding Obligation.  The Seller has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

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(d)          No Violation.  The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its limited liability company agreement, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Seller is a party or by which the Seller is bound, (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such agreement or instrument (other than Permitted Liens or Liens contemplated by the 2021-A Basic Documents), (iii) violate the certificate of formation of the Seller or the Limited Liability Company Agreement of the Seller or (iv) violate or contravene any law or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any Governmental Authority having jurisdiction over the Seller or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(e)          No Proceedings.  There are no proceedings pending, or, to the Seller’s knowledge, threatened, and to the Seller’s knowledge there are no investigations pending or threatened, against or affecting the Seller or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of the 2021-A Exchange Note, the Notes or this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

(f)          Ownership and Transfer of 2021-A Exchange Note.  Immediately preceding its sale of the 2021-A Exchange Note to the Purchaser, the Seller was the owner of the 2021-A Exchange Note, free and clear of any claim, and after such sale of the 2021-A Exchange Note to the Purchaser, the Purchaser shall be entitled to all of the rights and benefits of a holder of the 2021-A Exchange Note under the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

(g)          No Material Default.  The Seller is not in material default under any agreement, contract, instrument, or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.

(h)          No Consent.  No consent, approval, authorization, or order of any court or governmental agency or body is required under federal or State law for the execution, delivery, and performance by the Seller, or compliance by it with this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

(i)          Ability to Perform.  The Seller does not have any reason or cause to believe that it cannot perform each and every covenant of such party contained in this Agreement.

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(j)          Solvency; Fair Value.  Both before and after giving effect to the sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2021-A Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller or any affiliate thereof.  The Seller is receiving from the Purchaser reasonably equivalent value in exchange for the transfer of 2021-A Exchange Note.

(k)          Perfection Representations.  The Seller makes the representations and warranties set forth on Exhibit A.

Section 3.03.  Survival of Representations and Warranties

.  The representations and warranties set forth in this Article shall survive the closing under Section 2.02 and the pledge of the Second-Tier Assets by the Issuer to the Indenture Trustee pursuant to the Indenture.  Upon discovery by the Seller, the Purchaser or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

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ARTICLE FOUR

CONDITIONS

Section 4.01.  Conditions to Obligation of the Purchaser.  The obligation of the Purchaser to accept the Second-Tier Assets as set forth in Section 2.01 is subject to the satisfaction of the following conditions:

(a)          Representations and Warranties True.  The representations and warranties of the Seller contained in Section 3.02 will be true and correct on the 2021-A Closing Date, and the Seller will have performed on or prior to the 2021-A Closing Date all obligations to be performed by the Seller under this Agreement on or prior to the 2021-A Closing Date.

(b)          Delivery of 2021-A Exchange Note.  The Seller has delivered to the Purchaser the 2021-A Exchange Note, registered in the name of “Mercedes-Benz Auto Lease Trust 2021-A” or its assignee or endorsed in blank by an effective endorsement.

(c)          Documents to be Delivered by the Seller.  On the 2021-A Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

(d)          Other Transactions.  The transactions contemplated by the Basic Collateral Agency Agreement, the 2021-A Exchange Note Supplement, the First-Tier Sale Agreement and the Indenture will be consummated on or prior to the 2021-A Closing Date.

Section 4.02.  Conditions to Obligation of the Seller.  The obligation of the Seller to sell the 2021-A Exchange Note to the Purchaser as set forth in Section 2.01 is subject to each representation and warranty of the Purchaser as set forth in Section 3.01 being true and correct on the 2021-A Closing Date, and each obligation to be performed by the Purchaser under this Agreement on or prior to the 2021-A Closing Date having been performed on or prior to the 2021-A Closing Date.

Section 4.03.  Deemed Satisfaction of Conditions.  Upon the transfer of the Second-Tier Assets to, and the acceptance of the Second-Tier Assets by the Purchaser, all of the conditions set forth in this Article will be deemed to have been satisfied.

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ARTICLE FIVE

COVENANTS OF THE SELLER

Section 5.01.  Protection of Right, Title and Interest to the Second-Tier Assets.

(a)          Within ten days after the 2021-A Closing Date, the Seller, as debtor, will record and file, at its own expense, an initial financing statement in each jurisdiction in which such financing statement is required by Applicable Law, naming the Seller, as debtor, and the Purchaser, as secured party, in such manner as is necessary, under the laws of each such jurisdiction, to perfect the sale, transfer, assignment and conveyance of the Second-Tier Assets to the Purchaser (to the extent that such sale, transfer, assignment and conveyance may be perfected by such filing).  The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(b)          The Seller will authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Second-Tier Assets and in the proceeds thereof.  The Seller will deliver to the Purchaser file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(c)          The Seller authorizes the Purchaser to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable fully to preserve, maintain and protect the interest of the Purchaser in the Second-Tier Assets and the proceeds thereof.  Such financing and continuation statements may describe the Second-Tier Assets in any manner as the Purchaser may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Purchaser’s interest in the Second-Tier Assets.  The Purchaser will deliver to the Seller file-stamped copies of, or filing receipts for, any such document filed promptly upon such document becoming available following such filing.

(d)          The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Purchaser or by the Owner Trustee or the Indenture Trustee to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Second-Tier Assets for filing under the UCC of any applicable jurisdiction.

(e)          The Seller will give the Purchaser at least 30 days’ prior notice of any change in its jurisdiction of organization and will promptly file (and hereby authorizes the Purchaser and any assignee of the Purchaser hereunder to file) all amendments of any previously filed financing or continuation statement and any new financing statements as may be necessary to continue the perfection of the Purchaser’s interest in the Second-Tier Assets.  The Seller will cause the Servicer to maintain its jurisdiction of organization (for purpose of Section 9-307 of the UCC) in only one state within the United States.

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(f)          The Seller will not change its name, form of organization or corporate structure in any manner that would or could make any financing statement or continuation statement filed by the Seller in accordance with Section 5.01(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Purchaser at least 30 days’ prior notice thereof and promptly files appropriate amendments to all previously filed financing statements or continuation statements.

Section 5.02.  Other Liens or Interests.  Except for the sales, transfers, assignments and conveyances under this Agreement, the Seller will not sell, contribute, pledge, assign, transfer or allow to be issued any Second-Tier Asset to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller will defend the right, title, and interest of the Purchaser in, to and under the Second-Tier Assets against all claims of third parties claiming through or under the Seller.  However, the Seller’s obligations under this Section with respect to the 2021-A Exchange Note will terminate upon the payment in full of the 2021-A Exchange Note pursuant to the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

Section 5.03.  Indemnification.  The Seller will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement, and agrees to the following:

(a)          The Seller will indemnify, defend and hold harmless the Purchaser, and its officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon the Purchaser through, the willful misconduct, negligence or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement.

(b)          Promptly upon receipt by the Purchaser, or any of its officers, directors, employees and agents, of notice of the commencement of any suit, action, claim, proceeding or governmental investigation against it, the Purchaser will, if a claim in respect of such suit, action, claim, proceeding or investigation is to be made against the Seller under this Section, notify the Seller of the commencement of such suit, action, claim, proceeding or investigation.  The Seller may participate in and assume the defense and settlement of any such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Seller and the Purchaser, which approvals will not be unreasonably withheld or delayed.  The Seller’s obligations under this Section will include reasonable fees and expenses of counsel and expenses of litigation.  After notice from the Seller to the Purchaser of the Seller’s intention to assume the defense of such suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the Purchaser, and so long as the Seller so assumes the defense of such suit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Purchaser, the Seller will not be liable for any expenses of counsel to the Purchaser unless there is a conflict between the interests of the Seller and the Purchaser, in which case the Seller will pay for the separate counsel to the Purchaser.

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(c)          If the Seller makes any indemnity payments pursuant to this Section and the Purchaser thereafter collects any of such amounts from others, the Purchaser will promptly repay such amounts to the Seller, without interest.

(d)          The indemnity obligations set forth in Section 5.03(a) will be in addition to any obligation that the Seller may otherwise have and will survive the termination of this Agreement.

Section 5.04.  Reserve Initial Deposit.  On the 2021-A Closing Date, the Seller will deposit, or cause to be deposited, the Reserve Initial Deposit into the 2021-A Reserve Account from the net proceeds of the sale of the Notes.

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ARTICLE SIX

MISCELLANEOUS PROVISIONS

Section 6.01.  Obligations of the Seller.  The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle allocated to the 2021-A Reference Pool.

Section 6.02.  Amendment.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, that, (i) the Seller shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this Agreement, other than those provided for in Section 6.02(a), requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any Class of Notes or the Required Reserve Amount, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of the Holders of all Outstanding Notes.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          Promptly after the execution of any such amendment, the Seller shall furnish written notification of the substance of such amendment to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

Section 6.03.  Waivers.  No failure or delay on the part of the Seller, the Purchaser or the Indenture Trustee in exercising any power, right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

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Section 6.04.  Costs and Expenses.  The Seller will pay all expenses incidental to the performance of its obligations under this Agreement and the Seller agrees to pay all reasonable out-of-pocket costs and expenses of the Purchaser in connection with the perfection as against third parties of the Purchaser’s right, title and interest in and to the Second-Tier Assets and the other property and rights sold hereunder and the enforcement of any obligation of the Seller hereunder.

Section 6.05.  Notices.  Unless otherwise specified in this Agreement, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing, including e‑mail.  Unless otherwise specified in this Agreement, any such notice, request, demand, consent or other communication will be delivered or addressed as set forth below or at such other address or facsimile number as any party may designate by notice to the other parties.

(i)   In the case of the Seller:

Daimler Trust Leasing LLC

c/o Mercedes-Benz Financial Services USA LLC

36455 Corporate Drive

Farmington Hills, Michigan 48331

Attention:  Steven C. Poling

E-mail:  steven.c.poling@daimler.com

Facsimile:  (817) 224-3587

(ii)  In the case of the Purchaser:

Mercedes-Benz Auto Lease Trust 2021-A

c/o Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  Corporate Trust Administration

E-mail:  mhollis@wilmingtontrust.com

Facsimile:  (302) 636-4140

Section 6.06.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this Agreement or of the Second-Tier Assets or the rights of the holders thereof.

Section 6.07.  Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.

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Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

Section 6.08.  Successors and Assigns.  All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, all as provided in this Agreement.  Any request, notice, direction, consent, waiver or other instrument or action by a party to this Agreement will bind the successors and assigns of such party.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 6.09.  No Petition.  Each of the Seller and the Purchaser covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes, Notes and other Securities it will not institute against, or join any Person in instituting against, the Initial Beneficiary, the Titling Trust, the Transferor, the Issuer or the 2021-A Exchange Noteholder any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, any Notes or any 2021-A Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 6.10.  Table of Contents and Headings.  The table of contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 6.11.  GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each party to this Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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Section 6.12.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

Section 6.13.  Limited Recourse.  The Seller and the Purchaser agree that any claim that the Seller or the Purchaser may seek to enforce against each other is limited to the Second-Tier Assets only and does not represent a claim against the assets of the Seller or the Purchaser as a whole or any assets other than the Second-Tier Assets.

Section 6.14.  Subordination.

(a)          The Seller and the Purchaser agree that any claim that the Seller or the Purchaser may seek to enforce at any time against any assets of the Seller or the Purchaser other than the Second-Tier Assets will be subordinate to the payment in full of all other claims with respect to such other assets.  However, this Section will not limit, subordinate or otherwise modify any claims against the Seller or the Purchaser with respect to any right to indemnification, commitment to repurchase or other obligation of the Seller or the Purchaser relating to (i) any of the assets related to the Second-Tier Assets, (ii) any related credit enhancement, (iii) any transactions entered into in connection with the 2021-A Exchange Note (or the beneficial interest therein), (iv) any administrative services performed in connection with the 2021-A Exchange Note, (v) any related servicing obligation or (vi) any obligation to any Person acting as trustee, registrar or administrator (including as certificate registrar, owner trustee or indenture trustee).

(b)          The Seller agrees that any claim that the Seller may seek to enforce against the Purchaser or any of its assets will be subordinate to the payment in full of the principal of and interest on the Notes.

(c)          The parties to this Agreement intend that this Section constitutes an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code.

Section 6.15.  Issuer Obligation.  It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

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Section 6.16.  Each Exchange Note Separate; Assignees of Exchange Note.  Each party hereto acknowledges and agrees (and each holder or pledgee of the 2021-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be enforceable against such 2021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle included in the 2021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2021-A Exchange Note transferred hereunder which is related to the 2021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2021-A Exchange Note related to the 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2021-A Reference Pool or, the 2021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

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IN WITNESS WHEREOF, the parties hereto have caused this Second-Tier Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

DAIMLER TRUST LEASING LLC,
as Seller
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
MERCEDES-BENZ AUTO LEASE
TRUST 2021-A, as Purchaser
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
By:	/s/ Matthew Hollis
	Name: Matthew Hollis
	Title: Banking Officer

2021-A Second-Tier Sale Agreement

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EXHIBIT A

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Second-Tier Sale Agreement, dated as of January 1, 2021 (the “Second-Tier Sale Agreement”), between Daimler Trust Leasing LLC, as seller (the “Seller”), and Mercedes-Benz Auto Lease Trust 2021-A, as purchaser (the “Purchaser”), the Seller hereby further represents, warrants and covenants to the Purchaser as follows on the 2021-A Closing Date:

1. The Second-Tier Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2021-A Exchange Note in favor of the Purchaser, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller.

2. The 2021-A Exchange Note constitutes a “general intangible”, “instrument,” “certificated security”, or “tangible chattel paper”, within the meaning of the applicable UCC.

3. The Seller owns and has good and marketable title to the 2021-A Exchange Note free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a Lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. The Seller has received all consents and approvals to the sale of the 2021-A Exchange Note under the Second-Tier Sale Agreement to the Purchaser required by the terms of the 2021-A Exchange Note to the extent that it constitutes an instrument or a payment intangible.

5. The Seller has received all consents and approvals required by the terms of the 2021-A Exchange Note, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Purchaser of its interest and rights in the 2021-A Exchange Note under the Second-Tier Sale Agreement.

6. The Seller has caused or will have caused, within ten days after the 2021-A Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2021-A Exchange Note from the Seller to the Purchaser and the security interest in the 2021-A Exchange Note granted under the Second-Tier Sale Agreement.

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7. To the extent that the 2021-A Exchange Note constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Purchaser.

8. Other than the transfer of the 2021-A Exchange Note from Mercedes-Benz Financial Services USA LLC to the Seller under the First-Tier Sale Agreement and from the Seller to the Purchaser under the Second-Tier Sale Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2021-A Exchange Note.

9. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the 2021-A Exchange Note other than any financing statement relating to any security interest granted pursuant to the 2021-A Basic Documents or that has been terminated.

10. No instrument or tangible chattel paper that constitutes or evidences the 2021-A Exchange Note has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Second-Tier Sale Agreement.

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EX-10.4

Exhibit 10.4

MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
as Servicer and as Lender,

DAIMLER TRUST,
as Titling Trust,

and

DAIMLER TITLE CO.,
as Collateral Agent

2021-A SERVICING SUPPLEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS
	Page
ARTICLE ONE
USAGE AND DEFINITIONS
Section 1.01.  Capitalized Terms; Rules of Usage.	2
ARTICLE TWO
DESIGNATION
Section 2.01.  Designation	3
ARTICLE THREE
THE SERVICER
Section 3.01.  Appointment of Servicer.	4
Section 3.02.  Servicer Representations and Warranties.	4
Section 3.03.  2021-A Lease and 2021-A Vehicle Representations and Warranties	5
Section 3.04.  Liability of the Servicer; Indemnities.	5
Section 3.05.  Purchase Upon Breach.	6
Section 3.06.  Collection of Payments	7
Section 3.07.  Servicer May Own 2021-A Exchange Note and 2021-A ABS Notes	7
Section 3.08.  Fees and Expenses.	7
Section 3.09.  Termination	8
Section 3.10.  Asset Representations Review	8
Section 3.11.  Dispute Resolution	9
ARTICLE FOUR
ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
Section 4.01.  2021-A Bank Accounts.	12
Section 4.02.  Remittances.	13
ARTICLE FIVE
TERMINATION
Section 5.01.  Optional Termination.	14

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	Page
ARTICLE SIX
REPORTS AND NOTICES
Section 6.01.  Monthly Reports.	15
Section 6.02.  Notices and Certificates Under the Basic Servicing Agreement	15
Section 6.03.  Annual Officer’s Certificate.	15
Section 6.04.  Annual Independent Public Accountants’ Attestation.	16
Section 6.05.  Statements to Securityholders	16
ARTICLE SEVEN
SERVICER EVENTS OF DEFAULT
Section 7.01.  Servicer Events of Default.	17
ARTICLE EIGHT
MISCELLANEOUS
Section 8.01.  Amendments.	20
Section 8.02.  Successors and Assigns	20
Section 8.03.  Third-Party Beneficiaries	21
Section 8.04.  No Petition	21
Section 8.05.  GOVERNING LAW; SUBMISSION TO JURISDICTION.	21
Section 8.06.  WAIVER OF JURY TRIAL	21
Section 8.07.  Severability	21
Section 8.08.  Counterparts; Electronic Signatures	22
Section 8.09.  Table of Contents and Headings	22
Section 8.10.  Conflict with Basic Servicing Agreement	22
Section 8.11.  No Recourse	22
Section 8.12.  Each Exchange Note Separate; Assignees of Exchange Note	23
EXHIBITS
Exhibit A – 2021-A Reference Pool Asset Schedule	A-1
Exhibit B – 2021-A Lease and 2021-A Vehicle Representations and Warranties	B-1
Exhibit C – Form of Monthly Investor Report	C-1
Exhibit D – Form of Performance Certification	D-1
Exhibit E – Servicing Criteria to be Addressed in Assessment Of Compliance	E-1
Appendix 1 – Usage and Definitions	A1-1

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This 2021-A SERVICING SUPPLEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “2021-A Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2021-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”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

RECITALS

WHEREAS, pursuant to a Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among MBFS USA, Daimler Trust Holdings LLC and BNY Mellon Trust of Delaware (f/k/a BNY Mellon (Delaware)) (f/k/a The Bank of New York (Delaware)), the Titling Trust was created to hold title to leases, vehicles and certain related assets (the “Titling Trust Assets”);

WHEREAS, the Lender, the Servicer, the Titling Trust and the Collateral Agent have entered into an Amended and Restated Servicing Agreement, dated as of March 1, 2009 (the “Basic Servicing Agreement”), which provides, for, among other things, the servicing of the Titling Trust Assets by the Servicer;

WHEREAS, the Lender, the Servicer, the Titling Trust, the Collateral Agent and U.S. Bank Trust National Association have entered into an Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), pursuant to which MBFS USA will make advances to the Titling Trust from time to time to acquire Titling Trust Assets;

WHEREAS, pursuant to the Basic Collateral Agency Agreement and an Exchange Note Supplement, dated as of January 1, 2021 (the “2021-A Exchange Note Supplement”), among the parties to the Basic Collateral Agency Agreement and U.S. Bank Trust National Association, as Indenture Trustee, the Lender will assign its interest in a portion of its outstanding advances to be evidenced by an exchange note (the “2021-A Exchange Note”), payments in respect of which shall be made from collections in respect of a pool of specified Titling Trust Assets (the “2021-A Reference Pool”);

WHEREAS, the Lender, on the date hereof, has sold the 2021-A Exchange Note to Daimler Trust Leasing LLC (the “Transferor”) pursuant to a First-Tier Sale Agreement, dated as of January 1, 2021 (the “First-Tier Sale Agreement”);

WHEREAS, Daimler Trust Leasing LLC, on the date hereof, has sold the 2021-A Exchange Note to Mercedes-Benz Auto Lease Trust 2021-A pursuant to a Second-Tier Sale Agreement, dated as of January 1, 2021 (the “Second-Tier Sale Agreement”);

WHEREAS,  in connection with the issuance of the 2021-A Exchange Note, the parties to the Basic Servicing Agreement will enter into a supplement to the Basic Servicing Agreement to forth the specific rights and duties of the Servicer and the other agreements and undertakings with respect to the administration and servicing of the 2021-A Reference Pool; and

WHEREAS, the parties hereto wish to enter into this 2021-A Servicing Supplement to set forth the additional duties required of the Servicer with respect to the 2021-A Reference Pool and the 2021-A Exchange Note.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.

(a)          Capitalized terms used in this 2021-A Servicing Supplement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 hereto or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this 2021-A Servicing Supplement.

(b)          Except as otherwise indicated by the context, all references herein to (i) “Leases” shall be to Collateral Leases and (ii) “Vehicles” shall be to Collateral Vehicles.

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ARTICLE TWO

DESIGNATION

Section 2.01.  Designation.  The parties designate the Collateral Assets listed on Exhibit A to be known as the “2021-A Reference Pool” and each Lease and Vehicle included therein to be known as a “2021-A Lease” and a “2021-A Vehicle,” respectively.

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ARTICLE THREE

THE SERVICER

Section 3.01.  Appointment of Servicer.

(a)          Each party acknowledges and agrees that MBFS USA, as Servicer under the Basic Servicing Agreement, will also act as Servicer under this 2021-A Servicing Supplement with respect to the 2021-A Reference Pool and the 2021-A Exchange Note and MBFS USA will also act as agent and custodian of the Titling Trust in the management and control of the 2021-A Leases and 2021-A Vehicles included in the 2021-A Reference Pool and for all other purposes set forth in the 2021-A Servicing Agreement, in each case, for the benefit of each holder and pledgee of the 2021-A Exchange Note.  MBFS USA hereby accepts such appointments.

(b)          The Servicer may delegate its duties and obligations as Servicer in accordance with Section 3.05 of the Basic Servicing Agreement.

(c)          The Servicer shall account for the 2021-A Leases and 2021-A Vehicles allocated to the 2021-A Reference Pool separately from any other Reference Pool and the Revolving Facility Pool.  The 2021-A Leases, the Certificates of Title relating to the 2021-A Vehicles, the insurance policies and insurance records and other documents related to the 2021-A Leases and 2021-A Vehicles will not be physically segregated from other Leases, Certificates of Title, insurance policies and insurance records or other documents related to other Leases and Vehicles owned or serviced by the Servicer, including Leases and Vehicles which are not part of the 2021-A Reference Pool.  The accounting records and computer systems of MBFS USA will reflect the allocation of the 2021-A Leases and 2021-A Vehicles to the 2021-A Reference Pool.  The Servicer may appoint one or more agents to act as subcustodians of certain items relating to the 2021-A Leases, the Certificates of Title relating to the 2021-A Vehicles, the insurance policies and insurance records and other documents related to the 2021-A Leases and 2021-A Vehicles; provided, however, that the Servicer shall remain solely responsible for their safekeeping.

Section 3.02.  Servicer Representations and Warranties.

(a)          The Servicer has made the representations and warranties set forth in Section 3.02 of the Basic Servicing Agreement on which the Lender, the Titling Trust and the Collateral Agent have relied, and the 2021-A Exchange Noteholder, in acquiring the 2021-A Exchange Note, will rely.  Such representations and warranties are remade as of the 2021-A Exchange Note Issuance Date and will survive the sale, transfer, assignment and conveyance of the 2021-A Exchange Note to the 2021-A Exchange Noteholder, the Transferor and the Issuer and the pledge of the 2021-A Exchange Note to the Indenture Trustee pursuant to the Indenture.

(b)          As of the 2021-A Exchange Note Issuance Date, the Servicer is not in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.

