2019-B Servicing Supplement, dated as of November 1, 2019, among MBFS USA, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent

 

 

 

 

 

 

 

 

 

This 2019-B SERVICING SUPPLEMENT, dated as of November 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “2019-B Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 2019-B Reference Pool referred to herein (in such capacity, the “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).

 

 

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 November 1, 2019 (the “2019-B 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 “2019-B Exchange Note”), payments in respect of which shall be made from collections in respect of a pool of specified Titling Trust Assets (the “2019-B Reference Pool”);

 

WHEREAS, the Lender, on the date hereof, has sold the 2019-B Exchange Note to Daimler Trust Leasing LLC (the “Transferor”) pursuant to a First-Tier Sale Agreement, dated as of November 1, 2019 (the “First-Tier Sale Agreement”);

 

WHEREAS, Daimler Trust Leasing LLC, on the date hereof, has sold the 2019-B Exchange Note to Mercedes-Benz Auto Lease Trust 2019-B pursuant to a Second-Tier Sale Agreement, dated as of November 1, 2019 (the “Second-Tier Sale Agreement”);

 

WHEREAS,  in connection with the issuance of the 2019-B 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 2019-B Reference Pool; and

 

WHEREAS, the parties hereto wish to enter into this 2019-B Servicing Supplement to set forth the additional duties required of the Servicer with respect to the 2019-B Reference Pool and the 2019-B 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:

 

 

 

Section 1.01.  Capitalized Terms; Rules of Usage.

 

(a)          Capitalized terms used in this 2019-B 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 2019-B 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.

 

 

Section 2.01.  Designation.  The parties designate the Collateral Assets listed on Exhibit A to be known as the “2019-B Reference Pool” and each Lease and Vehicle included therein to be known as a “2019-B Lease” and a “2019-B Vehicle,” respectively.

 

 

 

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 2019-B Servicing Supplement with respect to the 2019-B Reference Pool and the 2019-B Exchange Note and MBFS USA will also act as agent and custodian of the Titling Trust in the management and control of the 2019-B Leases and 2019-B Vehicles included in the 2019-B Reference Pool and for all other purposes set forth in the 2019-B Servicing Agreement, in each case, for the benefit of each holder and pledgee of the 2019-B 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 2019-B Leases and 2019-B Vehicles allocated to the 2019-B Reference Pool separately from any other Reference Pool and the Revolving Facility Pool.  The 2019-B Leases, the certificates of title relating to the 2019-B Vehicles, the insurance policies and insurance records and other documents related to the 2019-B Leases and 2019-B 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 2019-B Reference Pool.  The accounting records and computer systems of MBFS USA will reflect the allocation of the 2019-B Leases and 2019-B Vehicles to the 2019-B Reference Pool.  The Servicer may appoint one or more agents to act as subcustodians of certain items relating to the 2019-B Leases, the Certificates of Title relating to the 2019-B Vehicles, the insurance policies and insurance records and other documents related to the 2019-B Leases and 2019-B 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 2019-B Exchange Noteholder, in acquiring the 2019-B Exchange Note, will rely.  Such representations and warranties are remade as of the 2019-B Exchange Note Issuance Date and will survive the sale, transfer, assignment and conveyance of the 2019-B Exchange Note to the 2019-B Exchange Noteholder, the Transferor and the Issuer and the pledge of the 2019-B Exchange Note to the Indenture Trustee pursuant to the Indenture.

 

(b)          As of the 2019-B 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 the ability of the Servicer to perform its obligations under this Agreement.

 

(c)          As of the 2019-B Exchange Note Issuance Date, 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 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 2019-B Exchange Noteholder have been utilized in selecting the 2019-B Leases and 2019-B Vehicles included in the 2019-B 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 2019-B Lease and (ii) the acquisition by the Titling Trust of such 2019-B Lease and the related 2019-B 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 2019-B Closing Date.

 

Section 3.03.  2019-B Lease and 2019-B Vehicle Representations and Warranties.  The Servicer makes the representations and warranties set forth in Exhibit B with respect to the 2019-B Leases and the 2019-B Vehicles, on which the 2019-B Exchange Noteholder, the Transferor and the Issuer (on behalf of the Noteholders) are relying in acquiring the 2019-B Exchange Note.  Such representations and warranties are effective as of the 2019-B Cutoff Date (unless otherwise specified) and will survive the sale, transfer, assignment and conveyance of the 2019-B Exchange Note to the 2019-B Exchange Noteholder, the Transferor and the Issuer and the pledge of the 2019-B 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 2019-B 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 2019-B 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).

 

(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 2019-B 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 2019-B 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 2019-B Lease or 2019-B 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 2019-B Exchange Note Collection Account an amount equal to the related Repurchase Payment with respect to such 2019-B Lease and related 2019-B Vehicle.