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(c)          As of the 2021-A Exchange Note Issuance Date, no consent, approval, authorization or order of any Governmental Authority is required under federal or State law for the execution, delivery and performance by the Servicer of, or compliance by it with, this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

(d)          To the knowledge of the Servicer, no selection procedures believed to be adverse to the 2021-A Exchange Noteholder have been utilized in selecting the 2021-A Leases and 2021-A Vehicles included in the 2021-A Reference Pool from other Leases and Vehicles that meet the criteria specified in Exhibit B hereto.

(e)          To the knowledge of the Servicer, all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by Titling Trust in connection with (i) the execution, delivery and performance by the Titling Trust of each 2021-A Lease and (ii) the acquisition by the Titling Trust of such 2021-A Lease and the related 2021-A Vehicle, were duly obtained, effected or given and were in full force and effect as of such date of creation or acquisition and remained in full force and effect as of the 2021-A Closing Date.

Section 3.03.  2021-A Lease and 2021-A Vehicle Representations and Warranties.  The Servicer makes the representations and warranties set forth in Exhibit B with respect to the 2021-A Leases and the 2021-A Vehicles, on which the 2021-A Exchange Noteholder, the Transferor and the Issuer (on behalf of the Noteholders) are relying in acquiring the 2021-A Exchange Note.  Such representations and warranties are effective as of the 2021-A Cutoff Date (unless otherwise specified) and will survive the sale, transfer, assignment and conveyance of the 2021-A Exchange Note to the 2021-A Exchange Noteholder, the Transferor and the Issuer and the pledge of the 2021-A Exchange Note to the Indenture Trustee pursuant to the Indenture.

Section 3.04.  Liability of the Servicer; Indemnities.

(a)          The Servicer will indemnify, defend and hold harmless the Covered Parties and the Holder of the Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by the Servicer or any of its Affiliates of a 2021-A Vehicle.

(b)          The Servicer will indemnify, defend and hold harmless the Titling Trust, the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this 2021-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of either Trustee, arises from such Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement or the Indenture, as the case may be (including any and all costs, expenses, losses, damages, claims and liabilities arising in connection with any legal action by the Indenture Trustee or the Securities Intermediary to enforce remedies against the Servicer, including its indemnification obligations, under this Agreement).

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(c)          In addition to the Indemnified Parties included in the Basic Servicing Agreement, the Servicer will treat the Issuer and each Trustee as “Indemnified Persons” pursuant to Sections 3.03(d), (e), (f) and (g) of the Basic Servicing Agreement.

(d)          The provisions of this Section 3.04 shall survive the termination of this 2021-A Servicing Supplement.

Section 3.05.  Purchase Upon Breach.

(a)          Deposit of Repurchase Payments.

(i)          If an Authorized Officer of the Servicer has actual knowledge, or receives notice from the 2021-A Exchange Noteholder, a Noteholder, a Note Owner or the Indenture Trustee of a breach of (A) a representation or warranty set forth in Section 3.03, (B) the agreements set forth in Section 3.06 or (C) the covenants set forth in Sections 4.02(a) or 6.08 of the Basic Servicing Agreement and such breach materially and adversely affects the interest of the Issuer in the related 2021-A Lease or 2021-A Vehicle and such breach has not been cured in all material respects on or before the last day of the Collection Period which includes the 30th day after the date on which the Servicer obtained actual knowledge of, or received written notice of, such breach, the Servicer shall deposit into the 2021-A Exchange Note Collection Account an amount equal to the related Repurchase Payment with respect to such 2021-A Lease and related 2021-A Vehicle.

(ii)         The Servicer shall deposit into the 2021-A Exchange Note Collection Account an amount equal to the related Repurchase Payment if the Servicer determines, in its sole discretion, that, as a result of a computer systems error or computer systems limitation or for any other reason, the Servicer is unable to service a 2021-A Lease and 2021-A Vehicle in accordance with the terms of the 2021-A Servicing Agreement.

(iii)        So long as MBFS USA remains the Servicer, the Servicer will deposit into the 2021-A Exchange Note Collection Account an amount equal to the Repurchase Payment with respect to any 2021-A Lease if the Servicer is notified that the garaging location of the related 2021-A Vehicle has changed and, as a result of such change, such 2021-A Vehicle is no longer garaged in an Eligible State and such state does not become an Eligible State within 90 days of the Servicer becoming aware of such change.

(iv)        The Servicer will deposit the Repurchase Payment with respect to any 2021-A Lease and related 2021-A Vehicle that the Servicer is removing from the 2021-A Reference Pool in accordance with Section 3.05(a) into the 2021-A Exchange Note Collection Account on the Deposit Date immediately following the last day of the Collection Period which includes the 30th day after the date on which the Servicer becomes aware of, or receives written notice of, such breach or failure; provided that, for the avoidance of doubt, with respect to 3.05(a)(iii), the Servicer will be deemed to have become aware of or have received written notice of such breach or failure at the end of the 90 day period set forth therein.

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(b)          Purchase Constitutes Sole Remedy for Breach.  The sole remedy of the Collateral Agent, the 2021-A Exchange Noteholder, the Indenture Trustee and the Holders of the 2021-A ABS Notes with respect to (i) a breach of the representations and warranties contained in Section 3.03 or (ii) any of the events described in Section 3.05(a)(i)(B), (a)(ii) or (a)(iii) is to cause the related Repurchase Payment to be paid as provided in Section 3.05(a)(iv).

(c)          Reallocation of Purchased 2021-A Leases and 2021-A Vehicles.  Upon the deposit of the Repurchase Payment for any 2021-A Lease and 2021-A Vehicle pursuant to Section 3.05(a), such 2021-A Lease and 2021-A Vehicle will be reallocated to the Revolving Facility Pool at the direction of the Servicer and will no longer be included in the 2021-A Reference Pool.

Section 3.06.  Collection of Payments.  The Servicer may grant extensions, waivers, rebates, modifications or adjustments with respect to any 2021-A Lease, except that if, after the 2021-A Cutoff Date, the Servicer grants an extension with respect to any 2021-A Lease which extends its related Maturity Date to a date later than the Payment Date occurring six months prior to the Final Scheduled Payment Date of the Class A-4 Notes, the Servicer shall deposit into the 2021-A Exchange Note Collection Account an amount equal to the related Repurchase Payment and will reallocate such 2021-A Lease and the related 2021-A Vehicle to the Revolving Facility Pool in accordance with Section 3.05 except, in either case, to the extent that any such extension is required by Applicable Law.

Section 3.07.  Servicer May Own 2021-A Exchange Note and 2021-A ABS Notes.  The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of the 2021-A Exchange Note and/or the 2021-A ABS Notes with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise provided in the 2021-A Servicing Agreement, the Collateral Agency Agreement and the Indenture.  Except as otherwise set forth in the 2021-A Basic Documents, 2021-A ABS Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the Basic Servicing Agreement and this 2021-A Servicing Supplement.

Section 3.08.  Fees and Expenses.

(a)          2021-A Reference Pool Servicing Fee.  The 2021-A Reference Pool Servicing Fee will be payable solely from, and the right of the Servicer to receive the 2021-A Reference Pool Servicing Fee will be limited in recourse to, the 2021-A Available Funds and other amounts applied to the payment of such fee pursuant to the 2021-A Exchange Note Supplement or the Indenture.

(b)          Investment Earnings.  Notwithstanding the provisions of Section 5.03(b) of the Basic Servicing Agreement, investment earnings on funds on deposit in the 2021-A Bank Accounts shall constitute 2021-A Available Collections and, on or before each Payment Date, the Indenture Trustee shall deposit such investment earnings, net of any applicable investment losses and expenses, into the 2021-A Exchange Note Collection Account.

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Section 3.09.  Termination.

(a)          This 2021-A Servicing Supplement will be terminated in the event that the Basic Servicing Agreement is terminated in accordance therewith and may also be terminated at the option of the Servicer or the Titling Trust at any time following the payment in full of the 2021-A Exchange Note; provided, that the rights and obligations of the parties under Section 3.04 will survive any such termination.

Section 3.10.  Asset Representations Review.

(a)          If a Delinquency Trigger has occurred with respect to any Collection Period, the Servicer will promptly notify the Indenture Trustee thereof and include in the Monthly Investor Report related to such Collection Period a notice of occurrence of the Delinquency Trigger and of the rights of the Noteholders and Note Owners pursuant to Section 7.02 of the Indenture regarding Review by the Asset Representations Reviewer. The Indenture Trustee shall not be deemed to have knowledge that any Reallocation Request remained unresolved for 180 days unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Reallocation Request in fact remained unresolved for 180 days or has received written notice evidencing that such Reallocation Request in fact remained unresolved for 180 days.  The Indenture Trustee shall be under no obligation under the Indenture or otherwise to monitor reallocation activity or to independently determine which Reallocation Requests remain unresolved after 180 days.

(b)          Upon receipt of notice from the Indenture Trustee pursuant to Section 7.02(a) of the Indenture regarding the demand by the Noteholders or the Note Owners to initiate a vote on whether a Review shall be conducted by the Asset Representations Reviewer, the Servicer will include in the Monthly Investor Report to be filed with the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of a sufficient percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, including the applicable voting deadline, which shall be no earlier than 150 days after the date of the filing of such Form 10-D report.

(c)          Upon receipt of the Review Notice from the Indenture Trustee pursuant to Section 7.02 of the Indenture, the Servicer shall (i) identify as “Review Assets” within the meaning of the Asset Representations Review Agreement all 2021-A Leases as to which the related Lessee was more than 60 days Delinquent as of the last day of the Collection Period preceding the Collection Period in which the vote of the Noteholders and Note Owners directing the Review took place, (ii) provide to the Asset Representations Reviewer a list of such Review Assets in accordance with Section 3.01 of the Asset Representations Review Agreement, (iii) provide such other reasonable assistance to the Asset Representations Reviewer as it may reasonably request in order to facilitate the Review pursuant to the Asset Representations Review Agreement and (iv) include in the Form 10-D report for the Collection Period in which the Review Notice was received that the necessary percentage of the Noteholders and Note Owners of the Note Balance of Notes voted have agreed to a Review and a Review will be conducted.

(d)          Upon receipt of a copy of the Review Report from the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, the Servicer will include in the Monthly Investor Report to be filed with the Form 10-D report for the Collection Period in which such Review Report was received a summary of the results of the Review set forth in such Review Report.

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(e)          Upon receipt of a copy of the Review Report, the Servicer (i) will review such Review Report and, with respect to any 2021-A Lease and related 2021-A Vehicle as to which the Review Report indicated a Test Fail, make a determination for each Test Fail whether a breach of a representation and warranty that materially and adversely affects the interest of the Issuer in the related 2021-A Lease or 2021-A Vehicle has occurred and (ii) may, or if it determines that such a breach has occurred, shall deposit the related Repurchase Payment with respect to such 2021-A Lease and related 2021-A Vehicle in accordance with Section 3.05.

(f)          If during any Collection Period the Servicer receives notice or has actual knowledge that the Asset Representations Reviewer has resigned or has been removed, replaced or substituted, or if a successor Asset Representations Reviewer has been appointed, the Servicer will include in the Form 10-D report for such Collection Period the date of such event and a general statement of the circumstances surrounding the change.

Section 3.11.  Dispute Resolution.

(a)          Referral to Dispute Resolution.  If any Requesting Party makes a Reallocation Request, and the Reallocation Request has not fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the Servicer’s receipt thereof, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration, or may file a legal action in court of competent jurisdiction.  The Requesting Party must commence the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization, or a court action according with applicable court procedures, in each case within 90 days after the end of the 180-day period.  The Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.  In no event shall the Indenture Trustee be a Requesting Party or pursue dispute resolution unless it is directed to do so by the Noteholders or Note Owners of at least 5% of the Controlling Class, and such Noteholders or Note Owners shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction.

(b)          Mediation.  If the Requesting Party selects mediation (including non-binding arbitration) for dispute resolution:

(i)          The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section, the procedures in this Section will control.

(ii)         A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

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(iii)       The mediation will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.

(iv)        Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)         If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this Section.

(c)         Arbitration.  If the Requesting Party selects binding arbitration for dispute resolution:

(i)          The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section, the procedures in this Section will control.

(ii)         A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)        The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party.  Discovery will be scheduled for completion within 60 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  The arbitrator may, however, grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than 90 days after selection of the arbitrator and will proceed for no more than ten Business Days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

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(iv)        The arbitrator will make its final determination no later than 120 days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other 2021-A Basic Documents, and may not modify or change this Agreement or the other 2021-A Basic Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expenses of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)         By selecting binding arbitration, the Requesting Party waives the right to bring an action in court, including the right to a trial by jury.

(vi)        The Requesting Party may not, and hereby waives any right, to bring a putative or certificated class actionor any type of representative action to arbitration.  If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)         Additional Conditions.  For each mediation or arbitration:

(i)          Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Servicer.  Any party or witness may participate by teleconference or video conference.

(ii)         The Servicer and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)       The Servicer shall not be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding, will be confidential, privileged and inadmissible for any purpose in any mediation, arbitration, litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section, except as required by law, regulatory requirement or court order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

(iv)        To the extent the Indenture Trustee is found responsible for any expenses allocated to the Requesting Party in any dispute resolution proceeding, such expenses shall be payable to the Indenture Trustee pursuant to Section 8.03 or Section 5.04 of the Indenture, as applicable, and  if not so paid, then by the Servicer.

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ARTICLE FOUR

ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS

Section 4.01.  2021-A Bank Accounts.

(a)          Establishment of 2021-A Bank Accounts.  On or before the 2021-A Exchange Note Issuance Date, the Servicer will establish the 2021-A Bank Accounts as three segregated trust accounts, and maintain each as an Eligible Account at the Securities Intermediary on behalf of the Indenture Trustee, to be designated as:

(i)          “U.S. Bank National Association, as Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 2021-A” that will be designated as the “2021-A Exchange Note Collection Account”;

(ii)         “U.S. Bank National Association, as Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 2021-A” that will be designated as the “2021-A Distribution Account”; and

(iii)        “U.S. Bank National Association, as Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 2021-A” that will be designated as the “2021-A Reserve Account.”

Initially, the 2021-A Exchange Note Collection Account will be account number 234064000, the 2021-A Distribution Account will be account number 234064001 and the 2021-A Reserve Account will be account number 234064002.  If, at any time, any of the 2021-A Bank Accounts ceases to be an Eligible Account, the Servicer shall, as soon as commercially practicable but in any event within 60 calendar days, establish and maintain a new Eligible Account for such 2021-A Bank Account and for all cash and investments held in such 2021-A Bank Account.

(b)          Control of the 2021-A Bank Accounts.  Each of the 2021-A Bank Accounts will be under the sole dominion and control of the Indenture Trustee, as secured party for the benefit of the 2021-A Secured Parties, so long as the 2021-A Bank Accounts remain subject to the Lien of the Indenture.  Following the payment in full of (i) the 2021-A ABS Notes and the release of the 2021-A Bank Accounts from the Lien of the Indenture, (A) at the direction of the Servicer, the 2021-A Distribution Account and the 2021-A Reserve Account may be closed and (B) the 2021-A Exchange Note Collection Account will be under the sole dominion and control of the Collateral Agent and (ii) the 2021-A Exchange Note, the 2021-A Exchange Note Collection Account will be under the sole dominion and control of the Borrower and may, at the direction of the Borrower, be closed.  The Servicer may, however, make deposits to or request the Indenture Trustee (or, after the Note Balance of the 2021-A ABS Notes has been reduced to zero and the 2021-A Bank Accounts have been released from the Lien of the Indenture, the Collateral Agent, and following the payment in full of the 2021-A Exchange Note, the Borrower) to make deposits to or withdrawals from the 2021-A Exchange Note Collection Account in accordance with the 2021-A Exchange Note Supplement, the Indenture, the Collateral Agency Agreement and this 2021-A Servicing Supplement.  All monies deposited in the 2021-A Exchange Note Collection Account will be held (i) until the Note Balance of the 2021-A ABS Notes has been reduced to zero, all Issuer Obligations have been paid in full and the 2021-A Bank Accounts have been released from the Lien under the Indenture, by the Indenture Trustee, (ii) until the payment in full of the 2021-A Exchange Note, by the Collateral Agent and (iii) following the payment in full of the 2021-A Exchange Note, by or on behalf of the Borrower, and in each case will be applied only upon the terms and conditions of the 2021-A Basic Documents, as applicable.  The authority of the Servicer to make deposits to the 2021-A Bank Accounts is revocable at any time (i) by the Indenture Trustee until the Note Balance of the 2021-A ABS Notes has been reduced to zero and the 2021-A Bank Accounts have been released from the Lien of the Indenture, (ii) then, by the Collateral Agent until the payment in full of the 2021-A Exchange Note, and (iii) thereafter by the Borrower.

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(c)          Agreement with Depository Institution.  The 2021-A Bank Accounts will only be established at a depository institution or trust company that complies with the requirements set forth in Section 5.02(d) of the Basic Servicing Agreement.

Section 4.02.  Remittances.

(a)          For so long as the Monthly Remittance Condition (i) is not met, the Servicer shall remit into the 2021-A Exchange Note Collection Account all 2021-A Collections within two Business Days after receipt and identification and (ii) is met, the Servicer will remit to the 2021-A Exchange Note Collection Account an amount equal to all 2021-A Collections for a Collection Period no later than the related Deposit Date.

(b)          Pending deposit into the 2021-A Exchange Note Collection Account, the Servicer may use such 2021-A Collections at its own risk and for its own benefit and is not required to segregate 2021-A Collections from its own funds.

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ARTICLE FIVE

TERMINATION

Section 5.01.  Optional Termination.

(a)          On any Payment Date on which the Outstanding Amount is equal to or less than 5% of the Initial Note Balance, after giving effect to all principal payments on such Payment Date, the Servicer will have the option to purchase the 2021-A Exchange Note in whole but not in part.  To exercise such option, the Servicer will (i) notify the Borrower, the Collateral Agent, the Administrative Agent and the Indenture Trustee of such election not fewer than ten and not more than 30 days prior to the related Payment Date and (ii) deposit in the 2021-A Exchange Note Collection Account an amount equal to the 2021-A Exchange Note Purchase Price.  The 2021-A ABS Notes shall be redeemed in accordance with Section 10.01 of the Indenture.

(b)          Upon purchase of the 2021-A Exchange Note by the Servicer pursuant to this Section and upon redemption of the Notes and the payment of all Issuer Obligations in full, pursuant to Section 4.06 of the Basic Collateral Agency Agreement, the Borrower shall cancel the 2021-A Exchange Note and the 2021-A Leases and 2021-A Vehicles shall be reallocated to the Revolving Facility Pool.

(c)          If in any Collection Period the Servicer reasonably believes that the Outstanding Amount will be less than or equal to 5% of the Initial Note Balance as of the last day of such Collection Period and expects to provide the notice required in Section 5.01(a) and thereafter to purchase the 2021-A Exchange Note, the Servicer agrees to give to the Indenture Trustee notice thereof at least 30 days prior to the Payment Date on which such purchase is expected to be effected; provided that such notice shall not create an obligation on behalf of the Servicer to effect, nor be condition precedent to Servicer’s effecting, such purchase on such Payment Date.

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ARTICLE SIX

REPORTS AND NOTICES

Section 6.01.  Monthly Reports.

(a)          On or prior to each Determination Date, the Servicer will deliver to the Lender, the Collateral Agent, the Administrative Agent and the Transferor a Monthly Exchange Note Report for the related Collection Period; provided, that the Servicer may satisfy this obligation by delivering the Monthly Investor Report for the related Collection Period and the Monthly Investor Report also constitutes as the Monthly Exchange Note Report for this 2021-A Servicing Supplement.

(b)          On or prior to each Determination Date, the Servicer will deliver to the Trustees and the Transferor a Monthly Investor Report for the related Collection Period.

(c)          On or prior to the 15th day following each Payment Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each 2021-A Lease for the prior Collection Period as required by Item 1A of Form 10-D.

Section 6.02.  Notices and Certificates Under the Basic Servicing Agreement.  Any notice or certificate received by the Servicer or delivered by the Servicer under the Basic Servicing Agreement relating to the 2021-A Reference Pool will be forwarded by the Servicer to the Indenture Trustee within five Business Days of delivery or receipt thereof by the Servicer.

Section 6.03.  Annual Officer’s Certificate.

(a)          The Servicer will deliver to the Rating Agencies, the Transferor and the Trustees on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2021 an Officer’s Certificate signed by a Responsible Officer of the Servicer stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such shorter period in the case of the first such Officer’s Certificate) and of the performance of its obligations under this 2021-A Servicing Supplement has been made under such officer’s supervision and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this 2021-A Servicing Supplement in all material respects throughout such period or, if there has been a failure in the fulfillment of any such obligation, specifying each such failure known to such officer and the nature and status thereof.

(b)          The Servicer will deliver to the Transferor and the Trustees on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2021, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year (or such shorter period in the case of the first such report) including disclosure of any material instance of non-compliance identified by the Servicer, in the form specified by paragraph (b) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which report shall address each of the Servicing Criteria specified with respect to the Servicer in Exhibit E hereto delivered to the Issuer and the Administrator concurrently with the execution of this Agreement.

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(c)          Deliveries pursuant to this Section may be delivered by e-mail. A copy of the documents delivered pursuant to this Section may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

Section 6.04.  Annual Independent Public Accountants’ Attestation.

(a)          On or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2021, the Servicer shall cause a firm of independent public accountants (who may also render other services to the Servicer, the Transferor or their respective Affiliates) to furnish to the Transferor and the Trustees each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer during the related fiscal year (or such shorter period in the case of the first such attestation report) delivered by such accountants in the form specified by paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

(b)          Deliveries pursuant to this Section may be delivered by e-mail.  A copy of the documents delivered pursuant to this Section may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

Section 6.05.  Statements to Securityholders.  Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Issuer, but not later than the latest date permitted by law, the Servicer shall cause each Trustee to mail to each Person who at any time during such calendar year shall have been a Securityholder, a statement, prepared by the Servicer, containing certain information for such calendar year or, in the event such Person shall have been a Securityholder during a portion of such calendar year, for the applicable portion of such year, for the purposes of such Securityholder’s preparation of federal income tax returns.  In addition, the Servicer shall furnish to the Trustees for distribution to such Person at such time such other information necessary under Applicable Law for the preparation of such income tax returns.

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ARTICLE SEVEN

SERVICER EVENTS OF DEFAULT

Section 7.01.  Servicer Events of Default.

(a)          Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2021-A Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2021-A Exchange Note or to this 2021-A Servicing Supplement:

(i)          any failure by the Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2021-A Exchange Note under the Basic Servicing Agreement or this 2021-A Servicing Supplement that continues unremedied for ten Business Days after the earlier of the date on which (A) notice of such failure is given to the Servicer by the Indenture Trustee or (B) an Authorized Officer of the Servicer has actual knowledge of such failure;

(ii)         any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the 2021-A Servicing Agreement, which failure materially and adversely affects the rights of holders of interests in the 2021-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee;

(iii)        any representation, warranty or statement of the Servicer made in the 2021-A Servicing Agreement or any certificate, report or other writing delivered pursuant to the 2021-A Servicing Agreement shall prove to be incorrect in any material respect when made, which failure materially and adversely affects the rights of holders of interests in the 2021-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or

(iv)        the occurrence of an Insolvency Event with respect to the Servicer;

provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2021-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2021-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure.  Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2021-A Servicing Supplement.

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(b)          With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2021-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class.

(c)          In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2021-A Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences.  Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement.  No such waiver will extend to any subsequent or other event or impair any right consequent thereon.

(d)          On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2021-A Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement.  If the Indenture Trustee shall become Successor Servicer pursuant to this Section, the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer.  The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2021-A Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2021-A Bank Accounts or thereafter received with respect to the 2021-A Leases and 2021-A Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver.  In addition, the Servicer shall transfer its electronic records relating to the 2021-A Leases and 2021-A Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request.  All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.

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(e)          Notwithstanding Section 7.01(d), if the Indenture Trustee shall be unwilling so to act or if it is legally unable so to act, a Successor Servicer shall be appointed in accordance with Section 8.04 of the Basic Servicing Agreement.  Compensation for any Successor Servicer shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding).  The Indenture Trustee and such successor shall take such action, consistent with this 2021-A Servicing Supplement, as shall be necessary to effectuate any such succession.  The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 2021-A Servicing  Supplement.  Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder, the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder, the responsibilities of the Servicer set forth in Sections 3.05 and 3.10, or the obligations with respect to the payment or reimbursement of fees, expenses or other amounts (including indemnities other than those resulting from the actions of the Indenture Trustee as successor Servicer) of the Trustees or the Asset Representations Reviewer, the fees and expenses of the Trustees’ attorneys, or the Asset Representations Reviewer’s attorneys, the fees and expenses of any custodian and the fees and expenses of independent accountants or expenses incurred in connection with distributions and reports to the Noteholders.

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ARTICLE EIGHT

MISCELLANEOUS

Section 8.01.  Amendments.

(a)          This 2021-A Servicing Supplement and the Basic Servicing Agreement, as supplemented by this 2021-A Servicing Supplement, may be amended in accordance with Section 10.01 of the Basic Servicing Agreement without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this 2021-A Servicing Supplement that are not inconsistent with the provisions of this 2021-A Servicing Supplement; provided, that (i) the Servicer shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this 2021-A Servicing Supplement other than those provided for in Section 7.01(a) requires the consent of the Majority Noteholders of the Controlling Class (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the Required Reserve Amount for the 2021-A Reserve Account, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Notes or of the Controlling Class the consent of the Holders of which is required for any amendment to this 2021-A Servicing Supplement without the consent of all Holders of Notes or of the Controlling Class then Outstanding.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          Promptly upon the execution of any such amendment, (i) the Servicer will send a copy of such amendment to the Indenture Trustee and the Rating Agencies and (ii) the Indenture Trustee will deliver to each Holder of a 2021-A ABS Note a copy of such amendment.

Section 8.02.  Successors and Assigns.  All covenants and agreements in the Basic Servicing Agreement, as supplemented by this 2021-A Servicing Supplement, shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns.  Any request, notice, direction, consent, waiver or other instrument or action by the parties hereto shall bind their respective successors and assigns.

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Section 8.03.  Third-Party Beneficiaries.  The Issuer and the Indenture Trustee, as holder and pledgee, respectively, of the 2021-A Exchange Note, and their respective successors, permitted assigns and pledges are third-party beneficiaries of the obligations of the parties hereto and may directly enforce the performance of any such obligations hereunder.

Section 8.04.  No Petition.  Each of the Servicer and the Collateral Agent covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes and all outstanding Securities, it will not institute against, or join any Person in instituting against, the Titling Trust, the Initial Beneficiary or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A ABS Notes, the 2021-A Exchange Note or the 2021-A Basic Documents and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 8.05.  GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a)          THIS 2021-A SERVICING SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each party to this 2021-A Servicing Supplement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this 2021-A Servicing Supplement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this 2021-A Servicing Supplement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

Section 8.06.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS 2021-A SERVICING SUPPLEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 2021-A BASIC DOCUMENT.

Section 8.07.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this 2021-A Servicing Supplement or the 2021-A Servicing Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this 2021-A Servicing Supplement or the 2021-A Servicing Agreement, as applicable, and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this 2021-A Servicing Supplement or the 2021-A Servicing Agreement.

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Section 8.08.  Counterparts; Electronic Signatures.  This 2021-A Servicing Supplement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

Section 8.09.  Table of Contents and Headings.  The Table of Contents and the various headings in this 2021-A Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2021-A Servicing Supplement.

Section 8.10.  Conflict with Basic Servicing Agreement.  In the event of any conflict between this 2021-A Servicing Supplement and the Basic Servicing Agreement, the terms of this 2021-A Servicing Supplement will prevail.

Section 8.11.  No Recourse.  It is expressly understood and agreed by the parties that (i) this document is executed and delivered by BNYM, not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Titling Trust is made and intended not as personal representations, undertakings and agreements by BNYM but is made and intended for the purpose for binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYM, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall BNYM be personally liable for the payment of any indebtedness or expenses of the Titling Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust under this document or any other related documents.

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Section 8.12.  Each Exchange Note Separate; Assignees of Exchange Note.  Each party hereto acknowledges and agrees (and each holder or pledgee of the 2021-A Exchange Note, by virtue of its acceptance of such 2021-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be enforceable against such 2021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle included in the 2021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2021-A Exchange Note transferred hereunder which is related to the 2021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2021-A Exchange Note or the related 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2021-A Exchange Note related to the 2021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2021-A Reference Pool or, the 2021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

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IN WITNESS WHEREOF, the parties hereto have caused this 2021-A Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written.

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
DAIMLER TRUST,
as Titling Trust
By:	BNY MELLON TRUST OF DELAWARE (f/k/a BNYM (Delaware))
	(f/k/a The Bank of New York (Delaware)),
	not in its individual capacity but solely as Titling Trustee
By:	/s/ Kristine K. Gullo
	Name: Kristine K. Gullo
	Title: Vice President
DAIMLER TITLE CO.,
as Collateral Agent
By:	/s/ Melissa Rosal
	Name: Melissa Rosal
	Title: President

2021-A Servicing Supplement

EXHIBIT A

2021-A REFERENCE POOL ASSET SCHEDULE

(On file with the Collateral Agent)

A-1

EXHIBIT B

2021-A LEASE AND 2021-A VEHICLE REPRESENTATIONS AND WARRANTIES

(i)         Origination.  The 2021-A Lease is a Stand-Alone Lease that was originated (a) by a Dealer, (b) on or after October 2016, (c) pursuant to an agreement which allows for recourse to the Dealer in the event of certain defects in the 2021-A Lease (but not for a default by the related Lessee) and (d) in substantial compliance with the Credit and Collection Policy.

(ii)          Leases.  The 2021-A Lease constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of Section 9-102 of the UCC.

(iii)         Leased Vehicle.  The related 2021-A Vehicle is a Mercedes-Benz passenger car or sport utility vehicle that was new or had been used in the Courtesy Vehicle Program at the time of the origination of the related 2021-A Lease and is not powered by a diesel engine.

(iv)         Certificate of Title and Lienholder.  The 2021-A Vehicle was titled in a State, or the Servicer has started procedures that will result in the 2021-A Vehicle being titled, in accordance with the Titling Trust Agreement and in a manner acceptable to the related Registrar of Titles, and the Collateral Agent is or will be noted as lienholder of the 2021-A Vehicle (other than in Kansas, Missouri, Nebraska, Nevada or South Dakota) and such lien is a perfected first priority security interest.

(v)          Lessee.  The related Lessee is a Person other than MBFS USA, any Affiliate thereof or a Governmental Authority and, at the time of origination of the 2021-A Lease, based on information provided by the Lessee, the Lessee is located in and has a billing address within a State.

(vi)         Closed-End Lease; Payment in Dollars.  The 2021-A Lease is payable solely in Dollars in the United States and is a closed-end lease that provides for equal monthly payments by the Lessee, which scheduled payments, if made when due, fully amortize to an amount equal to the Booked Residual Value of the related 2021-A Vehicle based upon the related Contract Rate.

(vii)        One Original.  There is only one original executed copy or one authoritative copy of the 2021-A Lease, as applicable.  The Servicer, or its custodian, has possession or “control” (within the meaning of Section 9-105 of the applicable UCC), as applicable, of such original or authoritative copy, which does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Titling Trust.

(viii)       Compliance with Law.  The 2021-A Lease complied in all material respects at the time it was originated and, as of the 2021-A Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.

B-1

(ix)         Enforceability.  The 2021-A Lease was fully and properly executed by the parties thereto and such 2021-A Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights in general or principles of equity (whether considered in a suit at law or in equity).

(x)          Title to the Lease and Leased Vehicle.  Neither the 2021-A Lease nor the related 2021-A Vehicle has been sold, transferred, assigned, pledged or granted by any Dealer to any Person other than the Titling Trust.  The Titling Trust has good and marketable title to such 2021-A Lease and 2021-A Vehicle, free and clear of any Liens (other than Permitted Liens), participations and rights of others, including, to the knowledge of the Servicer, Liens or claims for work, labor or material relating to such 2021-A Vehicle (other than Permitted Liens).

(xi)         Lease in Full Force and Effect; No Waiver.  The 2021-A Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of the 2021-A Lease has been waived in any manner that causes or could cause such 2021-A Lease to not qualify with the other criteria set forth herein.

(xii)        No Defenses.  The 2021-A Lease is not subject to any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, set-off, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened.

(xiii)       Assignability.  The 2021-A Lease is fully assignable and does not require the consent of the related Lessee or any other Person as a condition to any transfer, sale or assignment of the rights thereunder to the Titling Trust.

(xiv)       Lease Term.  As of its origination date, the 2021-A Lease had an original Lease Term of no less than 24 months and no more than 60 months.

(xv)        Insurance.  As of the time of origination of the 2021-A Lease, the related lease agreement required the related Lessee to obtain physical damage insurance covering the related 2021-A Vehicle.

(xvi)       No Bankruptcy.  As of the 2021-A Cutoff Date, the Servicer has not received actual notice that the Lessee on any 2021-A Lease is a debtor in a bankruptcy proceeding.

(xvii)      No Extensions.  As of the 2021-A Cutoff Date, the 2021-A Lease is not subject to a current deferral and has not been extended, but may have otherwise been deferred in accordance with the Credit and Collection Policy or otherwise modified in accordance with the Credit and Collection Policy so long as such modification did not cause such 2021-A Lease to not qualify with the other criteria set forth herein.

B-2

(xviii)     Delinquencies; No Payment Default.  As of the 2021-A Cutoff Date, none of the 2021-A Leases is Delinquent by more than 30 days.  As of the 2021-A Cutoff Date, none of the 2021-A Leases is a Defaulted Lease.

(xix)       Securitization Value.  As of the 2021-A Cutoff Date, each 2021-A Lease had a Securitization Value not less than $15,000 and no more than $250,000.

(xx)        FICO Score.  As of its origination date, the Lessee under the 2021-A Lease had a FICO score of not less than 651.

(xxi)       No Allocation to Other Specified Interest.  The 2021-A Lease and the related 2021-A Vehicle allocated to the 2021-A Reference Pool has not been allocated to any Reference Pool other than the 2021-A Reference Pool.

(xxii)      Model Year.  The related 2021-A Vehicle has a model year between 2017 and 2021, inclusive.

B-3

EXHIBIT C

FORM OF MONTHLY INVESTOR REPORT

Mercedes-Benz Auto Lease Trust 2021-A
Investor Report

Collection Period Ended DD-Mon-YYYY
Amounts in USD

Dates
Collection Period No.	#
Collection Period (from... to)	DD-Mon-YYYY	DD-Mon-YYYY
Determination Date	DD-Mon-YYYY
Record Date	DD-Mon-YYYY
Payment Date	DD-Mon-YYYY
Interest Period of the Class A-1 Notes (from... to)	DD-Mon-YYYY	DD-Mon-YYYY	Actual/360 Days	#
Interest Period of the Class A-2, A-3 and A-4 Notes (from... to)	DD-Mon-YYYY	DD-Mon-YYYY	30/360 Days	#

Summary
	Initial Balance	Beginning Balance	Ending Balance	Principal Payment	Principal per $1000 Face Amount	Note Factor
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Total Note Balance	$	$	$	$
Overcollateralization
Total Securitization Value	$	$	$
present value of lease payments	$	$	$
present value of Base Residual Value	$	$	$

	Amount	Percentage
Initial Overcollateralization Amount	$	%
Target Overcollateralization Amount	$	%
Current Overcollateralization Amount	$	%

C-1

	Interest Rate	Interest Payment	Interest per $1000 Face Amount	Interest & Principal Payment	Interest & Principal Payment per $1000 Face Amount
Class A-1 Notes	%		$		$
Class A-2 Notes	%		$		$
Class A-3 Notes	%		$		$
Class A-4 Notes	%		$		$
Total		$		$
Total		$		$

	Initial Balance	Beginning Balance	Ending Balance
Exchange Note Balance	$	$	$

2021-A Available Collections
Lease Payments Received	$
Net Sales Proceeds-early terminations (including Defaulted Leases)	$
Net Sales Proceeds-scheduled terminations	$
Excess wear and tear included in Net Sales Proceeds	$
Excess mileage included in Net Sales Proceeds	$
Repurchase Payments	$
Advances made by the Servicer	$
Investment Earnings	$
Total Available Funds	$

Distribution on the Exchange Note
(1)    Total Servicing Fee and Nonrecoverable Servicer Advances	$
(2)    Exchange Note Interest Distributable Amount (____%)	$
(3)    Exchange Note Principal Distributable Amount	$
(4)   Any amounts by which the sum payable pursuant to Section 8.03(a)(i) through (vii) of the Indenture (or, if applicable, pursuant to Section 5.04(b)(i)through (vii) of the Indenture) exceed the sum of the Exchange Note Interest Distributable Amount and the Exchange Note Principal Distributable Amount	$
(5)   Remaining Funds Payable	$
Total Distribution	$

Available Funds ABS Notes
Total Exchange Note Payments	$
Reserve Account Draw Amount	$
Total Available Funds	$

C-2

ABS Note Distributions
(1)          Total Trustee Fees and any Asset Representations Reviewer fees (max $250,000 p.a.)	$
(2)          Interest Distributable Amount Class A Notes	$
(3)          Priority Principal Distribution Amount	$
(4)          To Reserve Fund to reach the Reserve Fund Required Amount	$
(5)          Regular Principal Distribution Amount	$
(6)          Additional Servicing Fee and Transition Costs	$
(7)          Total Trustee Fees and any Asset Representations Reviewer fees [not previously paid under (1)]	$
(8)          Excess Collections to Certificateholders	$
Total Distribution

Distribution Detail
	Amount Due	Amount Paid	Shortfall
Total Servicing Fee
Total Trustee Fee
Monthly Interest Distributable Amount
thereof on Class A-1 Notes
thereof on Class A-2 Notes
thereof on Class A-3 Notes
thereof on Class A-4 Notes
Interest Carryover Shortfall Amount
thereof on Class A-1 Notes
thereof on Class A-2 Notes
thereof on Class A-3 Notes
thereof on Class A-4 Notes
Interest Distributable Amount Class A Notes
Priority Principal Distribution Amount
Regular Principal Distribution Amount
Principal Distribution Amount

Reserve Fund and Investment Earnings

Reserve Fund

Reserve Fund Required Amount

Reserve Fund Amount - Beginning Balance

plus top up Reserve Fund up to the Required Amount

plus Net Investment Earnings for the Collection Period

minus Net Investment Earnings

minus Reserve Fund Draw Amount

Reserve Fund Amount - Ending Balance

Reserve Fund Deficiency

Investment Earnings

Net Investment Earnings on the Reserve Fund

Net Investment Earnings on the Exchange Note

Collection Account

Investment Earnings for the Collection Period

C-3

Notice to Investors
Pool Statistics
Pool Data
	Amount	Number of Leases
Cutoff Date Securitization Value
Securitization Value beginning of Collection Period
Principal portion of lease payments
Terminations- Early
Terminations- Scheduled
Repurchase Payment (excluding interest)
Gross Losses
Securitization Value end of Collection Period

Pool Factor	%
	As of Cutoff Date	Current
Weighted Average Securitization Rate
Weighted Average Remaining Term (months)
Weighted Average Seasoning (months)
Aggregate Base Residual Value
Cumulative Turn-in Ratio
Proportion of base prepayment assumption realized life to date
Actual lifetime prepayment speed

Delinquency Profile
Delinquency Profile*	Amount **	Number of Leases	Percentage
Current
31-60 Days Delinquent
61-90 Days Delinquent
91-120 Days Delinquent
Total

*A lease is not considered delinquent if the amount past due is less than 10% of the payment due under such lease

**Based on the actual Securitization Value of the respective leases”

Delinquency Trigger:

60+ Delinquent Leases to EOP Aggregate Securitization Value: 4.747%

Delinquency Trigger Occurred?          [Y/N]

C-4

Loss Statistics
Credit Loss	Current Amount	Cumulative Number of Leases	Amount	Number of Leases
Securitization Value of Defaulted Leases, Beg of Collection Period
Liquidation Proceeds
Recoveries
Principal Net Credit Loss / (Gain)
Net Credit Loss / (Gain) as % of Average Securitization Value (annualized):
Current Collection Period
Prior Collection Period
Second Prior Collection Period
Third Prior Collection Period
Four Month Average
Cumulative Net Credit Loss / (Gain) as % of Cutoff Date Securitization Value
Average Net Credit Loss / (Gain)

Residual Loss	Current Amount	Cumulative Number of Leases	Amount	Number of Leases
Securitization Value of Liquidated Leases, Beg of Collection Period
Sales Proceeds and Other Payments Received
Residual Loss / (Gain)
Residual Loss / (Gain) as % of Average Securitization Value (annualized):
Current Collection Period
Prior Collection Period
Second Prior Collection Period
Third Prior Collection Period
Four Month Average
Cumulative Residual Loss / (Gain) as % of Cutoff Date Securitization Value
Average Residual Loss / (Gain)

[For the first Monthly Investor Report following the Closing Date:]

The fair value of the Notes and the Certificates on the Closing Date is summarized as follows:

Class A-1 Notes $M (%), Class A-2 Notes $M (%), Class A-3 Notes $M (%), Class A-4 Notes $M (%), Certificates $M (%), Total $M (%).

The Depositor must retain a percentage interest in the Certificates with a fair value of at least 5% of the aggregate value of the Notes and Certificates, or $[insert dollar amount equal to 5% of the aggregate value of the Notes and Certificates], according to Regulation RR.

[Description of material differences, if any, in methodology or key inputs and assumptions.]

C-5

EXHIBIT D

FORM OF PERFORMANCE CERTIFICATION

Re:  Mercedes-Benz Auto Lease Trust 2021-A

The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer pursuant to the Sarbanes-Oxley Act of 2002:

1.            I have reviewed:

(i)           the servicer compliance statement of the Servicer provided in the form specified by Item 1123 of Regulation AB (the “Compliance Statement”);

(ii)          the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”);

(iii)          the registered public accounting firm’s attestation report provided in the form specified by Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”); and

(iv)          all servicing reports, officer’s certificates and other information relating to the servicing of the 2021-A Leases and 2021-A Vehicles by the Servicer during 20___ that were delivered by the Servicer to the Indenture Trustee pursuant to the Agreement (collectively, the “Servicing Information”).

2.            Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information.

3.            Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Indenture Trustee.

4.            I am responsible for reviewing the activities performed by Mercedes-Benz Financial Services USA LLC, as Servicer (the “Servicer”) under the 2021-A Servicing Supplement, dated as of January 1, 2021 (the “Agreement”), among Mercedes Benz Financial Services USA LLC, as the lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), Daimler Trust (the “Titling Trust”) and Daimler Title Co., as collateral agent (the “Collateral Agent”), and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects.

D-1

5.            The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Indenture Trustee.  Any material instances of noncompliance described in such reports have been disclosed to the Transferor.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Agreement.

Date: ____________________

MERCEDES-BENZ FINANCIAL SERVICES USA LLC
By:
	Name:
	Title:

D-2

EXHIBIT E

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference	Criteria	Applicable Servicing Criteria	Responsible Party
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.		Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.		Servicer
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.		Servicer
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.		Servicer
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	N/A for obligor disbursements	Servicer
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.		Servicer
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.		Servicer

E-1

Reference	Criteria	Applicable Servicing Criteria	Responsible Party
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.		Indenture Trustee
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.		Servicer Indenture Trustee
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.		Servicer
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.		Servicer Indenture Trustee
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.		Servicer Indenture Trustee
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.		Servicer Indenture Trustee

E-2

Reference	Criteria	Applicable Servicing Criteria	Responsible Party
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.		Servicer
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements		Servicer
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.		Servicer
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.		Servicer
1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.		Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.		Servicer
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.		Servicer
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).		Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	N/A

E-3

Reference	Criteria	Applicable Servicing Criteria	Responsible Party
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	N/A
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		Servicer
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

By:
	Name:
	Title:

E-4

APPENDIX 1

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”, “Appendix”, “subsection” or another subdivision or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, appendix, 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, or in any other certificate or other document made or delivered pursuant to any such agreement, 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.

(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

“2021-A ABS Notes” or “Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in each case substantially in the form of Exhibit A to the Indenture.

“2021-A Administration Agreement” means the 2021-A Administration Agreement, dated as of January 1, 2021, among the Issuer, the Administrator and the Indenture Trustee.

“2021-A Aggregate Base Residual Value” means, as of any date, the aggregate of the Base Residual Values of the 2021-A Leases as of such date.

“2021-A Aggregate Securitization Value” means, as of any date, the aggregate of the Securitization Values of the 2021-A Leases as of such date.

“2021-A Available Collections” means, for any Payment Date and the related Collection Period, the sum of (i) all amounts distributed to the 2021-A Exchange Noteholder pursuant to Section 5.01 of the 2021-A Exchange Note Supplement and (ii) investment earnings, net of any applicable investment losses and expenses, on funds on deposit in the 2021-A Bank Accounts.

“2021-A Available Funds” means, for any Payment Date and the related Collection Period, the sum of (i) 2021-A Available Collections and (ii) the 2021-A Reserve Account Draw Amount.

“2021-A Available Funds Shortfall Amount” means, for any Payment Date and the related Collection Period, the amount, if any, by which 2021-A Available Collections is less than the amount necessary to make the distributions in clauses (i) through (iii) of Section 8.03(a) of the Indenture.

“2021-A Bank Accounts” means the 2021-A Exchange Note Collection Account, the 2021-A Distribution Account and the 2021-A Reserve Account.

“2021-A Basic Documents” means (i) the Basic Documents, (ii) the 2021-A Servicing Supplement, (iii) the 2021-A Exchange Note Supplement, (iv) the Control Agreements, (v) the First-Tier Sale Agreement, (vi) the Second-Tier Sale Agreement, (vii) the Indenture, (viii) the 2021-A Administration Agreement, (ix) the Trust Agreement and (x) the Asset Representations Review Agreement.

“2021-A Closing Date” means January 27, 2021.

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“2021-A Collateral” has the meaning specified in the Granting Clause of the Indenture.

“2021-A Collections” means, for any Payment Date and the related Collection Period, the net amount collected or received by the Servicer on or in respect of the 2021-A Leases and 2021-A Vehicles during or in respect of such Collection Period and transferred to the 2021-A Exchange Note Collection Account in respect of (i) Base Monthly Payments (including Payments Ahead when received) and any other payments under the 2021-A Leases, in each case excluding any Administrative Charges, (ii) Repurchase Payments, (iii) Net Liquidation Proceeds, (iv) Excess Mileage/Wear and Tear Fees, (v) proceeds of Dealer Recourse Rights, (vi) Pull Ahead Payments, (vii) Servicer Advances made by the Servicer and (viii) in the case of an optional termination pursuant to Section 5.01 of the 2021-A Servicing Supplement, the price specified in such Section; provided, however, that 2021-A Collections shall not include (1) any amounts received with respect to a 2021-A Lease for which a Repurchase Payment was included in the Collections for any prior Collection Period and (2) any payments received on any 2021-A Lease to the extent that the Servicer has previously made a Servicer Advance with respect to such 2021-A Lease and is entitled to reimbursement from such payment.

“2021-A Cutoff Date” means, with respect to the 2021-A Reference Pool, the close of business on November 30, 2020.

“2021-A Cutoff Date Aggregate Securitization Value” means $1,489,899,733.86, the 2021-A Aggregate Securitization Value as of the 2021-A Cutoff Date.

“2021-A Distribution Account” means the account designated as such pursuant to Section 4.01(a)(ii) of the 2021-A Servicing Supplement.

“2021-A Exchange Note” means the note, substantially in the form set forth in Exhibit A to the 2021-A Exchange Note Supplement, duly executed and authenticated in accordance with the Basic Collateral Agency Agreement and the 2021-A Exchange Note Supplement.

“2021-A Exchange Note Balance” means, as of any date, the 2021-A Exchange Note Initial Principal Balance, reduced by payments of principal made on or prior to such date on the 2021-A Exchange Note.

“2021-A Exchange Note Collection Account” means the account designated as such pursuant to Section 4.01(a)(i) of the 2021-A Servicing Supplement.

“2021-A Exchange Note Final Scheduled Payment Date” means October 15, 2026.

“2021-A Exchange Note Initial Principal Balance” means $1,415,404,747.17, which is approximately 95% of the 2021-A Cutoff Date Aggregate Securitization Value.

“2021-A Exchange Note Interest Distributable Amount” means, with respect to any Payment Date and the related 2021-A Exchange Note Interest Period, the amount equal to the sum of (i) the aggregate amount of interest accrued on the 2021-A Exchange Note Balance at the 2021-A Exchange Note Interest Rate for the related 2021-A Exchange Note Interest Period, plus (ii) the portion of the 2021-A Exchange Note Interest Distributable Amount, if any, that was not paid on any prior Payment Date plus interest on such unpaid amount, to the extent permissible by Applicable Law, at the 2021-A Exchange Note Interest Rate.

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“2021-A Exchange Note Interest Period” means, with respect to the 2021-A Exchange Note and any Payment Date, the period from and including the 15^th day of the month in which the preceding Payment Date occurred (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the 2021-A Closing Date) to but excluding the 15^th day of the month in which such Payment Date occurs.

“2021-A Exchange Note Interest Rate” means a fixed rate of 0.33% per annum.

“2021-A Exchange Note Issuance Date” means the 2021-A Closing Date.

“2021-A Exchange Note Principal Distributable Amount” means, with respect to any Payment Date and the related Collection Period, the amount equal to the sum of (i) the difference between (a) the 2021-A Aggregate Securitization Value as of the close of business on the last day of the immediately preceding Collection Period, less (b) the 2021-A Aggregate Securitization Value as of the close of business on the last day of the related Collection Period, plus (ii) the portion of the 2021-A Exchange Note Principal Distributable Amount, if any, that was not paid on one or more prior Payment Dates; provided, that, for each Payment Date occurring on or after the Exchange Note Final Scheduled Payment Date, the 2021-A Exchange Note Distributable Payment Amount will equal the entire outstanding 2021-A Exchange Note Balance as of such Payment Date.

“2021-A Exchange Note Purchase Date” means, with respect to the purchase of the 2021-A Exchange Note pursuant to Section 5.01 of the 2021-A Servicing Supplement, the Payment Date specified by the Servicer pursuant to such Section.

“2021-A Exchange Note Purchase Price” means an amount equal to the 2021-A Exchange Note Balance as of the 2021-A Exchange Note Purchase Date, plus accrued and unpaid interest thereon.

“2021-A Exchange Note Supplement” means the 2021-A Exchange Note Supplement to the Basic Collateral Agency Agreement, dated as of January 1, 2021, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee.

“2021-A Exchange Noteholder” means initially, MBFS USA and, after giving effect to the transactions contemplated by the First-Tier Sale Agreement and the Second-Tier Sale Agreement, the Issuer.

“2021-A Lease” means a Lease identified as a “2021-A Lease” in the Schedule of 2021-A Reference Pool Assets and included in the 2021-A Reference Pool, excluding any Lease for which the Repurchase Payment has been paid by the Servicer pursuant to Section 3.05(a) of the 2021-A Servicing Supplement.

“2021-A Lease File” means, with respect to each 2021-A Lease, the related Lease File.

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“2021-A Reference Pool” means the Collateral Leases and Collateral Vehicles listed on the Schedule of 2021-A Reference Pool Assets.

“2021-A Reference Pool Servicing Fee” means, with respect to any Collection Period, (i) the product of (a) one-twelfth of 1.00% (or, with respect to the first Payment Date, one-sixth of 1.00%) and (b) the 2021-A Exchange Note Balance of the first day of such Collection Period, plus (ii) the portion, if any, of the 2021-A Reference Pool Servicing Fee for one or more prior Collection Periods that has not been paid.

“2021-A Reserve Account” means the account established pursuant to Section 4.01(a)(iii) of the 2021-A Servicing Supplement.

“2021-A Reserve Account Draw Amount” means, for any Payment Date and the related Collection Period, the lesser of (i) the amount on deposit in the 2021-A Reserve Account and (ii) the 2021-A Available Funds Shortfall Amount; provided, however, that, if on the last day of such Collection Period the Note Balance is zero, the 2021-A Reserve Account Draw Amount for that Payment Date will equal the amount on deposit in and available for withdrawal from the 2021-A Reserve Account after giving effect to all deposits to and withdrawals from the 2021-A Reserve Account on the preceding Payment Date.

“2021-A Secured Parties” means the Noteholders.

“2021-A Servicing Agreement” means the Basic Servicing Agreement, as supplemented by the 2021-A Servicing Supplement.

“2021-A Servicing Supplement” means the 2021-A Supplement to the Basic Servicing Agreement, dated as of January 1, 2021, among the Servicer, the Lender, the Titling Trust and the Collateral Agent.

“2021-A Vehicle” means the Mercedes-Benz passenger cars, sport utility vehicles and crossovers and smart automobiles allocated to the 2021-A Reference Pool.

“ABS Control Agreement” means the 2021-A Collateral Account Control Agreement, dated as of January 1, 2021, among the Issuer, the Indenture Trustee and U.S. Bank National Association, in its capacity as a securities intermediary.

“Additional Servicing Fee” means, with respect to any Payment Date and the related Collection Period, if a Successor Servicer has been appointed pursuant to the 2021-A Servicing Agreement, the amount, if any, by which (i) the compensation payable to such Successor Servicer for such Collection Period exceeds (ii) the 2021-A Reference Pool Servicing Fee for such Collection Period.

“Administrator” means MBFS USA, in its capacity as Administrator pursuant to the 2021-A Administration Agreement, and its successors in such capacity.

“ADR Organization” means the American Arbitration Association or, if the American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Servicer.

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“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

“Aggregate Scheduled Securitization Value” means, as of any date, the aggregate of the Scheduled Securitization Values of the 2021-A Leases as of such date.

“ALG Current Residual Value” means, with respect to a 2021-A Lease, the expected wholesale value of the related 2021-A Vehicle at its Maturity Date based on a residual value estimate of Book 6 (November/December edition) provided by Automotive Lease Guide in November 2020.

“ALG Residual Value” means, with respect to a 2021-A Lease, the expected wholesale value of a 2021-A Vehicle at its Maturity Date based on a residual value estimate provided by the Automobile Lease Guide at the time such 2021-A Lease was originated.

“Applicable Anti-Money Laundering Law” means the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the Financial Crimes Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions.

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

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of January 1, 2021, among the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer.

“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company.

“Authenticating Agent” has the meaning specified in the Indenture.

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“Authorized Officer” means (i) the “Authorized Officers” listed under the definition of the term “Authorized Officer” in Appendix A to the Collateral Agency Agreement; (ii) in the case of the Transferor, those individuals determined pursuant to Section 4.18(a) of the Transferor LLC Agreement; (iii) in the case of the Issuer or the Owner Trustee, any officer of the Owner Trustee or any agent acting pursuant to a power of attorney by the Issuer or the Owner Trustee who is authorized to act for the Issuer or the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the 2021-A Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the 2021-A Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the 2021-A Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the 2021-A Closing Date (as such list may be modified or supplemented from time to time thereafter); and (iv) in the case of the Indenture Trustee and the Note Registrar, 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, customarily performing functions similar to those performed by any of the above designated 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.

“Base Residual Value” means, with respect to a 2021-A Lease, the lowest of the (i) Residual Value, (ii) the ALG Residual Value and (iii) the ALG Current Residual Value.

“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 modified by Section 3(42) of ERISA) or any governmental, church, non‑U.S. or other plan that is subject to a Similar Law.

“Benefit Plan Investor” 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 modified by Section 3(42) of ERISA).

“Book-Entry Notes” means a beneficial interest in the 2021-A ABS Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Delaware, the State of Michigan, the State of Illinois or the State of Minnesota, are authorized by law, regulation or executive order to be closed.

“Certificate” means the Issuer’s Asset Backed Certificates issued pursuant to the Trust Agreement, substantially in the form of Exhibit B to the Trust Agreement.

“Certificate Percentage Interest” means, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of the holder of such Certificate in the Issuer.  The initial Certificate Percentage Interest held by the Depositor shall be 100%.

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“Certificateholder” means the Person in whose name a Certificate is registered on the Certificate Register.

“Certification Parties” means, collectively, the Certifying Person and the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates.

“Certifying Person” means an individual who signs the Sarbanes-Oxley Certification.

“Class” means a group of Notes whose form is identical except for variation in denomination, principal amount or owner, and references to “each Class” thus mean each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, collectively.

“Class A-1 Final Scheduled Payment Date” means February 15, 2022.

“Class A-1 Interest Rate” means 0.14694% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360 day year).

“Class A-1 Note Balance” means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes.

“Class A-1 Notes” means the $245,000,000 aggregate principal amount of the Issuer’s 0.14694% Class A-1 Asset Backed Notes, issued pursuant to the Indenture.

“Class A-2 Final Scheduled Payment Date” means March 15, 2023.

“Class A-2 Interest Rate” means 0.18% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class A-2 Note Balance” means, as of any date, the Initial Class A-2 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2 Notes.

“Class A-2 Notes” means the $490,000,000 aggregate principal amount of the Issuer’s 0.18% Class A-2 Asset Backed Notes, issued pursuant to the Indenture.

“Class A-3 Final Scheduled Payment Date” means January 16, 2024.

“Class A-3 Interest Rate” means 0.25% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class A-3 Note Balance” means, as of any date, the Initial Class A-3 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3 Notes.

“Class A-3 Notes” means the $428,000,000 aggregate principal amount of the Issuer’s 0.25% Class A-3 Asset Backed Notes, issued pursuant to the Indenture.

“Class A-4 Final Scheduled Payment Date” means October 15, 2026.

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“Class A-4 Interest Rate” means 0.32% per annum (computed on the basis of a 360-day year of twelve 30-day months).

“Class A-4 Note Balance” means, as of any date, the Initial Class A-4 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4 Notes.

“Class A-4 Notes” means the $110,860,000 aggregate principal amount the Issuer’s 0.32% Class A-4 Asset Backed Notes, issued pursuant to the Indenture.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and shall initially be DTC.

“Clearing Agency Participant” means a broker, dealer, bank or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Collection Period” means, with respect to any Payment Date, the immediately preceding calendar month (or, in the case of the first Collection Period, the period from but excluding the 2021-A Cutoff Date to and including the last day of the calendar month immediately preceding the calendar month in which the first Payment Date occurs).

“Commission” means the Securities and Exchange Commission.

“Control Agreements” means the ABS Control Agreement and the Titling Trust Control Agreement.

“Corporate Trust Office” means, with respect to

(i)          the Indenture Trustee and, for so long as the Indenture Trustee is the Note Registrar, the Note Registrar, the office of the Indenture Trustee at which its corporate trust business is administered, which on the 2021-A Closing Date is located at:

U.S. Bank National Association

190 S. LaSalle Street, Seventh Floor

Chicago, Illinois  60603

Attention: Structured Finance/MBALT 2021-A

E-mail: melissa.rosal@usbank.com

Telephone:  (312) 332-7496

Fax:  (312) 332-7996

or at such other address as each party may designate by notice to the Borrower, the Servicer and each Noteholder; and

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(ii)         the Owner Trustee, the office of the Owner Trustee at which its corporate trust business is administered, which on the 2021-A Closing Date is located at:

Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware  19890

Attention:  Corporate Trust Administration

E-mail: mhollis@wilmingtontrust.com

Telephone:  (302) 636-6293

Fax:  (302) 636-4140

or at such other address as the Owner Trustee may designate by notice to the Indenture Trustee and the Transferor, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Indenture Trustee and the Transferor.

“Courtesy Vehicle Program” means a program in which new Mercedes-Benz passenger car or sport utility vehicles are used by dealers for loaner, demonstration or similar purposes for a limited period and under 10,000 miles.

“Default” means any occurrence that with notice or the lapse of time or both would become an Event of Default.

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

“Definitive Note” means a definitive fully registered Note.

“Delaware Secretary of State” means the Secretary of State of the State of Delaware.

“Delaware Statutory Trust Act” means The Delaware Statutory Trust Act, 12 Del. C. §3801 et seq.

“Delinquency Trigger” means, for any Collection Period, that the aggregate Securitization Value of Leases in the 2021-A Reference Pool that are more than 60 days Delinquent (excluding Defaulted Lease and Liquidated Leases) as a percentage of the 2021-A Aggregate Securitization Value as of the last day of the Collection Period exceeds 4.747%.

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“Delinquent” means a Lease on which 10% or more of a scheduled payment required to be paid by the Lessee is more than two days past due.

“Depository Agreement” means the agreement between the Issuer and DTC, as the initial Clearing Agency, dated as of the 2021-A Closing Date.

“Determination Date” means, with respect to any Collection Period, two Business Days before the related Payment Date.

“DTC” means The Depository Trust Company.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval system.

“Eligible Account” means a trust account maintained with (i) a depository institution or trust company (a)(1) 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 each Rating Agency or (2) having corporate trust powers and a long-term unsecured debt rating that is rated “investment grade” by each Rating Agency (including a rating of, if Fitch is a Rating Agency, at least “A” by Fitch) and (b) which is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company or (ii) the Securities Intermediary that is also the Indenture Trustee (so long as the Indenture Trustee continues to meet the requirements set forth in Section 6.11 of the Indenture).

“Eligible State” means, with respect to the Titling Trust, any State in which the Titling Trust is, if and to the extent required by Applicable Law, qualified, authorized and licensed to hold title or other evidence of the interest in leased vehicles.

“Event of Default” has the meaning specified in Section 5.01 of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934 and any regulations promulgated thereunder.

“Exchange Act Reports” means any reports on Form 10-D, Form 8-K or Form 10-K required to be filed by the Transferor with respect to the Issuer under the Exchange Act.

“Exchange Note Supplement” means the 2021-A Exchange Note Supplement.

“FICO^®” means Fair Isaac & Co.

“Final Scheduled Payment Date” means with respect to (i) the Class A‑1 Notes, the Class A‑1 Final Scheduled Payment Date, (ii) the Class A‑2 Notes, the Class A‑2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date and (iv) the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date.

“First-Tier Assets” has the meaning specified in Section 2.01(a) of the First-Tier Sale Agreement.

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“First-Tier Sale Agreement” means the First-Tier Sale Agreement, dated as of January 1, 2021, between MBFS USA, as seller, and the Transferor, as purchaser.

“Fitch” means Fitch Ratings, Inc.

“Force Majeure” means any delay or failure in performance caused by acts beyond either the Issuer’s or the Servicer’s reasonable control, including acts of God, war, vandalism, sabotage, accidents, fires, floods, strikes, epidemics, pandemics, labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts or equipment, material, labor, or transportation, acts of subcontractors, interruption of utility services, acts of any unit of government or governmental agency, or any similar cause.

“Form 10-D Disclosure Item” means, with respect to any Person, any event specified in Part II of Schedule B to the 2021-A Exchange Note Supplement for which such Person is the responsible party, if such Person or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge of such event.

“Form 10-K Disclosure Item” means, with respect to any Person, (i) any Form 10-D Disclosure Item and (ii) any additional items specified in Part III of Schedule B to the 2021-A Exchange Note Supplement for which such Person is the responsible party, or if such Person is the Indenture Trustee or the Owner Trustee, a Responsible Officer of such Person has actual knowledge of such event.

“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.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off or recoupment against, and to deposit, set over and confirm pursuant to any 2021-A Basic Document.  A Grant of the 2021-A Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the 2021-A Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Indenture” means the Indenture, dated as of January 1, 2021, between the Issuer and the Indenture Trustee.

“Indenture Trustee” means U.S. Bank, in its capacity as indenture trustee under the Indenture, and its successors in such capacity.

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“Independent” means, with respect to any Person, that such Person (i) is in fact independent of the Issuer, any other obligor on the Notes, the Transferor, the Servicer and any of their respective Affiliates, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Transferor, the Servicer or any of their respective Affiliates and (iii) is not connected with the Issuer, any such other obligor, the Transferor, the Servicer or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or individual or entity performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and acceptable to the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” and the signer is Independent within the meaning thereof.

“Initial Class A-1 Note Balance” means $245,000,000.

“Initial Class A-2 Note Balance” means $490,000,000.

“Initial Class A-3 Note Balance” means $428,000,000.

“Initial Class A-4 Note Balance” means $110,860,000.

“Initial Note Balance” means, as the context may require, with respect to (i) all of the Notes, $1,273,860,000 or (ii) any Note, an amount equal to the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as the case may be.

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

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“Interest Distributable Amount” means, with respect to the 2021-A ABS Notes and any Payment Date and the related Interest Period, the sum of:

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

(ii)         in the case of (a) the Class A-1 Notes, the product of (1) the Note Balance for the Class A-1 Notes as of the first day of such Interest Period, times (2) the Class A-1 Interest Rate, times (3) a fraction, (A) the numerator of which is the actual number of days in the related Interest Period and (B) the denominator of which is 360 or (b) the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the product of (1) the Note Balance for the related Class as of the first day of such Interest Period, times (2) the Interest Rate for such Class, times (3) a fraction, (A) the numerator of which is 30 (or, in the case of the first Payment Date, 18) and (B) the denominator of which is 360.

“Interest Period” means, with respect to the 2021-A ABS Notes, with respect to any Payment Date and (i) the Class A-1 Notes, the period from and including the previous Payment Date (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the 2021-A Closing Date) to, but excluding, such Payment Date and (ii) the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the period from and including the 15^th day of the month in which the preceding Payment Date occurred (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the 2021-A Closing Date) to but excluding the 15^th day of the month in which such Payment Date occurs.

“Interest Rate” means the Class A-1 Interest Rate, Class A-2 Interest Rate, the Class A-3 Interest Rate and the Class A-4 Interest Rate, as applicable.

“Issuer” means Mercedes-Benz Auto Lease Trust 2021-A, a Delaware statutory trust.

“Issuer Basic Documents” means the 2021-A Basic Documents to which the Issuer is a party.

“Issuer Obligations” means all amounts and obligations which the Issuer may at any time owe under the 2021-A Basic Documents, including to the Indenture Trustee for the benefit of the Noteholders under the Indenture or the other 2021-A Basic Documents.

“Issuer Order” and “Issuer Request” means a written order of or request by the Issuer, signed by an Authorized Officer and delivered to the Indenture Trustee.

“Item 1119 Party” means the Transferor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer and any other material transaction party, as identified in Schedule A to the 2021-A Exchange Note Supplement.

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“Liquidated Lease” means, with respect to any Collection Period, a Lease (i) in respect of which the related Leased Vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of such Lease or (ii) that terminated more than 120 days prior to the end of such Collection Period and the related Leased Vehicle has not been sold or otherwise disposed of by the Servicer as of the end of such Collection Period.

 “Majority Noteholders” means, as of any date, the Holders of at least 51% of the Outstanding Amount of (i) the 2021-A ABS Notes or (ii) any Class of Notes, as indicated by the context.

“MBFS USA” means Mercedes-Benz Financial Services USA LLC.

“Monthly Investor Report” means, with respect to any Collection Period and the related Payment Date, a servicing report setting forth 2021-A Collections and certain other information regarding the 2021-A Reference Pool received during or in respect of such Collection Period and the payments due on such Payment Date with respect to the 2021-A Exchange Note and the 2021-A ABS Notes, in substantially the form of Exhibit C to the 2021-A Servicing Supplement.

“Monthly Remittance Condition” means that (i) MBFS USA is the Servicer and is a direct or indirect wholly owned subsidiary of Daimler AG, (ii) there exists no Servicer Event of Default and (iii) Daimler AG’s and MBFS USA’s short-term unsecured debt is rated in the highest short-term rating category (excluding any “+” signs associated with such rating) by each Rating Agency.

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

“Note Balance” means, as of any date, the sum of the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance and the Class A-4 Note Balance.

“Note Factor” means, with respect to each Class of 2021-A ABS Notes on any Payment Date, the four or more digit decimal equivalent of a fraction the numerator of which is the Outstanding Amount of such Class of 2021-A ABS Notes on such Payment Date (after giving effect to any payment of principal on such Payment Date) and the denominator of which is the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as applicable.

“Note Owner” means, with respect to any Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make payments to and distributions from the 2021-A Distribution Account, including payments of principal of or interest on the 2021-A ABS Notes on behalf of the Issuer.

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“Note Redemption Price” means, an amount equal to the sum of (i) the Note Balance as of the Redemption Date, (ii) the Interest Distributable Amount payable on the Payment Date on which the redemption occurs and (iii) all Issuer Obligations.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.05(a) of the Indenture.

“Noteholder” or “Holder” means, as of any date, the Person in whose name a 2021-A ABS Note is registered on the Note Register on the applicable Record Date.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Officer’s Certificate” means, with respect to (i) the Servicer, the Transferor or the Administrator, a certificate signed by the chairman of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer, the secretary, any assistant secretary or the controller of the Servicer, the Transferor or the Administrator, as the case may be, and (ii) the Issuer or the Owner Trustee, a certificate signed by any Authorized Officer of the Issuer or the Owner Trustee, under the circumstances described in, and otherwise complying with, Section 11.01 of the Indenture, and delivered to the Indenture Trustee.  Unless otherwise specified by the context, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of the Issuer.

“Opinion of Counsel” means a written opinion of counsel who may, except as otherwise provided in the 2021-A Basic Documents, be employees of or counsel to the Issuer, either Trustee, the Servicer, the Asset Representations Reviewer or any of their respective Affiliates and, in the case of an opinion of counsel to be delivered to a party to the 2021-A Basic Documents or another entity (i) is delivered by counsel reasonably acceptable to the related recipient and (ii) is addressed to the related recipient.

“Outstanding” means, as of any date, all 2021-A ABS Notes authenticated and delivered under the Indenture on or before such date except:

(i)          2021-A ABS Notes that have been cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii)         2021-A ABS Notes to the extent an amount necessary to pay all or such portion of such 2021-A ABS Notes has been deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such 2021-A ABS Notes on or before such date; provided that if such 2021-A ABS Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee; and

(iii)        2021-A ABS Notes in exchange for or in lieu of which other 2021-A ABS Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that a Protected Purchaser holds any such 2021-A ABS Notes;

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provided that in determining whether (a) the Noteholders of 2021-A ABS Notes evidencing the requisite Note Balance have given any request, demand, authorization, direction, notice, consent, or waiver under any 2021-A Basic Document, 2021-A ABS Notes owned by the Issuer, the Transferor, the Servicer or any of their respective Affiliates will be disregarded and deemed not to be Outstanding and (b) the Indenture Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only 2021-A ABS Notes that an Authorized Officer of the Indenture Trustee knows to be so owned will be disregarded and deemed not to be Outstanding; provided, further, that, notwithstanding the foregoing, Notes owned by the Issuer, the Transferor, the Servicer or any of their respective Affiliates will be treated as Outstanding if no other Notes remain Outstanding.

“Outstanding Amount” means, as of any date, the Note Balance of all Outstanding 2021-A ABS Notes.

“Outstanding Balance” means, with respect to a 2021-A Lease, the Securitization Value of such 2021-A Lease as of the 2021-A Cutoff Date less the principal portion of all payments made in respect of such 2021-A Lease since the 2021-A Cutoff Date.

“Owner Trustee” means Wilmington Trust, solely in its capacity as owner trustee under the Trust Agreement and not in its individual capacity, and any successor in such capacity.

“Paying Agent” means the Indenture Trustee or any other Person appointed as such pursuant to Section 3.11 of the Trust Agreement.

“Payment Date” means, with respect to the 2021-A Exchange Note and the 2021-A ABS Notes, the 15^th day of each calendar month, or, if such day is not a Business Day, the next Business Day, beginning February 16, 2021.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Performance Certification” means each certification delivered to the Certifying Person pursuant to Article Seven of the 2021-A Exchange Note Supplement.

“Permitted Investments” means, with respect to any 2021-A Bank Account, 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 obligations of, and obligations fully guaranteed as to timely payment by, the United States or its agencies;

(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;

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(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 a rating from each Rating Agency in the highest rating category granted thereby (or, if Fitch is a Rating Agency and if not rated by Fitch, from at least one Rating Agency and one other nationally recognized rating organization that rates such investment where the rating addresses the dual objective of preservation of capital and timely liquidity); and

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

Notwithstanding the foregoing, (a) except as otherwise provided in the 2021-A 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 2021-A 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 2021-A 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 and (c) no obligation or security may be a Permitted Investment unless (1) the Titling Trustee has Control over such obligation or security and (2) at the time such obligation or security was delivered to the Titling Trustee or the Titling Trustee or the 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.

“Personally Identifiable Information” or “PII” has the meaning set forth in the Asset Representations Review Agreement.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Principal Distribution Amount” means, for any Payment Date, to the extent of funds available for payment, the sum of the Priority Principal Distribution Amount and the Regular Principal Distribution Amount, not to exceed the outstanding Note Balance.

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“Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than zero, equal to (i) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date) or, in the case of the first Payment Date, the Initial Note Balance, minus (ii) the 2021-A Aggregate Securitization Value at the end of the related Collection Period; provided, however, that the Priority Principal Distribution Amount on and after the Final Scheduled Payment Date of any Class of the Notes will not be less than the amount that is necessary to reduce the Note Balance of that Class of Notes to zero.

“Provided Information” means, with respect to (i) the Indenture Trustee, the Servicing Criteria Assessment provided under Section 7.05 of the 2021-A Exchange Note Supplement by or on behalf of the Indenture Trustee, and (ii) the Servicer, the information provided pursuant to Sections 6.03 and 6.04 of the 2021-A Servicing Supplement by or on behalf of the Servicer.

“Rating Agency” means each of Moody’s and Standard & Poor’s; provided, however, that if either of Moody’s or Standard & Poor’s ceases to exist, Rating Agency shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Issuer to replace such Person, written notice of which designation shall have been given to the Transferor, the Servicer and the Trustees.

“Rating Agency Condition” means, with respect to any action, and each Rating Agency, either (i) written confirmation by that Rating Agency that such action will not cause such Rating Agency to qualify, reduce or withdraw any of its then-current ratings assigned to the Notes or (ii) that such Rating Agency has been given at least ten days’ prior written notice of such action and such Rating Agency has not issued any written notice that such action would cause such Rating Agency to qualify, reduce or withdraw any of its then-current ratings assigned to the Notes.

“Reallocation Request” means a request by a Requesting Party to the Servicer to purchase and reallocate a 2021-A Lease and related 2021-A Vehicle due to an alleged breach of a representation and warranty set forth in Section 3.03 of the Servicing Supplement.

“Record Date” means, with respect to a Payment Date or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date; provided, however, that if Definitive Notes have been issued pursuant to the Indenture, Record Date shall mean, with respect to the 2021-A ABS Notes and any Payment Date or Redemption Date, the last day of the preceding Collection Period.

“Redemption Date” means, with respect to the redemption of the 2021-A ABS Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Servicer pursuant to such Section.

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Registered Pledgee” means, with respect to the 2021-A Exchange Note, the Person listed in the Exchange Note Register as the registered pledgee of the 2021-A Exchange Note.

“Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than zero, equal to (i) the excess, if any, of (a) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date) or, in the case of the first Payment Date, the Initial Note Balance, minus (b) the 2021-A Aggregate Securitization Value as of the last day of the related Collection Period minus the Target Overcollateralization Amount minus (ii) the Priority Principal Distribution Amount, if any, with respect to such Payment Date.

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“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, subject to such clarification and interpretation as has been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Regulation RR” means Regulation RR under the Exchange Act.

“Reportable Event” means any event required to be reported on Form 8-K, including each event specified on Part IV of Schedule B of the 2021-A Exchange Note Supplement (i) for which such Person is the responsible party and (ii) of which such Person (or in the case of the Indenture Trustee, as Responsible Officer of such Person) has actual knowledge.

“Representatives” means MUFG Securities Americas Inc., Mizuho Securities USA LLC and TD Securities (USA) LLC, each in its capacity as representative of the underwriters named in the Underwriting Agreement.

“Repurchase Payment” means, with respect to a 2021-A Lease and the related 2021-A Vehicle required to be purchased by the Servicer pursuant to Section 3.05(a) of the 2021-A Servicing Supplement, the Outstanding Balance of such 2021-A Lease plus any accrued but unpaid interest thereon.

“Requesting Party” means the Issuer, the Owner Trustee, the Indenture Trustee (acting at the direction of the Noteholders or Note Owners in accordance with Section 3.11(a) of the 2021-A Servicing Supplement), any Noteholder or a Note Owner who provides to the requested party a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, in each case reasonably satisfactory to the requested party.

“Required Reserve Amount” means, (i) $3,724,749.33 (i.e., 0.25% of the 2021-A Cutoff Date Aggregate Securitization Value) or (ii) on any Payment Date occurring on or after the date on which the Outstanding Amount of the Notes has been reduced to zero, zero; provided that the Required Reserve Amount may not be greater than the Note Balance of the Notes.

“Reserve Initial Deposit” means, with respect to the 2021-A Reserve Account, $3,724,749.33 (i.e., 0.25% of the 2021-A Cutoff Date Aggregate Securitization Value).

“Responsible Officer” means any officer of the Indenture Trustee within the Corporate Trust Office, including any Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above-designated officers 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, in each case having direct responsibility for the administration of the Indenture.

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“Review” has the meaning stated in the Asset Representations Review Agreement.

“Review Assets” has the meaning stated in the Asset Representations Review Agreement and Section 3.10(c) of the Servicing Supplement.

“Review Notice” has the meaning stated in the Asset Representations Review Agreement.

“Review Report” has the meaning stated in the Asset Representations Review Agreement.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Sarbanes-Oxley Certification” means the certification concerning the Issuer, to be signed by an officer of the Servicer or the Transferor and submitted to the Commission pursuant to the Sarbanes-Oxley Act.

“Schedule of 2021-A Reference Pool Assets” means the Schedule of 2021-A Reference Pool Assets appearing as Exhibit B to the 2021-A Exchange Note Supplement and Exhibit A to the 2021-A Servicing Supplement.

“Scheduled Securitization Value” means, with respect to any 2021-A Lease and any Collection Period:

(i)          if such 2021-A Lease is not covered by clauses (ii) and (iii) below, as of the close of business on the last day of such Collection Period, the sum of the present values of (a) all scheduled remaining Base Monthly Payments due under that 2021-A Lease and (b) the Base Residual Value, in each case discounted by using the related Securitization Rate;

(ii)         if such 2021-A Lease became a Defaulted Lease during or prior to such Collection Period, zero; and

(iii)        if such 2021-A Lease became a Liquidated Lease, Extended Lease or a 2021-A Lease purchased by the Servicer pursuant to Section 3.05(a) of the 2021-A Servicing Supplement prior to such Collection Period, zero.

“Second-Tier Assets” has the meaning specified in Section 2.01(a) of the Second-Tier Sale Agreement.

“Second-Tier Sale Agreement” means the Second-Tier Sale Agreement, dated as of January 1, 2021, between the Transferor, as seller, and the Issuer, as purchaser.

“Securities” means the 2021-A ABS Notes and the Certificates.

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“Securities Act” means the Securities Act of 1933, 15 U.S.C. 77a et seq., and any regulations promulgated thereunder.

“Securities Intermediary” has the meaning specified in Section 1.01 of the ABS Control Agreement.

“Securitization Rate” means, for any 2021-A Lease and the related 2021-A Vehicle, the greater of (i) the Contract Rate set forth in the related lease agreement and (ii) 6.60%.

“Securitization Transaction” means any transaction involving a sale or other transfer of Leases and Leased Vehicles directly or indirectly to an issuing entity in connection with the issuance of publicly offered or privately placed rated or unrated asset-backed securities.

“Securitization Value” means, with respect to any 2021-A Lease:

(i)          for each 2021-A Lease as of the 2021-A Cutoff Date, the sum of the present values of (a) all remaining Base Monthly Payments due under that 2021-A Lease and (b) the Base Residual Value, in each case discounted by using the related Securitization Rate;

(ii)         for each 2021-A Lease that was not or did not become a Defaulted Lease or a Liquidated Lease as of the last day of any Collection Period, the Securitization Value of such 2021-A Lease as of the 2021-A Cutoff Date, less the principal portion of all payments made in respect of such 2021-A Lease since the 2021-A Cutoff Date;

(iii)        for which the related 2021-A Vehicle was repurchased by the Servicer during or prior to the Collection Period before its Maturity Date occurred, zero; and

(iv)        that became a Liquidated Lease or a Defaulted Lease during or prior to the Collection Period before its Maturity Date occurred, zero.

“Securityholder” means any Noteholder or Certificateholder, as applicable.

“Servicer Event of Default” means any of the Exchange Note Servicer Events of Default set forth in Section 7.01(a) of the 2021-A Servicing Supplement.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.

“Servicing Criteria Assessment” means a report of the Indenture Trustee’s assessment of compliance with the Servicing Criteria pursuant to Section 7.05 of the 2021-A Exchange Note Supplement during the immediately preceding calendar year, as set forth under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

“Servicing Supplement” means the 2021-A Servicing Supplement.

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

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“Standard & Poor’s” means S&P Global Ratings.

“Successor Servicer” means any entity appointed as a successor to the Servicer pursuant the 2021-A Servicing Agreement.

“Target Overcollateralization Amount” means, with respect to any Payment Date, 15.75% of the 2021-A Cutoff Date Aggregate Securitization Value.

“Test Fail” has the meaning stated in the Asset Representations Review Agreement.

“Titling Trust Agreement” means the amended and restated titling trust agreement, dated as of April 1, 2008, as amended by the amendment to the titling trust agreement, dated as of March 1, 2009, in each case among the Titling Trust Administrator, the Initial Beneficiary and the Titling Trustee.

“Titling Trust Control Agreement” means the Titling Trust Account Control Agreement, dated as of January 1, 2021, among the Titling Trust, the Indenture Trustee and U.S. Bank as securities intermediary.

“Transferor” means Daimler Trust Leasing LLC, a Delaware limited liability company.

“Transition Costs” means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Lease Files or any amendment to the 2021-A Servicing Agreement required in connection with the transfer of servicing.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 1, 2021, between the Transferor and the Owner Trustee.

“Trust Estate” has the meaning specified in the Indenture.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the Closing Date, unless otherwise specifically provided in the Indenture.

“Trustees” means the Indenture Trustee and the Owner Trustee.

“Underwriting Agreement” means the Underwriting Agreement, dated January 20, 2021, among the Transferor, MBFS USA and the Representatives.

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

“U.S. Bank” means U.S. Bank National Association.

“U.S. Bank Trust” means U.S. Bank Trust National Association.

“Wilmington Trust” means Wilmington Trust, National Association.

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EX-10.5

Exhibit 10.5

MERCEDES-BENZ AUTO LEASE TRUST 2021-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

Dated as of January 1, 2021

TABLE OF CONTENTS
		Page
ARTICLE ONE
USAGE AND DEFINITIONS
Section 1.01.	Capitalized Terms; Rules of Usage	1
ARTICLE TWO
ENGAGEMENT; ACCEPTANCE
Section 2.01.	Engagement; Acceptance	4
Section 2.02.	Confirmation of Status	4
ARTICLE THREE
ASSET REPRESENTATIONS REVIEW PROCESS
Section 3.01.	Review Notices and Identification of Review Assets	4
Section 3.02.	Review Materials	4
Section 3.03.	Performance of Reviews	5
Section 3.04.	Review Report	5
Section 3.05.	Review Representatives	6
Section 3.06.	Dispute Resolution	6
Section 3.07.	Limitations on Review Obligations	6
ARTICLE FOUR
ASSET REPRESENTATIONS REVIEWER
Section 4.01.	Representations and Warranties of the Asset Representations Reviewer	7
Section 4.02.	Covenants	8
Section 4.03.	Fees and Expenses	8
Section 4.04.	Limitation on Liability	10
Section 4.05.	Indemnification by Asset Representations Reviewer	10
Section 4.06.	Indemnification of Asset Representations Reviewer	10
Section 4.07.	Inspections of Asset Representations Reviewer	11
Section 4.08.	Delegation of Obligations	11
Section 4.09.	Confidential Information	11
Section 4.10.	Personally Identifiable Information	12

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		Page
ARTICLE FIVE
REMOVAL, RESIGNATION
Section 5.01.	Eligibility of the Asset Representations Reviewer	14
Section 5.02.	Resignation and Removal of Asset Representations Reviewer	14
Section 5.03.	Successor Asset Representations Reviewer	15
Section 5.04.	Merger, Consolidation or Succession	16
ARTICLE SIX
OTHER AGREEMENTS
Section 6.01.	Independence of the Asset Representations Reviewer	16
Section 6.02.	No Petition	16
Section 6.03.	Limitation of Liability of Owner Trustee	16
Section 6.04.	Termination of Agreement	17
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.01.	Amendments	17
Section 7.02.	Assignment; Benefit of Agreement; Third Party Beneficiaries	17
Section 7.03.	Notices	18
Section 7.04.	GOVERNING LAW	18
Section 7.05.	WAIVER OF JURY TRIAL	19
Section 7.06.	No Waiver; Remedies	19
Section 7.07.	Severability	19
Section 7.08.	Table of Contents and Headings	19
Section 7.09.	Counterparts; Electronic Signatures	19
Schedule A – Representations and Warranties, Review Materials and Tests		SA-1

ii

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-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”).

RECITALS

WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform a review of certain motor vehicle leases and leased vehicles for compliance with certain representations and warranties made with respect thereto; and

WHEREAS, the Asset Representations Reviewer desires to perform such review in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules of usage applicable to this Agreement.  Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the respective meanings set forth below for all purposes of this Agreement.  In the event of any conflict between a definition appearing below and any other 2021-A Basic Document, the definition appearing below shall control for purposes of this Agreement.

“2021-A Servicing Supplement” means the 2021-A Servicing Supplement, dated as of January 1, 2021, to the Basic Servicing Agreement, among the Servicer, MBFS USA, as Lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Annual Fee” has the meaning stated in Section 4.03(a).

“Annual Period” means each annual period commencing on the 2021-A Closing Date, in the case of the first such period, and otherwise on the most recent anniversary of the 2021-A Closing Date and ending on the next anniversary of the 2021-A Closing Date.

“ARR Indemnified Person” means the Asset Representations Reviewer and its officers, directors, employees and agents.

1

“Basic Collateral Agency Agreement” means the Amended and Restated Basic Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, the Administrative Agent, Daimler Title Co., as collateral agent, and MBFS USA, as lender and as servicer.

“Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including (i) lists of Review Assets and any related Review Materials, (ii) origination and servicing guidelines, policies and procedures and form contracts and (iii) notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives; provided, that Confidential Information will not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (b) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient, is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (c) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (d) the Issuer or the Servicer provides permission to the applicable Information Recipients to release.

“Eligible Representations” shall mean those representations identified within the “Tests” included in Schedule A.

“Information Recipients” means the Asset Representations Reviewer and its officers, directors, employees, agents, representatives or affiliates, including legal counsel.

“Issuer PII” means PII furnished by the Issuer, the Servicer or their respective Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

“Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.

“Review” means the completion by the Asset Representations Reviewer of the procedures listed under “Tests” in Schedule A for each Review Asset as described in Section 3.03.

“Review Assets” means those 2021-A Leases and 2021-A Leased Vehicles identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice according to Section 3.01.

“Review Fee” has the meaning stated in Section 4.03(b).

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“Review Materials” means the documents, data, and other information required for each “Test” in Schedule A.

“Review Notice” means a notice delivered to the Asset Representations Reviewer by the Indenture Trustee pursuant to Section 7.02 of the Indenture.

“Review Report” means the report prepared and delivered by the Asset Representations Reviewer pursuant to Section 3.04, which will, among other things, (i) indicate for each Review Asset whether there was a Test Pass, Test Fail or Test Complete for each related Test, (ii) include, for each Test Fail or Test Complete, the related reason for such Test Fail or Test Complete, including (for example) whether the Review Asset was a Test Fail as a result of missing or incomplete Review Materials and (iii) contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received.

“Test Complete” has the meaning stated in Section 3.03(c).

“Test Fail” has the meaning stated in Section 3.03(a).

“Test Pass” has the meaning stated in Section 3.03(a).

“Tests” mean the procedures listed in Schedule A, as applied to the process described in Section 3.03.

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ARTICLE TWO

ENGAGEMENT; ACCEPTANCE

Section 2.01.  Engagement; Acceptance.  The Issuer hereby engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer.  Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

Section 2.02.  Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not responsible for (i) reviewing the 2021-A Leases and 2021-A Leased Vehicles for compliance with the representations and warranties under the 2021-A Servicing Supplement, except as otherwise described in this Agreement, or (ii) determining whether noncompliance with the representations or warranties constitutes a breach of the 2021-A Servicing Supplement.

ARTICLE THREE

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.01.  Review Notices and Identification of Review Assets.  On receipt of a Review Notice from the Indenture Trustee pursuant to Section 7.02 of the Indenture, the Asset Representations Reviewer will start a Review.  Once a Review Notice has been issued, the Servicer will provide the list of Review Assets to the Asset Representations Reviewer within ten Business Days.

The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice and the related list of Review Assets is received.  The Asset Representations Reviewer is not obligated to verify (i) whether the Indenture Trustee properly determined that a Review Notice was required or (ii) the accuracy or completeness of the list of Review Assets provided by the Servicer.

Section 3.02.  Review Materials.

(a)          Access to Review Materials.  Within 60 days of the delivery of a Review Notice, the Servicer will provide the Asset Representations Reviewer with access to the Review Materials for all Review Assets in one or more of the following ways: (i) by providing access to the Servicer’s systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials.  The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects, and not misleading in any material respect.

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(b)          Missing or Insufficient Review Materials.  The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 30 days before completing the Review.  The Servicer will have 60 days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency.  If the missing Review Materials or such other documents or information have not been provided by the Servicer within 60 days, the related Review Report will report a Test Fail for each Test that requires use of the missing or insufficient Review Materials.

Section 3.03.  Performance of Reviews.

(a)          Test Procedures.  For a Review, the Asset Representations Reviewer will perform, for each Review Asset, the Tests for each Eligible Representation.  In the course of its review, the Asset Representations Reviewer will use the Review Materials listed in Schedule A.  For each Test and Review Asset, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b)          Review Period.  The Asset Representations Reviewer will complete the Review within 60 days of receiving access to the Review Materials.  If, however, additional Review Materials are provided to the Asset Representations Reviewer as described in Section 3.02(b), the Review period will be extended for an additional 30 days.

(c)          Completion of Review for Certain Review Assets.  Following the delivery of the list of the Review Assets and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Asset has been paid in full by the related Lessee or purchased from the Issuer in accordance with the terms of the 2021-A Servicing Agreement.  On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Asset, and the Review of such Review Assets will be considered complete (a “Test Complete”).  In this case, the related Review Report will indicate a Test Complete for such Review Asset and the related reason.

(d)          Duplicative Tests.  If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Asset, but will report the results of the Test for each applicable representation and warranty on the Review Report.

(e)          Termination of Review.  If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer no less than five days before that Payment Date.  On receipt of such notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.

Section 3.04.  Review Report.  Within five Business Days after the end of the applicable Review period under Section 3.03(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report.  The Asset Representations Reviewer will ensure that the Review Report does not contain any Personally Identifiable Information.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional details on the Test results.

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Section 3.05.  Review Representatives.

(a)          Servicer Representative.  The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Servicer’s originations, leases or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b)          Asset Representations Review Representative.  The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer, the Servicer and the Administrator during the performance of a Review.

(c)          Questions About Review.  The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Review Report.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Servicer.

Section 3.06.  Dispute Resolution.  If a Review Asset that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section 3.11 of the 2021-A Servicing Supplement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid, in the case of (i) an arbitration, by a party to the dispute resolution as determined by the arbitrator for the dispute resolution, and (ii) a mediation, as the parties shall mutually determine, in each case according to Section 3.11 of the 2021-A Servicing Supplement.  If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer pursuant to Section 4.03(d).

Section 3.07.  Limitations on Review Obligations.

(a)          Review Process Limitations.  The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture; (ii) to determine which 2021-A Leases and 2021-A Leased Vehicles are subject to a Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain missing or insufficient Review Materials, (v) to take any action or cause any other party to take any action under any of the 2021-A Basic Documents to enforce any remedies for breaches of representations or warranties about the Eligible Representations, (vi) to determine the reason for the delinquency of any Review Asset, the creditworthiness of any Lessee, the overall quality of any Review Asset or the compliance by the Servicer with its covenants with respect to the servicing of such Review Asset, or (vii) to establish cause, materiality or recourse for any failed Test.

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(b)          Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform the Tests listed under Schedule A, and will not be obligated to perform additional procedures on any Review Asset or to provide any information other than a Review Report.  However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Asset that it determines in good faith to be material to the Review.

ARTICLE FOUR

ASSET REPRESENTATIONS REVIEWER

Section 4.01.  Representations and Warranties of the Asset Representations Reviewer.  The Asset Representations Reviewer hereby makes the following representations and warranties as of the 2021-A Closing Date:

(a)          Organization and Qualification.  The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good standing under the laws of State of Delaware.  The Asset Representations Reviewer is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b)          Power, Authority and Enforceability.  The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as enforcement may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)          No Conflicts and No Violation.  The completion of the transactions  contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or constitute a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

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(d)          No Proceedings.  To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)          Eligibility.  The Asset Representations Reviewer meets the eligibility requirements in Section 5.01.

Section 4.02.  Covenants.  The Asset Representations Reviewer covenants and agrees that:

(a)          Eligibility.  It will notify the Issuer and the Servicer promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.01.

(b)          Review Systems; Personnel.  It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems.  The Asset Representations Reviewer will ensure that these systems allow for each Review Asset and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

(c)          Maintenance of Review Materials.  It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of at least two years after any termination of this Agreement.

Section 4.03.  Fees and Expenses.

(a)          Annual Fee.  As compensation for its activities hereunder, the Asset Representations Reviewer shall be entitled to receive an annual fee (the “Annual Fee”) with respect to each Annual Period prior to the termination of the Issuer, in an amount equal to $5,000.  The Annual Fee will be paid by the Issuer on the 2021-A Closing Date and on each anniversary of the 2021-A Closing Date until this Agreement is terminated; provided, however, that if the Asset Representations Reviewer resigns or is removed in accordance with Section 5.02, then the Asset Representations Reviewer shall refund to the Issuer a portion of the Annual Fee attributable to the portion of the annual period during which the Asset Representations Reviewer will no longer act as the Asset Representations Reviewer, assuming for purposes of such calculation that the Annual Fee for each day during the annual period is an amount equal to the Annual Fee divided by 365.

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(b)          Review Fee.  Following the completion of a Review and the delivery of the related Review Report pursuant to Section 3.04, or the termination of a Review according to Section 3.03(e), and the delivery to the Indenture Trustee and the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $175 for each Review Asset for which the Review was started (the “Review Fee”), payable by the Issuer.  No Review Fee will be charged for any Review Asset which was included in a prior Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Review according to Section 3.03(c) or due to missing or insufficient Review Materials under Section 3.02(b).  If the detailed invoice is submitted on or before the first day of a month, the Review Fee will be paid by the Issuer according to the priority of payments in the Indenture on the Payment Date in that month.  If a Review is terminated according to Section 3.03(e), however, the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review no later than ten Business Days before the final Payment Date to be reimbursed on such final Payment Date.

(c)          Reimbursement of Travel Expenses.  If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review upon receipt of a detailed invoice.

(d)          Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.06 and its reasonable out-of-pocket expenses for participating in the proceeding are not paid by a party to the dispute resolution within 90 days after the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice.

(e)          Payment of Invoices.  When applicable pursuant to this Section, the fees and expenses of the Asset Representations Reviewer are to be paid via the priority of payments described in Section 5.04(b) or 8.03 of the Indenture, as applicable.  The Asset Representations Reviewer will issue invoices to the Issuer at the notices addresses set forth in Section 11.04 of the Indenture and Issuer shall pay all invoices submitted by the Asset Representations Reviewer within 30 days following the receipt by the Issuer, in accordance with the priority of payments described in Section 5.04(b) or 8.03 of the Indenture, as applicable.  The Administrator shall promptly pay to the Asset Representations Reviewer the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed by the Issuer on any Payment Date in accordance with the terms of Section 5.04(b) or 8.03 of the Indenture, as applicable; provided that the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent it subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such Sections.  For the avoidance of doubt, the aggregate limit on the Asset Representations Reviewer fees, expenses and indemnities specified in Section 8.03 of the Indenture shall not apply to payments made or to be made by the Administrator to the Asset Representations Reviewer pursuant to this subsection.

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Section 4.04.  Limitation on Liability.  The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  The Asset Representations Reviewer will, however, be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement, but in no event will it be liable for special, indirect or consequential losses or damages (including lost profit), even if it has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.05.  Indemnification by Asset Representations Reviewer.  The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities, including any legal fees or expenses incurred in connection with the enforcement of the Asset Representations Reviewer’s indemnification or other obligations hereunder, resulting from the Asset Representations Reviewer’s (i) willful misconduct, bad faith or negligence in performing its obligations under this Agreement and (ii) breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.06.  Indemnification of Asset Representations Reviewer.

(a)          Indemnification.  The Issuer will, or will cause the Administrator to, indemnify each ARR Indemnified Person for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from the Asset Representations Reviewer’s (i) willful misconduct, bad faith or negligence or (ii) breach of any of its representations or warranties in this Agreement.

(b)          Proceedings.  Promptly on receipt by an ARR Indemnified Person of notice of a Proceeding against it, such ARR Indemnified Person will, if a claim is to be made under Section 4.06(a), notify the Issuer and the Administrator of the Proceeding.  The Issuer and/or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Issuer or the Administrator notifies an ARR Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to such ARR Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to such ARR Indemnified Person, the Issuer and the Administrator will not be liable for fees and expenses of counsel to such ARR Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, and an ARR Indemnified Person.  If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the ARR Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Issuer and the Administrator and the ARR Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

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(c)          Survival of Obligations.  The Issuer’s and the Administrator’s obligations under this Section will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(d)          Repayment.  If the Issuer or the Administrator makes any payment under this Section and an ARR Indemnified Person later collects any of the amounts for which the payments were made to it from others, such ARR Indemnified Person will promptly repay the amounts to the Issuer or the Administrator, as applicable.

Section 4.07.  Inspections of Asset Representations Reviewer.  The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review its books of account, records, reports and other documents and materials relating to (a) the performance of its obligations under this Agreement, (b) payments of its fees and expenses for its performance of its obligations under this Agreement and (c) a claim made by it under this Agreement.  In addition, the Asset Representations Reviewer will permit representatives of the Issuer, the Servicer or the Administrator to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees.  Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence the foregoing information except if disclosure may be required by Applicable Law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other 2021-A Basic Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.08.  Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the prior written consent of the Issuer and the Servicer.

Section 4.09.  Confidential Information.

(a)          Treatment.  The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information.  The Confidential Information will not, without the prior written consent of the Issuer and the Servicer, be disclosed or used by any Information Recipient other than for the purposes of performing Reviews of Review Assets or performing its obligations under this Agreement.  The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not, (i) purchase or sell securities issued by the Servicer or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b)          Protection.  The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care.  The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.10.

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(c)          Disclosure.  If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by a Governmental Authority to disclose part of the Confidential Information, it may disclose such Confidential Information.  Before any such disclosure, however, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer’s expense, in the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief from the disclosure of such Confidential Information.  If the Issuer and the Servicer are unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(d)          Responsibility for Information Recipients.  The Asset Representations Reviewer will be responsible for a breach of this Section by its Information Recipients.

(e)          Violation.  The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Issuer or the Servicer to enforce this Section, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

Section 4.10.  Personally Identifiable Information.

(a)          Use of Issuer PII.  The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as otherwise provided in this Agreement.  The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Issuer PII.  The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement.  These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(b)          Additional Limitations.  In addition to the use and protection requirements described in Section 4.10(a), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

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(i)          The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii)         The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(c)          Notice of Breach.  The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

(d)          Return or Disposal of Issuer PII.  Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer.  Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

(e)          Compliance; Modification.  The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section.  The Asset Representations Reviewer and the Issuer agree to modify this Section as necessary for either party to comply with applicable law.

(f)          Audit of Asset Representations Reviewer.  The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Issuer agrees to make reasonable efforts to schedule any audit described in this Section with the inspections described in Section 4.07.  The Asset Representations Reviewer will also permit the Issuer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

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(g)          Affiliates and Third Parties.  If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party will be an intended third-party beneficiary of this Section, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII related terms of this Section against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE FIVE

REMOVAL, RESIGNATION

Section 5.01.  Eligibility of the Asset Representations Reviewer.  The Asset Representations Reviewer must be a Person who (i) is not Affiliated with the Issuer, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (ii) was not, and is not, Affiliated with a Person that was engaged by the Issuer, the Depositor, the Servicer or any Underwriter to perform any due diligence on the 2021-A Leases and 2021-A Leased Vehicles prior to the 2021-A Closing Date.

Section 5.02.  Resignation and Removal of Asset Representations Reviewer.

(a)          No Resignation.  The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law.  In such event, the Asset Representations Reviewer will deliver a notice of its resignation to the Issuer and the Servicer, together with an Opinion of Counsel supporting its determination.

(b)          Removal.  If any of the following events occur, the Issuer, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i)          the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.01;

(ii)         the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)       an Insolvency Event of the Asset Representations Reviewer occurs.

(c)          Notice of Resignation or Removal.  The Issuer will notify the Servicer and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d)          Continue to Perform After Resignation or Removal.  The Asset Representations Reviewer will continue to perform its obligations under this Agreement until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.03(b).

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Section 5.03.  Successor Asset Representations Reviewer.

(a)          Engagement of Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.01.

(b)          Effectiveness of Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c)          Transition and Expenses.  If the Asset Representations Reviewer resigns or is removed, it will cooperate with the Issuer and the Servicer and take all actions reasonably requested to assist the Issuer in making an orderly transition of its rights and obligations under this Agreement to the successor Asset Representations Reviewer.  The Asset Representations Reviewer will pay the reasonable expenses of transitioning its obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer and the Servicer or the successor Asset Representations Reviewer.

15

Section 5.04.  Merger, Consolidation or Succession.  Any Person (i) into which the Asset Representations Reviewer is merged or consolidated, (ii) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (iii) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.01, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer, the Servicer and the Administrator an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE SIX

OTHER AGREEMENTS

Section 6.01.  Independence of the Asset Representations Reviewer.  The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless expressly authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer.  Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.  For the avoidance of doubt, the Indenture Trustee will not be responsible for monitoring the performance by the Asset Representations Reviewer of its obligations under this Agreement.

Section 6.02.  No Petition.  Each of the parties to this Agreement covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes and all outstanding Securities, it will not institute against, or join any Person in instituting against, the Titling Trust, the Initial Beneficiary, the Issuer or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A ABS Notes, the 2021-A Exchange Note or the 2021-A Basic Documents and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 6.03.  Limitation of Liability of Owner Trustee.  It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by WTNA, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by WTNA but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on WTNA, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) WTNA has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall WTNA be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

16

Section 6.04.  Termination of Agreement.  This Agreement will terminate, except for the obligations under Section 4.05, on the earlier of (i) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (ii) the date the Issuer is terminated under the Trust Agreement.

ARTICLE SEVEN

MISCELLANEOUS PROVISIONS

Section 7.01.  Amendments.

(a)          The parties may amend this Agreement:

(i)          to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case without the consent of the Noteholders or any other Person;

(ii)         to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Noteholders; or

(iii)       to add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered under Section 7.01(a)(ii), with the consent of the Majority Noteholders.

(b)          Notwithstanding anything to the contrary in this Section, any amendment to this Agreement that affects the rights or the obligation of either the Indenture Trustee or the Owner Trustee will require the consent of the Indenture Trustee or the Owner Trustee, as applicable.

Section 7.02.  Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)          Assignment.  Except as stated in Section 5.04, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)          Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.

17

Section 7.03.  Notices.

(a)          Notices to Parties.  Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing.  Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply e-mail or reply facsimile from the recipient, (b) an e-mail, when receipt is confirmed by telephone or by reply e‑mail from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) and (ii)(c) above.

(b)          Notice Addresses.  Any notice, request, demand, consent, waiver or other communication will be addressed as stated in the 2021-A Administration Agreement or this  Agreement, as applicable, or to another address as a party may give by notice to the other parties.

In the case of the Asset Representations Reviewer, all such notices, including Review Notices, shall be sent to:

Via electronic mail to ARRNotices@clayton.com

and to:

Clayton Fixed Income Services LLC

2638 South Falkenburg Road

Riverview, Florida 33578

Attn: SVP

with a copy to:

Clayton Fixed Income Services LLC

720 S. Colorado Blvd., Suite 200

Glendale, Colorado 80246

Attn: General Counsel

In the case the Administrator or the Servicer, all such notices shall be sent to:

Mercedes-Benz Financial Services USA LLC

36455 Corporate Drive

Farmington Hills, Michigan 48331

Attention:  Steven C. Poling (e-mail: steven.c.poling@daimler.com)

Section 7.04.  GOVERNING LAW.

18

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.05.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 2021-A BASIC DOCUMENT.

Section 7.06.  No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.07.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this Agreement.

Section 7.08.  Table of Contents and Headings.  The Table of Contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 7.09.  Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

19

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written

MERCEDES-BENZ AUTO LEASE TRUST 2021-A,
as Issuer
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Matthew Hollis
	Name: Matthew Hollis
	Title: Banking Officer
MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
as Servicer and Administrator
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President
CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer
By:	/s/ Kevin Miller
	Name: Kevin Miller
	Title: Treasurer

2021-A Asset Representation Review Agreement

SCHEDULE A

REPRESENTATIONS AND WARRANTIES, REVIEW MATERIALS AND TESTS

Representation (1) - Origination

The 2021-A Lease is a Stand-Alone Lease that was originated (a) by a Dealer, (b) on or after October 2016, (c) pursuant to an agreement which allows for recourse to the Dealer in the event of certain defects in the 2021-A Lease (but not for a default by the related Lessee) and (d) in substantial compliance with the Credit and Collection Policy.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement was signed by the Lessee and the Lessor

(ii)        Confirm the lease agreement form number and revision date are on the List of Approved Contract Forms

(iii)       Confirm the lease agreement is dated on or after October 2016

(iv)        Confirm the dealer agreement contains provisions which allow for recourse to the Dealer in the event of certain defects in the Lease, outside of  default by the related Lessee

(v)         Confirm there is no evidence the lease agreement is not in compliance with the Credit and Collection Policy

(vi)        If section (i) through (v) are confirmed, then Test Pass

Representation (2) - Leases

The 2021-A Lease constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of Section 9-102 of the UCC.

Review Materials

- Lease agreement

- Title documents

Procedures to be Performed

(i)          Confirm there is a signature under the appropriate Lessee, Co-lessee and Lessor signature lines within the lease agreement

SA-1

(ii)         Confirm the lease agreement reports a monetary obligation greater than zero

(iii)       Confirm the assignment section of the lease agreement lists the  Titling Trust as the sole assignee

(iv)        If sections (i) through (iii) are confirmed, then Test Pass

Representation (3) – Leased Vehicle

The related 2021-A Vehicle is a Mercedes-Benz passenger car or sport utility vehicle that was new or had been used in the Courtesy Vehicle Program at the time of the origination of the related 2021-A Lease and is not powered by a diesel engine.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the vehicle description section of the lease agreement reports that the leased vehicle is a new vehicle or had been used in the Courtesy Vehicle Program

(ii)         Confirm the vehicle description section of the lease agreement reports that the leased vehicle is a Mercedes-Benz passenger car, sport utility vehicle or a smart automobile and is not powered by a diesel engine

(iii)       If sections (i) and (ii) are confirmed, then Test Pass

Representation (4) – Certificate of Title and Lienholder

Each 2021-A Vehicle was titled, or the Servicer has started procedures that will result in the 2021-A Vehicle being titled, in one of the 50 states of the United States or the District of Columbia and the Collateral Agent is or will be noted as lienholder of the 2021-A Vehicle (other than in Kansas, Missouri, Nebraska, Nevada or South Dakota) and such lien is a perfected first priority security interst.

Review Materials

- Lease agreement

- Title documents

- Lease file

Procedures to be Performed

(i)          Confirm the title lists the Collateral Agent as the first priority lienholder or evidence of an application for such title is present

SA-2

(ii)         Confirm the Vehicle Identification Number (VIN) listed on the title matches the VIN number on the lease agreement

(iii)       Confirm there is no evidence of any lien that would take priority over the Collateral Agent’s security interest

(iv)        If sections (i) through (iii) are confirmed, then Test Pass

Representation (5) - Lessee

The related Lessee is a Person other than MBFS USA, any Affiliate thereof or a Governmental Authority and, at the time of origination of the 2021-A Lease, based on information provided by the Lessee, the Lessee is located in and has a billing address within a State.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the Lessee is not reported as MBFS USA, an affiliate or a governmental authority

(ii)        Confirm the Lessee’s address as reported on the lease agreement is located within the United States

(iii)       If sections (i) and (ii) are confirmed, then Test Pass

Representation (6) – Closed-End Lease; Payment in Dollars

The 2021-A Lease is payable solely in Dollars in the United States and is a closed-end lease that provides for equal monthly payments by the Lessee, which scheduled payments, if made when due, fully amortize to an amount equal to the Booked Residual Value of the related 2021-A Vehicle based upon the related Contract Rate.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement represents a closed end lease

(ii)        Confirm the lease agreement is denominated in US dollars

(iii)       Confirm the monthly payments section of the lease agreement calls for level monthly payments over the entire lease term with the possible exception of the first and last payment

SA-3

(iv)        Calculate the product of the level monthly payment with the number of payments due over the lease term and confirm this amount fully amortizes to the Booked Residual Value of the related 2021-A Vehicle based upon the related Contract Rate

(v)          If sections (i) through (iv) are confirmed, then Test Pass

Representation (7) – One Original

There is only one original executed copy or authoritative copy, as applicable, of the 2021-A Lease.  The Servicer, or its custodian, has possession or control of such original or authoritative copy, as applicable, which does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Titling Trust.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm that the lease agreement is marked as the original copy or authoritative copy, as applicable

(ii)         Confirm there is no evidence that the lease agreement has been pledged, assigned or otherwise conveyed to any Person other than the Titling Trust

(iii)       If sections (i) and (ii) are confirmed, then Test Pass

Representation (8) – Compliance with Law

The 2021-A Lease complied in all material respects at the time it was originated and, as of the 2021-A Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement form number and revision date are on the List of Approved Contract Forms

(ii)         Confirm the following sections of the contract are present and completed:

(a) Name and address of Lessor

(b) Name and address of Lessee and Co-lessee (if applicable)

(c) Vehicle description

(d) Amount due at lease signing

(e) Amount of monthly payment

SA-4

(f) Number of monthly payments

(g) Other charges

(h) Total of Payments

(iii)       Confirm there is an itemization of the amount due at lease signing

(iv)       Confirm there is an itemization of the monthly payment

(v)         Confirm the following disclosures are included on the contract

(a) Early termination

(b) Excessive wear

(c) Purchase option

(d) Insurance requirements

(e) Late charges

(vi)        If sections (i) through (v) are confirmed, then Test Pass

Representation (9) - Enforceability

The 2021-A Lease was fully and properly executed by the parties thereto and such 2021-A Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights in general or principles of equity (whether considered in a suit at law or in equity).

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement was signed by the Lessor, Lessee and Co-lessee (if applicable)

(ii)         Confirm the lease agreement form number and revision date are on the List of Approved Contract Forms

(iii)        If sections (i) and (ii) are confirmed, then Test Pass

Representation (10) – Title to the Lease and Leased Vehicle

Neither the 2021-A Lease nor the 2021-A Vehicle has been sold, transferred, assigned, pledged or granted by any Dealer to any Person other than the Titling Trust.  The Titling Trust has good and marketable title to such 2021-A Lease and 2021-A Vehicle, free and clear of any Liens (other than Permitted Liens), participations and rights of others, including, to the knowledge of the Servicer, Liens (other than Permitted Liens) or claims for work, labor or material relating to such 2021-A Vehicle.

SA-5

Review Materials

- Lease agreement

- Title documents

- Lease file

Procedures to be Performed

(i)          Confirm the assignment section of the lease agreement has been signed by the Dealer and lists the Titling Trust as the assignee

(ii)         Confirm there is no evidence within the lease file that the Lease has been sold, transferred, assigned, pledged or granted by any Dealer to any Person other than the Title Trust

(iii)       Confirm the title shows that the Titling Trust is the owner of the Lease vehicle

(iv)        Confirm the title document does not indicate any additional liens (other than permitted liens)

(v)         If sections (i) through (iv) are confirmed, then Test Pass

Representation (11) – Lease in Full Force and Effect; No Waiver

The 2021-A Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of the 2021-A Lease has been waived in any manner that causes or could cause such 2021-A Lease to not qualify with the other criteria set forth herein.

Review Materials

- Lease agreement

- Data tape

- Lease file

Procedures to be Performed

(i)          Confirm the lease agreement form number and revision date are on the List of Approved Contracts

(ii)         Confirm within the data tape that the lease has not been paid off as of the 2021-A Cutoff Date

SA-6

(iii)        Confirm there is no evidence within the lease file that the Lease has been satisfied, subordinated or rescinded

(iv)        Confirm there is no evidence within the lease file that any provision of the lease has been waived in any manner that would cause the Lease to become invalid

(v)         If sections (i) through (iv) are confirmed, then Test Pass

Representation (12) – No Defenses

The 2021-A Lease is not subject to any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, set-off, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened.

Review Materials

- Lease file

Procedures to be Performed

(i)          Confirm there is no indication within the lease file that the Lease is subject to any right of rescission, cancellation, setoff, claim or counterclaim that could cause the Lease to become invalid

(ii)         Confirm there is no indication within the lease file of any threats of rescission, cancellation, setoff, claim or counterclaim that could cause the Lease to become invalid

(iii)        If sections (i) and (ii) are confirmed, then Test Pass

Representation (13) - Assignability

The 2021-A Lease is fully assignable and does not require the consent of the related Lessee or any other Person as a condition to any transfer, sale or assignment of the rights thereunder to the Titling Trust.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement form number and revision date are on the List of Approved Contracts

SA-7

(ii)         Confirm the lease agreement contains language allowing the sale, transfer, assignment, conveyance or pledge of the Lease without the consent of the related Lessee or any other Person

(iii)        If sections (i) and (ii) are confirmed, then Test Pass

Representation (14) – Lease Term

As of its origination date, the 2021-A Lease had an original Lease Term of no less than 24 months and no more than 60 months.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the number of payments as stated on the lease agreement are within the allowable lease term limits

(ii)         If section (i) is confirmed, then Test Pass

Representation (15) - Insurance

As of the time of origination of the 2021-A Lease, the related lease agreement required the related Lessee to obtain physical damage insurance covering the related 2021-A Vehicle.

Review Materials

- Lease agreement

Procedures to be Performed

(i)          Confirm the lease agreement contains language that required the Lessee to obtain and maintain physical damage insurance to the related Leased Vehicle

(ii)         If section (i) is confirmed, then Test Pass

Representation (16) – No Bankruptcy

As of the 2021-A Cutoff Date, the Servicer has not received actual notice that the Lessee on any 2021-A Lease is a debtor in a bankruptcy proceeding.

Review Materials

- Lease file

SA-8

Procedures to be Performed

(i)          Confirm the lease file does not contain evidence that the related Lessee or Lease is the subject of any bankruptcy proceeding or insolvency proceeding as of the 2021-A Cutoff Date

(ii)         If section (i) is confirmed, then Test Pass

Representation (17) – No Extensions

As of the 2021-A Cutoff Date, the 2021-A Lease is not subject to a current deferral and has not been extended, but may have otherwise been deferred in accordance with the Credit and Collection Policy or otherwise modified in accordance with the Credit and Collection Policy so long as such modification did not cause such 2021-A Lease to not qualify with the other criteria set forth herein.

Review Materials

- Lease agreement

- Data file

- Lease file

Procedures to be Performed

(i)          Confirm the Lease was not subject to a deferral as of the 2021-A Cutoff Date and has not been extended or modified as of the 2021-A Cutoff Date

(ii)         If the Lease has been extended, deferred or modified, confirm that (a) there is no evidence that the extension, deferment or modification violated the Credit and Collection Policy and (b) the Lease, as extended, deferred or modified, meets all other representations

(iii)        If section (i) or section (ii) is confirmed, then Test Pass

Representation (18) – Delinquencies; No Payment Default

As of the 2021-A Cutoff Date, none of the 2021-A Leases is Delinquent by more than 30 days.  As of the 2021-A Cutoff Date, none of the 2021-A Leases is a Defaulted Lease.

Review Materials

- Data tape

SA-9

Procedures to be Performed

(i)          Confirm the data tape does not indicate that 10% or more of the Base Monthly Payment required to be paid on the Lease was more than 30 days past due as of the 2021-A Cutoff Date

(ii)        If section (i) is confirmed, then Test Pass

Representation (19) – Securitization Value

As of the 2021-A Cutoff Date, each 2021-A Lease had a Securitization Value not less than $15,000 and no more than $250,000.

Review Materials

- Lease file

Procedures to be Performed

(i)          Confirm the Lease has a Securitization Value that is greater than or equal to $15,000.00

(ii)         Confirm the Lease has a Securitization Value that is less than or equal to $250,000.00

(iii)       If sections (i) and (ii) are confirmed, then Test pass

Representation (20) – FICO Score

As of its origination date, the Lessee under the 2021-A Lease had a FICO score of not less than 651.

Review Materials

- Lease file

Procedures to be Performed

(i)          Confirm the related Lessee’s FICO score was greater than or equal to 651

(ii)         If section (i) is confirmed, then Test Pass

Representation (21) – No Allocation to Other Specified Interest

The 2021-A Lease and the related 2021-A Vehicle allocated to the 2021-A Reference Pool has not been allocated to any Reference Pool other than the 2021-A Reference Pool.

SA-10

Review Materials

- Lease file

Procedures to be Performed

(i)          Confirm the lease file indicates that the related Lease and Leased Vehicle were allocated to the 2021-A Reference Pool

(ii)        Confirm the related Lease and Leased Vehicle have not been re-allocated to any other reference pool other than the 2021-A Reference Pool

(iii)       If section (i) and (ii) are confirmed, then Test Pass

Representation (22) – Model Year

The related 2021-A Vehicle has a model year between 2017 and 2021, inclusive.

Review Materials

- Lease agreement

Procedures to be Performed 

(i)          Confirm the vehicle description of the lease agreement indicates that the Leased Vehicle is of a model year between 2017 and 2021

(ii)         If section (i) is confirmed, then Test Pass

SA-11

EX-99.2

Exhibit 99.2

MERCEDES-BENZ AUTO LEASE TRUST 2021-A,

as Initial Secured Party,

U.S. BANK NATIONAL ASSOCIATION,

as Assignee-Secured Party,

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Intermediary

2021-A COLLATERAL ACCOUNT

CONTROL AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

Page

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01. Capitalized Terms; Rules of Usage 2

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER 2021-A COLLATERAL ACCOUNTS

Section 2.01.	Establishment of 2021-A Collateral Accounts	3
Section 2.02.	“Financial Assets” Election	3
Section 2.03.	Entitlement Orders	3
Section 2.04.	Subordination of Lien; Waiver of Set-Off	4
Section 2.05.	Notice of Adverse Claims	4

ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SECURITIES INTERMEDIARY

Section 3.01.	Representations, Warranties and Covenants of the Securities Intermediary	5
Section 3.02.	Additional Representations and Warranties	6

	ARTICLE FOUR
	MISCELLANEOUS SECTION
Section 4.01.	GOVERNING LAW	7
Section 4.02.	WAIVER OF JURY TRIAL	7
Section 4.03.	Conflict with Other Agreements	7
Section 4.04.	Amendments	8
Section 4.05.	Successors and Assigns	8
Section 4.06.	Notices	8
Section 4.07.	Termination	9
Section 4.08.	No Petition	9
Section 4.09.	Counterparts; Electronic Signatures	9
Section 4.10.	Table of Contents and Headings	10
Section 4.11.	Limitation of Liability	10

i

This 2021-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of January 1, 2021 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK 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”).

RECITALS

WHEREAS, pursuant to a 2021-A Servicing Supplement, dated as of January 1, 2021 (the “2021-A Servicing Supplement”), to the Amended and Restated Servicing Agreement, dated as of March 1, 2009 (the “Servicing Agreement”), each among Mercedes-Benz Financial Services USA LLC, as servicer (in such capacity, the “Servicer”) and as lender (in such capacity, the “Lender”), Daimler Title Co., as collateral agent (the “Collateral Agent”), and Daimler Trust, a Delaware statutory trust (the “Titling Trust”), each of the 2021-A Distribution Account and the 2021-A Reserve Account (as such terms are hereinafter defined) have been created in the name of the Assignee-Secured Party;

WHEREAS, pursuant to an Indenture, dated as of January 1, 2021 (the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer has granted to the Assignee-Secured Party a security interest in each of the segregated account with account number 234064002, established with the Securities Intermediary and designated as the 2021-A Reserve Account (the “2021-A Reserve Account”), segregated account with account number 234064001, established with the Securities Intermediary and designated as the 2021-A Distribution Account (the “2021-A Distribution Account” and, together with the 2021-A Reserve Account and any successor accounts or sub-accounts thereof, collectively, the “2021-A Collateral Accounts” and, individually, a “2021-A Collateral Account”), related Security Entitlements (as defined herein) and the financial assets and other investment property from time to time included therein to secure payment of the obligations of the Titling Trust and the Initial Secured Party under the Basic Collateral Agency Agreement (as defined herein) and the 2021-A Exchange Note Supplement (as defined herein), as applicable;

WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture (as defined herein) is released, rights with respect to each 2021-A Collateral Account shall be transferred back to the Initial Secured Party; and

WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the Uniform Commercial Code and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the lien of the Indenture.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

“2021-A Collateral Accounts” has the meaning set forth in the preamble.

“2021-A Exchange Note Supplement” means the 2021-A Exchange Note Supplement, dated as of January 1, 2021, among the Titling Trust, as Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee.

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

“Assignee-Secured Party” has the meaning set forth in the preamble.

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

“Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

“Entitlement Order” means a notification directing the Securities Intermediary to transfer or redeem a financial asset.

“Financial Asset” has the meaning set forth in Section 8-102(a)(9) of the UCC.

“Initial Secured Party” has the meaning set forth in the preamble.

“Securities Intermediary” has the meaning set forth in the preamble.

“Security Entitlement” means the rights and property interest of an Entitlement Holder with respect to a Financial Asset, as specified in Part 5 of Article 8 of the UCC.

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

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ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER 2021-A COLLATERAL ACCOUNTS

Section 2.01.  Establishment of 2021-A Collateral Accounts.  The Securities Intermediary hereby confirms that (i) the Indenture Trustee, on behalf of the Servicer, has established each 2021-A Collateral Account with the Securities Intermediary, (ii) each 2021-A Collateral Account is an account to which Financial Assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Assignee-Secured Party as entitled to exercise the rights that comprise any Financial Asset credited to any 2021-A Collateral Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Assignee-Secured Party or the Initial Secured Party for deposit to any 2021-A Collateral Account will promptly be credited to the related 2021-A Collateral Account and (v) all securities or other property underlying any Financial Assets credited to any 2021-A Collateral Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any 2021-A Collateral Account be registered in the name of the Transferor or the Initial Secured Party, payable to the order of the Transferor or the Initial Secured Party or specially endorsed to the Transferor or the Initial Secured Party except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

Section 2.02.  “Financial Assets” Election.  The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to any 2021-A Collateral Account shall be treated as a “Financial Asset” as set forth in Section 8-102(a)(9) of the UCC.

Section 2.03.  Entitlement Orders.  If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to any 2021-A Collateral Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Transferor, the Initial Secured Party or any other Person.  If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released and all Issuer Obligations have been paid, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to each 2021-A Collateral Account from the Initial Secured Party without further consent by the Assignee-Secured Party or any other Person.  Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary receives conflicting orders or instructions from the Assignee-Secured Party and the Initial Secured Party, the Securities Intermediary will follow the orders or instructions of the Assignee-Secured Party and not the Initial Secured Party.

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Section 2.04.  Subordination of Lien; Waiver of Set-Off.  In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any 2021-A Collateral Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party.  The Financial Assets and other items deposited to any 2021-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party and, subject to the provisions hereof, the Initial Secured Party.  Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in any 2021-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such 2021-A Collateral Account and (ii) the face amount of any checks which have been credited to such 2021-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

Section 2.05.  Notice of Adverse Claims.  Except for the claims and interests of the Initial Secured Party and the Assignee-Secured Party in each 2021-A Collateral Account, the Securities Intermediary does not know of any claim to, or interest in, any 2021-A Collateral Account or in any Financial Asset credited to any 2021-A Collateral Account.  If any Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any 2021-A Collateral Account or in any Financial Asset within any 2021-A Collateral Account, the Securities Intermediary will promptly notify the Assignee-Secured Party, the Initial Secured Party and the Transferor thereof.

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ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SECURITIES INTERMEDIARY

Section 3.01.  Representations, Warranties and Covenants of the Securities Intermediary.  The Securities Intermediary hereby represents and warrants to, and covenants for the benefit of, the Assignee-Secured Party and the Initial Secured Party, that as of the Closing Date:

(a)          Each 2021-A Collateral Account has been established as set forth in Section 2.01(i) and will be maintained in the manner set forth herein until termination of this Agreement.  The Securities Intermediary shall not change the name or account number of any 2021-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the Lien of the Indenture has been released and all Issuer Obligations have been paid, the Initial Secured Party).

(b)          No Financial Asset carried in any 2021-A Collateral Account is or will be registered in the name of the Transferor or the Initial Secured Party, payable to the order of the Transferor or the Initial Secured Party, or specially endorsed to the Transferor or the Initial Secured Party, except to the extent such Financial Asset has been endorsed to the Securities Intermediary or in blank.

(c)          This Agreement is the valid and legally binding obligation of the Securities Intermediary.

(d)          The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement pursuant to which it agrees to comply with Entitlement Orders of the Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2021-A Collateral Account.

(e)          The Securities Intermediary has not entered into any other agreement with the Transferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 2.03.

(f)          There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2021-A Collateral Account other than the 2021-A Servicing Supplement, the 2021-A Exchange Note Supplement or the Indenture.

(g)          The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

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Section 3.02.  Additional Representations and Warranties.  The Securities Intermediary makes the following additional representations and warranties to the Initial Secured Party and the Assignee-Secured Party, that as of the Closing Date:

(a)          The Securities Intermediary has been duly organized and is validly existing as a national banking association under the laws of the United States.

(b)          The Securities Intermediary has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Securities Intermediary and constitutes the legal, valid and binding obligation of the Securities Intermediary, enforceable against the Securities Intermediary in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(c)          The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its charter documents or by-laws, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Securities Intermediary is a party or by which the Securities Intermediary is bound, (ii) result in the creation or imposition of any Lien upon any of the Securities Intermediary’s properties pursuant to the terms of any such agreement or instrument (other than Liens contemplated by this Agreement) or (iii) violate or contravene any law or, to the Securities Intermediary’s knowledge, any order rule or regulation applicable to the Securities Intermediary of any Governmental Authority having jurisdiction over the Securities Intermediary or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Securities Intermediary’s ability to perform its obligations under this Agreement.

(d)          There are no Proceedings pending, or, to the Securities Intermediary’s knowledge, threatened, and to the Securities Intermediary’s knowledge there are no investigations pending or threatened, against or affecting the Securities Intermediary or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Securities Intermediary to perform its obligations under this Agreement.

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ARTICLE FOUR

MISCELLANEOUS SECTION

Section 4.01.  GOVERNING LAW.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Regardless of any provision in any other agreement, for purposes of the UCC including Sections 8-110(b) and 9-304(b) thereof, the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) is the State of New York.  Each party to this Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this Agreement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

Section 4.02.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

Section 4.03.  Conflict with Other Agreements.  There are no other agreements entered into between the Securities Intermediary in such capacity and the Initial Secured Party with respect to any 2021-A Collateral Account.  In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into with respect to any 2021-A Collateral Account, the terms of this Agreement shall prevail.

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Section 4.04.  Amendments.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, that (i) the Initial Secured Party shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this Agreement other than those provided for in clause (a) requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the Required Reserve Amount, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of the Holders of all Outstanding Notes.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          Promptly after the execution of any such amendment, the Initial Secured Party shall furnish written notification of the substance of such amendment to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

Section 4.05.  Successors and Assigns.  All covenants and agreements in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, the Noteholders and their successors and assigns.  Any request, notice, direction, consent, waiver or other instrument or action by the parties hereto shall bind their respective successors and assigns.

Section 4.06.  Notices.  All demands, notices and communications hereunder shall be in writing and shall be delivered, e-mailed or mailed, postage prepaid, hand delivery, prepaid courier service or by telecopier, and addressed in each case as follows, if to (i) the Initial Secured Party, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:  Corporate Trust Administration (e-mail: mhollis@wilmingtontrust.com), (ii) the Assignee-Secured Party, 190 S. LaSalle Street, 7^th Floor, Chicago, Illinois 60603, Attention:  Corporate Trust Services/MBALT 2021-A (e-mail: melissa.rosal@usbank.com), (iii) the Securities Intermediary, 190 S. LaSalle Street, 7^th Floor, Chicago, Illinois 60603, Attention:  Corporate Trust Services/MBALT 2021-A (e-mail: melissa.rosal@usbank.com) or (iv) as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties.

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Section 4.07.  Termination.

(a)          The rights and powers granted herein to the Assignee-Secured Party have been granted in order to perfect its security interest in each 2021-A Collateral Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Initial Secured Party nor by the lapse of time.  The obligations of the Securities Intermediary hereunder shall continue in effect with respect to each 2021-A Collateral Account until the Assignee-Secured Party and the Initial Secured Party (or, after the Securities Intermediary has been notified of the release of the Lien of the Indenture pursuant to Section 2.03 and all Issuer Obligations have been paid, only the Initial Secured Party) have notified the Securities Intermediary in writing that their respective security interests under the Indenture and the Trust Agreement have been terminated.

(b)          The rights and powers granted herein to the Initial Secured Party have been granted in order to perfect its security interest in each 2021-A Collateral Account following the release of the Lien of the Indenture, are powers coupled with an interest and will neither be affected by the bankruptcy of the Initial Secured Party nor by the lapse of time.  The obligations of the Securities Intermediary hereunder shall continue in effect with respect to each 2021-A Collateral Account until the Assignee-Secured Party and the Initial Secured Party (or, after the Securities Intermediary has been notified of the release of the Lien of the Indenture pursuant to Section 2.03 and all Issuer Obligations have been paid, only the Initial Secured Party) have notified the Securities Intermediary in writing that their respective security interests under the Indenture and the Trust Agreement have been terminated.

Section 4.08.  No Petition.  Each of the parties hereto covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes, Notes and other Securities it will not institute against, or join any Person in instituting against the Initial Beneficiary, the Titling Trust, the Transferor, the Issuer or the 2021-A Exchange Noteholder any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, any Notes, this Agreement or any other 2021-A Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 4.09.  Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which counterparts will be an original, and all of which counterparts will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

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Section 4.10.  Table of Contents and Headings.  The Table of Contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 4.11.  Limitation of Liability.

(a)          It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee of the Initial Secured Party, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Initial Secured Party is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding on the Initial Secured Party, (iii) nothing herein contained shall be construed as creating any liability with respect to Wilmington Trust, National Association, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust, National Association has not verified and has made no investigation as to the accuracy or completeness of any of the representations or warranties made by the Initial Secured Party in this Agreement and (v) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Initial Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Initial Secured Party under this Agreement or the other related documents.

(b)          The rights, privileges, protections and indemnities afforded to the Indenture Trustee under the Indenture shall apply equally to the Securities Intermediary and Assignee-Secured Party hereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this 2021-A Collateral Account Control Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

MERCEDES-BENZ AUTO LEASE
TRUST 2021-A,
as Initial Secured Party
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Matthew Hollis
	Name: Matthew Hollis
	Title: Banking Officer

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Assignee‑Secured Party
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Securities Intermediary
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

EX-99.3

 Exhibit 99.3

DAIMLER TRUST,

as Initial Secured Party,

U.S. BANK NATIONAL ASSOCIATION,

as Assignee-Secured Party,

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Intermediary

TITLING TRUST ACCOUNT

CONTROL AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

Page

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01. Capitalized Terms; Rules of Usage 2

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER THE 2021-A EXCHANGE NOTE COLLECTION ACCOUNT

Section 2.01.	Establishment of the 2021-A Exchange Note Collection Account	3
Section 2.02.	Grant of Security Interest	3
Section 2.03.	“Financial Assets” Election	4
Section 2.04.	Entitlement Orders	4
Section 2.05.	Subordination of Lien; Waiver of Set-Off	4
Section 2.06.	Notice of Adverse Claims	5

ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01.	Representations, Warranties and Covenants of the Securities Intermediary	6
Section 3.02.	Additional Representations and Warranties	6

ARTICLE FOUR

MISCELLANEOUS

Section 4.01.	GOVERNING LAW	8
Section 4.02.	WAIVER OF JURY TRIAL	8
Section 4.03.	Conflict with Other Agreements	8
Section 4.04.	Amendments	9
Section 4.05.	Successors and Assigns	9
Section 4.06.	Notices	9
Section 4.07.	Termination	10
Section 4.08.	No Petition	10
Section 4.09.	Counterparts; Electronic Signatures	10
Section 4.10.	Table of Contents and Headings	11
Section 4.11.	No Recourse	11

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This TITLING TRUST CONTROL AGREEMENT, dated as of January 1, 2021 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among DAIMLER TRUST (the “Titling Trust”), as initial secured party (the “Initial Secured Party”), U.S. BANK 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, as securities intermediary (the “Securities Intermediary”).

RECITALS

WHEREAS, pursuant to the Amended and Restated Servicing Agreement, dated as of March 1, 2009 (the “Servicing Agreement”), and the 2021-A Servicing Supplement, dated as of January 1, 2021 (the “2021-A Servicing Supplement”), each among Mercedes-Benz Financial Services USA LLC, as servicer (in such capacity, the “Servicer”) and as lender (in such capacity, the “Lender”), Daimler Title Co., as collateral agent (the “Collateral Agent”), and the Titling Trust, a segregated account, established with the Securities Intermediary, with account number 234064000, designated as the 2021-A Exchange Note Collection Account (the “2021-A Exchange Note Collection Account”) has been created;

WHEREAS, the Initial Secured Party desires to grant to the Assignee-Secured Party a security interest in the 2021-A Exchange Note Collection Account, all related Security Entitlements (as defined herein) and the financial assets and other investment property from time to time included therein to secure payment of the obligations of the Initial Secured Party and Mercedes-Benz Auto Lease Trust 2021-A under the Basic Collateral Agency Agreement (as defined herein) and the 2021-A Exchange Note Supplement (as defined herein), as applicable;

WHEREAS, pursuant to the 2021-A Servicing Supplement, on the date on which the lien of the Indenture (as defined herein) is released, rights with respect to the 2021-A Exchange Note Collection Account shall be transferred to the Collateral Agent;

WHEREAS, pursuant to the 2021-A Servicing Supplement, on the date on which the 2021-A Exchange Note (as defined herein) is paid in full, rights with respect to the 2021-A Exchange Note Collection Account shall be transferred back to the Initial Secured Party; and

WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the Uniform Commercial Code and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the Lien of the Indenture and payment in full of the 2021-A Exchange Note.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

USAGE AND DEFINITIONS

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

“2021-A Exchange Note Supplement” means the 2021-A Exchange Note Supplement, dated as of January 1, 2021, among the Titling Trust, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee.

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

“Assignee-Secured Party” has the meaning set forth in the preamble.

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

“Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

“Entitlement Order” means a notification directing the Securities Intermediary to transfer or redeem a financial asset.

“Financial Asset” has the meaning set forth in Section 8-102(a)(9) of the UCC.

“Initial Secured Party” has the meaning set forth in the preamble.

“Securities Intermediary” has the meaning set forth in the preamble.

“Security Entitlement” means the rights and property interest of an Entitlement Holder with respect to a Financial Asset, as specified in Part 5 of Article 8 of the UCC.

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

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ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER THE 2021-A

EXCHANGE NOTE COLLECTION ACCOUNT

Section 2.01.  Establishment of the 2021-A Exchange Note Collection Account.  The Securities Intermediary hereby confirms that (i) the Indenture Trustee, on behalf of the Servicer, has established the 2021-A Exchange Note Collection Account with the Securities Intermediary, (ii) the 2021-A Exchange Note Collection Account is an account to which Financial Assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Assignee-Secured Party as entitled to exercise the rights that comprise any Financial Asset credited to the 2021-A Exchange Note Collection Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Assignee-Secured Party or the Initial Secured Party for deposit to the 2021-A Exchange Note Collection Account will promptly be credited to the 2021-A Exchange Note Collection Account and (v) all securities or other property underlying any Financial Assets credited to the 2021-A Exchange Note Collection Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to the 2021-A Exchange Note Collection Account be registered in the name of the Initial Secured Party, payable to the order of the Initial Secured Party or specially endorsed to the Initial Secured Party except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

Section 2.02.  Grant of Security Interest.  The Initial Secured Party Grants to the Indenture Trustee on the 2021-A Closing Date, as Indenture Trustee for the benefit of the 2021-A Secured Parties, all of the Initial Secured Party’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising in, the 2021-A Exchange Note Collection Account.  The Grant of the 2021-A Exchange Note Collection Account includes all rights, powers and options (but none of the obligations) of the Initial Secured Party as holder of the 2021-A Exchange Note Collection Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all monies included in the 2021-A Exchange Note Collection Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Initial Secured Party or otherwise, and generally to do and receive anything that any Initial Secured Party is or may be entitled to do or receive under the 2021-A Exchange Note Collection Account or with respect to the 2021-A Exchange Note Collection Account.

The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the 2021-A Exchange Note as provided in the 2021-A Exchange Note Supplement and (ii) compliance by the Initial Secured Party with the provisions of the 2021-A Exchange Note Supplement for the benefit of the 2021-A Secured Parties.

The Indenture Trustee acknowledges such Grant, accepts the trusts under this Agreement and agrees to perform the duties required in this Agreement and the 2021-A Exchange Note Supplement.

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The Initial Secured Party hereby authorizes the Indenture Trustee to file a Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest Granted to the Indenture Trustee; provided, that the Indenture Trustee will have no obligation to make any such filings.  Such financing statements may describe the 2021-A Exchange Note Collection Account in any manner as the Indenture Trustee may determine is necessary, advisable or prudent to ensure the perfection of the security interest Granted to the Indenture Trustee under this Agreement; provided, that the Indenture Trustee will have no obligation to make any such determination.

Section 2.03.  “Financial Assets” Election.  The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the 2021-A Exchange Note Collection Account shall be treated as a “Financial Asset” set forth in Section 8-102(a)(9) of the UCC.

Section 2.04.  Entitlement Orders.  If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to the 2021-A Exchange Note Collection Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Initial Secured Party or any other Person.  If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released and the 2021-A Exchange Note has been paid in full, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to the 2021-A Exchange Note Collection Account from the Initial Secured Party without further consent by any other Person.  Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary receives conflicting orders or instructions from the Assignee-Secured Party and the Initial Secured Party, the Securities Intermediary will follow the orders or instructions of the Assignee-Secured Party and not the Initial Secured Party.

Section 2.05.  Subordination of Lien; Waiver of Set-Off.  In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the 2021-A Exchange Note Collection Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party.  The Financial Assets and other items deposited to the 2021-A Exchange Note Collection Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party and, subject to the provisions hereof, the Initial Secured Party.  Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2021-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2021-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 2021-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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Section 2.06.  Notice of Adverse Claims.  Except for the claims and interests of the Initial Secured Party and the Assignee-Secured Party in the 2021-A Exchange Note Collection Account, the Securities Intermediary does not know of any claim to, or interest in, the 2021-A Exchange Note Collection Account or in any Financial Asset credited to the 2021-A Exchange Note Collection Account.  If any Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the 2021-A Exchange Note Collection Account or in any Financial Asset within the 2021-A Exchange Note Collection Account, the Securities Intermediary will promptly notify the Assignee-Secured Party and the Initial Secured Party thereof.

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ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01.  Representations, Warranties and Covenants of the Securities Intermediary.  The Securities Intermediary hereby represents and warrants to, and covenants for the benefit of, the Assignee-Secured Party and the Initial Secured Party, that as of the Closing Date:

(a)          The 2021-A Exchange Note Collection Account has been established as set forth in Section 2.01(i) and will be maintained in the manner set forth herein until termination of this Agreement.  The Securities Intermediary shall not change the name or account number of the 2021-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.04 that the Lien of the Indenture has been released and the 2021-A Exchange Note has been paid in full, the Initial Secured Party).

(b)          No Financial Asset carried in the 2021-A Exchange Note Collection Account is or will be registered in the name of the Initial Secured Party, payable to the order of the Initial Secured Party, or specially endorsed to the Initial Secured Party, except to the extent such Financial Asset has been endorsed to the Securities Intermediary or in blank.

(c)          This Agreement is the valid and legally binding obligation of the Securities Intermediary.

(d)          The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2021-A Exchange Note Collection Account.

(e)          The Securities Intermediary has not entered into any other agreement with the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 2.04.

(f)          There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2021-A Exchange Note Collection Account other than the Servicing Agreement, the 2021-A Servicing Supplement, the 2021-A Exchange Note Supplement or the Indenture.

(g)          The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Section 3.02.  Additional Representations and Warranties.  The Securities Intermediary makes the following additional representations and warranties to the Initial Secured Party and the Assignee-Secured Party, that as of the Closing Date:

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(a)          The Securities Intermediary has been duly organized and is validly existing as a national banking association under the laws of the United States.

(b)          The Securities Intermediary has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Securities Intermediary and constitutes the legal, valid and binding obligation of the Securities Intermediary, enforceable against the Securities Intermediary in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

(c)          The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its charter documents or by-laws, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Securities Intermediary is a party or by which the Securities Intermediary is bound, (ii) result in the creation or imposition of any Lien upon any of the Securities Intermediary’s properties pursuant to the terms of any such agreement or instrument (other than Liens contemplated by this Agreement) or (iii) violate or contravene any law or, to the Securities Intermediary’s knowledge, any order rule or regulation applicable to the Securities Intermediary of any Governmental Authority having jurisdiction over the Securities Intermediary or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Securities Intermediary’s ability to perform its obligations under this Agreement.

(d)          There are no Proceedings pending, or, to the Securities Intermediary’s knowledge, threatened, and to the Securities Intermediary’s knowledge there are no investigations pending or threatened, against or affecting the Securities Intermediary or its property before any Governmental Authority (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the ability of the Securities Intermediary to perform its obligations under this Agreement.

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ARTICLE FOUR

MISCELLANEOUS

Section 4.01.  GOVERNING LAW.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Regardless of any provision in any other agreement, for purposes of the UCC including Sections 8-110(b) and 9-304(b) thereof, the Security Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) is the State of New York and the laws of the State of New York are applicable to all issues specified in Article 2(1) of “The Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary”, ratified Sept. 28, 2016, S. Treaty Doc. No. 112-6 (2012) (the “Hague Convention”).  Each party to this Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this Agreement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

(c)          This Section 4.01 amends and supersedes any contrary provision in all documents or agreements relating to the establishment or opening of the 2021-A Exchange Note Collection Account.

Section 4.02.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

Section 4.03.  Conflict with Other Agreements.  There are no other agreements entered into between the Securities Intermediary in such capacity and the Initial Secured Party with respect to the 2021-A Exchange Note Collection Account.  In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into with respect to the 2021-A Exchange Note Collection Account, the terms of this Agreement shall prevail.

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Section 4.04.  Amendments.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, that (i) the Initial Secured Party shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

(b)          Each amendment, supplement or other modification of this Agreement other than those provided for in Section 4.04(a) requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the Required Reserve Amount, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of the Holders of all Outstanding Notes.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d)          Promptly after the execution of any such amendment, the Initial Secured Party shall furnish written notification of the substance of such amendment to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

Section 4.05.  Successors and Assigns.  All covenants and agreements in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, the Noteholders and their successors and assigns.  Any request, notice, direction, consent, waiver or other instrument or action by the parties hereto shall bind their respective successors and assigns.

Section 4.06.  Notices.  All demands, notices and communications hereunder shall be in writing and shall be delivered, e-mailed or mailed, postage prepaid, hand delivery, prepaid courier service or by telecopier, and addressed in each case as follows, if to (i) the Initial Secured Party, c/o BNY Mellon Trust of Delaware, Bellevue Corporate Center, 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809, Attention:  Corporate Trust Administration (e-mail: kris.gullo@bnymellon.com), (ii) the Assignee-Secured Party, 190 S. LaSalle Street, 7^th Floor, Chicago, Illinois 60603, Attention:  Corporate Trust Services/MBALT 2021-A (e-mail: melissa.rosal@usbank.com), (iii) the Securities Intermediary, 190 S. LaSalle Street, 7^th Floor, Chicago, Illinois 60603, Attention:  Corporate Trust Services/MBALT 2021-A (e-mail: melissa.rosal@usbank.com) or (iv) as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties.

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Section 4.07.  Termination.

(a)          The rights and powers granted herein to the Assignee-Secured Party have been granted in order to perfect its security interest in the 2021-A Exchange Note Collection Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Initial Secured Party nor by the lapse of time.  The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the 2021-A Exchange Note Collection Account until the Assignee-Secured Party and the Initial Secured Party (or, after the Securities Intermediary has been notified of the release of the Lien of the Indenture pursuant to Section 2.04, only the Initial Secured Party) have notified the Securities Intermediary in writing that their respective security interests under the Indenture and the Trust Agreement have been terminated.

(b)          The rights and powers granted herein to the Initial Secured Party have been granted in order to perfect its security interest in the 2021-A Exchange Note Collection Account following the release of the Lien of the Indenture and payment in full of the 2021-A Exchange Note, are powers coupled with an interest and will neither be affected by the bankruptcy of the Initial Secured Party nor by the lapse of time.  The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the 2021-A Exchange Note Collection Account until the Assignee-Secured Party and the Initial Secured Party (or, after the Securities Intermediary has been notified of the release of the Lien of the Indenture and payment in full of the 2021-A Exchange Note pursuant to Section 2.04, only the Initial Secured Party) have notified the Securities Intermediary in writing that their respective security interests hereunder and under the Indenture and the Trust Agreement have been terminated.

Section 4.08.  No Petition.  Each of the parties hereto covenants that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes, Notes and other Securities it will not institute against, or join any Person in instituting against the Initial Beneficiary, the Titling Trust, the Transferor, the Issuer or the 2021-A Exchange Noteholder any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the 2021-A Exchange Note, any 2021-A Notes, this Agreement or any other 2021-A Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

Section 4.09.  Counterparts; Electronic Signatures.  This Agreement may be executed in any number of counterparts, each of which counterparts will be an original, and all of which counterparts will together constitute one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

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Section 4.10.  Table of Contents and Headings.  The Table of Contents and the various headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 4.11.  No Recourse.  It is expressly understood and agreed by the parties that (i) this document is executed and delivered by BNYM, not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Titling Trust is made and intended not as personal representations, undertakings and agreements by BNYM but is made and intended for the purpose for binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYM, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall BNYM be personally liable for the payment of any indebtedness or expenses of the Titling Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust under this document or any other related documents.

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IN WITNESS WHEREOF, the parties hereto have caused this Titling Trust Account Control Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

DAIMLER TRUST,
	as Initial Secured Party
By:	BNY MELLON TRUST OF DELAWARE
	(f/k/a BNYM (Delaware)) (f/k/a The Bank of New York (Delaware)), not in its individual capacity, but solely as Titling Trustee

By:	/s/ Kristine K. Gullo
	Name: Kristine K. Gullo
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, not in
	its individual capacity but solely as Indenture Trustee and Assignee-Secured Party
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, not in
	its individual capacity but solely as Securities Intermediary
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President

2021-A Titling Trust Account Control Agreement

EX-99.4

Exhibit 99.4

MERCEDES-BENZ AUTO LEASE TRUST 2021-A,

as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC,

as Administrator,

and

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

2021-A ADMINISTRATION AGREEMENT

Dated as of January 1, 2021

TABLE OF CONTENTS

		Page
Section 1.01.	Capitalized Terms; Rules of Usage	1
Section 1.02.	Duties of the Administrator	1
Section 1.03.	Records	7
Section 1.04.	Compensation	7
Section 1.05.	Additional Information to be Furnished to the Issuer	7
Section 1.06.	Independence of the Administrator	7
Section 1.07.	No Joint Venture	7
Section 1.08.	Other Activities of Administrator	7
Section 1.09.	Term of Agreement; Resignation and Removal of Administrator	8
Section 1.10.	Action Upon Termination, Resignation or Removal	8
Section 1.11.	Notices	9
Section 1.12.	Amendments	9
Section 1.13.	Successors and Assigns	10
Section 1.14.	GOVERNING LAW	10
Section 1.15.	WAIVER OF JURY TRIAL	10
Section 1.16.	Headings	11
Section 1.17.	Counterparts; Electronic Signatures	11
Section 1.18.	Severability	11
Section 1.19.	Limitation of Liability of Owner Trustee and Indenture Trustee	11
Section 1.20.	Third-Party Beneficiaries	12
Section 1.21.	No Petition	12
Section 1.22.	Representations and Warranties of the Administrator	12

EXHIBITS

Exhibit A– Power of Attorney Pursuant to Section 1.02(c) of Administration Agreement A-1

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This 2021-A ADMINISTRATION AGREEMENT, dated as of January 1, 2021 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”).

WHEREAS, the Issuer is governed pursuant to an Amended and Restated Trust Agreement, dated as of January 1, 2021, between the Transferor and Wilmington Trust, National Association, as owner trustee; and

WHEREAS, the parties hereto desire to enter into this Agreement to provide for, among other things, the providing of certain services by the Administrator to and on behalf of the Issuer.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01.  Capitalized Terms; Rules of Usage.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2021-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

“2021-A Servicing Supplement” means the 2021-A Servicing Supplement, dated as of January 1, 2021, to the Basic Servicing Agreement, among MBFS USA, as servicer and lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

“Basic Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, as borrower, U.S. Bank Trust, as administrative agent, Daimler Title Co., as collateral agent, and MBFS USA, as lender and as servicer.

“Basic Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 1, 2009, among MBFS USA, as lender and as servicer, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

Section 1.02.  Duties of the Administrator.

(a)          The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the 2021-A Basic Documents.  In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the 2021-A Basic Documents.  The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the 2021-A Basic Documents.  The Administrator shall perform such calculations and shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the 2021-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2021-A Basic Documents.  In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

(i)            the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

(ii)           the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05(a));

(iii)          the determination of whether the requirements of UCC Section 8-401 are met (Section 2.05(b));

(iv)          the preparation of an Issuer Order requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.06);

(v)           the duty to cause the Indenture Trustee to release property from the Lien of the Indenture (Section 2.13);

(vi)          the direction of the Indenture Trustee to appoint one or more Authenticating Agents (Section 2.15);

(vii)         the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01);

(viii)        the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served (Section 3.02);

(ix)          the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(x)           the direction to the Indenture Trustee to deposit monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

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(xi)          the obtaining and preservation of the Issuer’s qualifications to do business (Section 3.04);

(xii)         the preparation of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other actions as are necessary or advisable to protect the Trust Estate (Section 3.05);

(xiii)        the delivery of the Opinion of Counsel on the 2021-A Closing Date (and the annual delivery of Opinions of Counsel as to the Trust Estate) (Section 3.06);

(xiv)        the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture, if other than the Servicer or Administrator (Section 3.07(b));

(xv)         the prompt written notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and Exchange Note Servicer Event of Default under the 2021-A Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties or obligations under the 2021-A Servicing Agreement with respect to the 2021-A Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and 5.01);

(xvi)        the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09);

(xvii)       the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01);

(xviii)      the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee and the appointment of a successor Indenture Trustee (Sections 6.08 and 6.10);

(xix)        the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);

(xx)         the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02);

(xxi)        the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c));

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(xxii)       the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02);

(xxiii)      the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06);

(xxiv)      the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2021-A Exchange Note Collection Account upon redemption of Notes (Section 10.01);

(xxv)       the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);

(xxvi)      the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); and

(xxvii)     the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)).

(b)          The Administrator shall:

(i)            pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);

(ii)           except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(iii)          in accordance with Section 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services; such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; the Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2021-A Basic Documents or in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Issuer under the Indenture or under any of the other 2021-A Basic Documents; the Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity; failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder; the Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel; and neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith; the provisions of this Section 1.02(b)(iii) shall survive the termination of this Agreement.

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(c)          In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the 2021-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2021-A Basic Documents.  In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.  Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2021-A Collateral (including the 2021-A Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(d)          Notwithstanding anything in this Agreement or the other 2021-A Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement.  Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(e)          Notwithstanding anything in this Agreement or the other 2021-A Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the 2021-A Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and State income tax returns.

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(f)          The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.

(g)          The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2021-A Basic Document.

(h)          In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(i)          With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(i)            amendment, change, modification, waiver of or any supplement to the Indenture;

(ii)           the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of payments on the 2021-A Leases or 2021-A Vehicles);

(iii)          the amendment, change, modification or waiver of any 2021-A Basic Document;

(iv)          the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or the Indenture Trustee of its obligations under the Indenture;

(v)           the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and

(vi)          the removal of the Indenture Trustee.

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(j)          Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2021-A Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture or (iii) take any other action that the Issuer directs the Administrator not to take on its behalf.

(k)          To the extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee under the 2021-A Basic Documents, such notice will be delivered to the Administrator and the Administrator will deliver such notice to the Rating Agencies.  If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.

Section 1.03.  Records.  The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer and the Transferor at any time during normal business hours.

Section 1.04.  Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to an annual payment of compensation which shall be solely an obligation of the Servicer.

Section 1.05.  Additional Information to be Furnished to the Issuer.  The Administrator shall furnish to the Issuer from time to time such additional information regarding the 2021-A Collateral as the Issuer shall reasonably request.

Section 1.06.  Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

Section 1.07.  No Joint Venture.  Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 1.08.  Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrator for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

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Section 1.09.  Term of Agreement; Resignation and Removal of Administrator.  This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

(a)          Subject to Sections 1.09(d) and 1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice.

(b)          Subject to Sections 1.09(d) and 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice.

(c)          Subject to Sections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i)            the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten Business Days (or, if such default cannot be cured in such time, shall not within ten Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or

(ii)           an Insolvency Event occurs with respect to the Administrator.

The Administrator agrees that if any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven Business Days after the occurrence of such event.

(d)          No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(e)          The appointment of any successor Administrator shall be effective after the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment.

(f)          Subject to Sections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the 2021-A Servicing Supplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Section 1.10.  Action Upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.09 or the resignation or removal of the Administrator pursuant to Section 1.09, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.09 deliver to the Issuer all property and documents of or relating to the Trust Estate then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Section 1.09, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

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Section 1.11.  Notices.  All demands, notices and communications hereunder shall be in writing and shall be delivered, e-mailed or mailed, postage prepaid, hand delivery, prepaid courier service or by telecopier, and addressed in each case as follows:  (i) if to the Issuer or the Administrator, at 35455 Corporate Drive, Farmington Hills, Michigan 48331, Attention:  Steven C. Poling (e-mail: steven.c.poling@daimler.com), (ii) if to the Owner Trustee, at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration (e-mail: mhollis@wilmingtontrust.com), (iii) if to the Indenture Trustee, at 190 S. LaSalle Street, 7^th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services/MBALT 2021-A (e-mail: melissa.rosal@usbank.com); or (iv) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto.  Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

Section 1.12.  Amendments.

(a)          This Agreement may be amended, supplemented or otherwise modified from time to time by a writing executed by the parties hereto, without the consent of any Securityholder, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, that, (i) the Administrator shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.  Any amendment or supplement affecting the rights or obligations of the Owner Trustee shall require the written consent of the Owner Trustee.

(b)          Each amendment, supplement or other modification of this Agreement other than those provided for in Section 1.12(a) requires the consent of the Majority Noteholders (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the 2021-A Leases and 2021-A Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the Required Reserve Amount for the 2021-A Reserve Account, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Outstanding Notes the consent of the Holders of which is required for any amendment to this Agreement without the consent of the Holders of all Outstanding Notes.

(c)          It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

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(d)          Any amendment, supplement or modification of this Agreement which affects the Owner Trustee shall require the Owner Trustee’s written consent.

(e)          Promptly after the execution of any such amendment, the Administrator shall provide written notice thereof to the Owner Trustee and the Rating Agencies.

Section 1.13.  Successors and Assigns.  This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee, and subject to the satisfaction of the Rating Agency Condition in respect thereof.  An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, that such successor entity executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such successor entity agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

Section 1.14.  GOVERNING LAW.

(a)          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b)          Each party to this Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this Agreement or the transactions contemplated by the 2021-A Basic Documents.  Each party to this Agreement irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

Section 1.15.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 2021-A BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2021-A BASIC DOCUMENT.

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Section 1.16.  Headings.  The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 1.17.  Counterparts; Electronic Signatures.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar State law based on the Uniform Electronic Transactions Act.

Section 1.18.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, and such invalidity shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

Section 1.19.  Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)          It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

(b)          Notwithstanding anything contained herein to the contrary, this Agreement has been executed by U.S. Bank, as Indenture Trustee, and in no event shall U.S. Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

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Section 1.20.  Third-Party Beneficiaries.  The Owner Trustee shall be a third-party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

Section 1.21.  No Petition.  Each of the parties hereto covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes, Notes and any other Securities, it will not institute against the Transferor, the Issuer or the Initial Beneficiary, or join in any institution against the Transferor, the Issuer or the Initial Beneficiary of any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings or other Proceedings under any Insolvency Law in connection with any obligations relating to the Notes, the 2021-A Exchange Note or any 2021-A Basic Document.

Section 1.22.  Representations and Warranties of the Administrator.  The Administrator represents and warrants to the Issuer and the Indenture Trustee as of the 2021-A Closing Date:

(a)          Organization and Good Standing; Qualification.  The Administrator has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

(b)          Due Qualification.  The Administrator is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Administrator’s ability to perform its obligations under this Agreement.

(c)          Power and Authority; Authorization; Execution and Delivery; Binding Obligation.  The Administrator has the power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Administrator and constitutes the legal, valid and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

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(d)          No Violation.  The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under its limited liability company agreement, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Administrator is a party or by which the Administrator is bound, (ii) result in the creation or imposition of any Lien upon any of the Administrator’s properties pursuant to the terms of any such agreement or instrument (other than Permitted Liens or Liens contemplated by the 2021-A Basic Documents), (iii) violate the certificate of formation of the Administrator or the limited liability company agreement of the Administrator or (iv) violate or contravene any law or, to the Administrator’s knowledge, any order, rule or regulation applicable to the Administrator of any Governmental Authority having jurisdiction over the Administrator or its properties, the failure to comply with which would reasonably be expected to have a material adverse effect on the Administrator’s ability to perform its obligations under this Agreement.

(e)          No Consent.  No consent, approval, authorization, or order of any court or governmental agency or body is required under federal or State law for the execution, delivery and performance by the Administrator, or compliance by it with this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

MERCEDES-BENZ AUTO LEASE TRUST 2021-A, as Issuer
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
By:	/s/ Matthew Hollis
	Name: Matthew Hollis
	Title: Banking Officer
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By:	/s/ Eric Ott
	Name: Eric Ott
	Title: Vice President
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator
By:	/s/ Christopher Trainor
	Name: Christopher Trainor
	Title: Vice President

2021-A Administration Agreement

EXHIBIT A

LIMITED POWER OF ATTORNEY PURSUANT TO

SECTION 1.02(c) OF ADMINISTRATION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as Owner Trustee of Mercedes-Benz Auto Lease Trust 2021-A, a Delaware statutory trust (the “Issuer”), as grantor (in such capacity, the “Grantor”), does hereby appoint Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company (“MBFS USA”), as grantee (the “Grantee”), as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor or the Issuer, to take the following actions from time to time with respect to the duties of MBFS USA, as administrator (in such capacity, the “Administrator”) under the administration agreement, dated as of January 1, 2021 (the “Administration Agreement”), among the Issuer, the Administrator and U.S. Bank National Association, as indenture trustee, for the purpose of executing on behalf of the Grantor or the Issuer all such documents, reports, filings, instruments, certificates and opinions required pursuant to the 2021-A Basic Documents:

The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect the performance of its duties as Administrator under the Administration Agreement and the Grantor hereby ratifies and confirms any and all lawful acts the Grantee shall undertake pursuant to and in conformity with this Power of Attorney; provided however, that the powers granted herein may only be executed by such Grantee if such actions are required or permitted under the terms of the Trust Agreement and no power is granted hereunder to take any action (a) in the name of Wilmington Trust, National Association in its individual capacity or (b) which to its actual knowledge would be adverse to the interests of Wilmington Trust, National Association.

This Power of Attorney is revocable in whole or in part as to the powers herein granted upon notice by the Grantor.  If not earlier revoked, this Power of Attorney shall expire completely or, if so indicated, in part, upon the earlier of the (i) termination of the amended and restated trust agreement, dated as of January 1, 2021 (the “Trust Agreement”), between Daimler Trust Leasing LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, or (ii) termination of the Administration Agreement; provided however, that if the Grantee is found by a court of competent jurisdiction to be in violation of this Limited Power of Attorney, or to have misused the rights, powers and authority of the attorney-in-fact granted herein, Grantor may terminate this Limited Power of Attorney prior to such date of expiration by delivering written notice of revocation to the Grantee and to each Certificateholder.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement or, if not defined therein, in the Administration Agreement, as the case may be.

This Power of Attorney shall be created under and governed and construed under the internal laws of the State of New York.

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The Grantor executes this Power of Attorney with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization or any combination thereof.

It is expressly understood and agreed by the Administrator and any person relying on this Limited Power of Attorney that (a) this Power of Attorney is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements made in this Limited Power of Attorney on the part of the Grantor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer and the Grantor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer or the Administrator, all such liability, if any, being expressly waived by the Administrator and any person relying on this power of attorney and by any person claiming by, through or under the Administrator or such person, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made  herein and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or Administrator or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or Administrator under this Limited Power of Attorney or any other related documents.

Notwithstanding anything herein to the contrary, this Limited Power of Attorney does not, and  is not intended to, and will not be construed to, grant any authority to the Administrator to (i) expand, increase, incur, or otherwise impose any duties, liabilities or obligations of or on the Grantor, as trustee or in its individual capacity, or (ii) provide any guaranty, indemnity or property of the Grantor, as trustee or in its individual capacity, for any reason whatsoever.

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EXECUTED, as of this ____ day of January, 2021.

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:

Power of Attorney

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STATE OF DELAWARE	}
	}
COUNTY OF NEWCASTLE	}

Before me, the undersigned authority, on this day personally appeared ____________, known to me to be the person whose name is subscribed to the foregoing instruments, and acknowledged to me that he/she signed the same for the purposes and considerations therein expressed.

Sworn to before me on this ____ day of January, 2021.

Notary Public – State of Delaware

Power of Attorney

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EXECUTED, as of this ____ day of January, 2021.

MERCEDES-BENZ AUTO LEASE TRUST 2021-A
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee

By:
	Name:
	Title:

Power of Attorney

A-5

STATE OF DELAWARE	}
	}
COUNTY OF NEWCASTLE	}

Before me, the undersigned authority, on this day personally appeared ____________, known to me to be the person whose name is subscribed to the foregoing instruments, and acknowledged to me that he/she signed the same for the purposes and considerations therein expressed.

Sworn to before me on this ____ day of January, 2021.

Notary Public – State of Delaware

Power of Attorney

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