 

(ii)         The Servicer shall deposit into the 2019-B 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 2019-B Lease and 2019-B Vehicle in accordance with the terms of the 2019-B Servicing Agreement.

 

(iii)        So long as MBFS USA remains the Servicer, the Servicer will deposit into the 2019-B Exchange Note Collection Account an amount equal to the Repurchase Payment with respect to any 2019-B Lease if the Servicer is notified that the garaging location of the related 2019-B Vehicle has changed and, as a result of such change, such 2019-B 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 2019-B Lease and related 2019-B Vehicle that the Servicer is removing from the 2019-B Reference Pool in accordance with Section 3.05(a) into the 2019-B 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.

 

(b)          Purchase Constitutes Sole Remedy for Breach.  The sole remedy of the Collateral Agent, the 2019-B Exchange Noteholder, the Indenture Trustee and the Holders of the 2019-B 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 2019-B Leases and 2019-B Vehicles.  Upon the deposit of the Repurchase Payment for any 2019-B Lease and 2019-B Vehicle pursuant to Section 3.05(a), such 2019-B Lease and 2019-B Vehicle will be reallocated to the Revolving Facility Pool at the direction of the Servicer and will no longer be included in the 2019-B Reference Pool.

 

Section 3.06.  Collection of Payments.  The Servicer may grant extensions, waivers, rebates, modifications or adjustments with respect to any 2019-B Lease, except that if, after the 2019-B Cutoff Date, the Servicer grants an extension with respect to any 2019-B 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 2019-B Exchange Note Collection Account an amount equal to the related Repurchase Payment and will reallocate such 2019-B Lease and the related 2019-B 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 2019-B Exchange Note and 2019-B 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 2019-B Exchange Note and/or the 2019-B 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 2019-B Servicing Agreement, the Collateral Agency Agreement and the Indenture.  Except as otherwise set forth in the 2019-B Basic Documents, 2019-B 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 2019-B Servicing Supplement.

 

Section 3.08.  Fees and Expenses.

 

(a)          2019-B Reference Pool Servicing Fee.  The 2019-B Reference Pool Servicing Fee will be payable solely from, and the right of the Servicer to receive the 2019-B Reference Pool Servicing Fee will be limited in recourse to, the 2019-B Available Funds and other amounts applied to the payment of such fee pursuant to the 2019-B 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 2019-B Bank Accounts shall constitute 2019-B 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 2019-B Exchange Note Collection Account.

 

Section 3.09.  Termination.  This 2019-B 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 2019-B 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 2019-B 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.

 

(e)          Upon receipt of a copy of the Review Report, the Servicer (i) will review such Review Report and, with respect to any 2019-B Lease and related 2019-B 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 2019-B Lease or 2019-B 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 2019-B Lease and related 2019-B 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.

 

(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.

 

(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 2019-B Basic Documents, and may not modify or change this Agreement or the other 2019-B 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, expense 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 action or 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.

 

 

 

Section 4.01.  2019-B Bank Accounts.

 

(a)          Establishment of 2019-B Bank Accounts.  On or before the 2019-B Exchange Note Issuance Date, the Servicer will establish the 2019-B 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 2019-B” that will be designated as the “2019-B Exchange Note Collection Account”;

 

(ii)         “U.S. Bank National Association, as Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 2019-B” that will be designated as the “2019-B Distribution Account”; and

 

(iii)        “U.S. Bank National Association, as Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 2019-B” that will be designated as the “2019-B Reserve Account.”

 

Initially, the 2019-B Exchange Note Collection Account will be account number ###-###-####, the 2019-B Distribution Account will be account number ###-###-#### and the 2019-B Reserve Account will be account number ###-###-####.

 

(b)          Control of the 2019-B Bank Accounts.  Each of the 2019-B Bank Accounts will be under the sole dominion and control of the Indenture Trustee, as secured party for the benefit of the 2019-B Secured Parties, so long as the 2019-B Bank Accounts remain subject to the Lien of the Indenture.  Following the payment in full of (i) the 2019-B ABS Notes and the release of the 2019-B Bank Accounts from the Lien of the Indenture, (A) at the direction of the Servicer, the 2019-B Distribution Account and the 2019-B Reserve Account may be closed and (B) the 2019-B Exchange Note Collection Account will be under the sole dominion and control of the Collateral Agent and (ii) the 2019-B Exchange Note, the 2019-B 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 2019-B ABS Notes has been reduced to zero and the 2019-B Bank Accounts have been released from the Lien of the Indenture, the Collateral Agent, and following the payment in full of the 2019-B Exchange Note, the Borrower) to make deposits to or withdrawals from the 2019-B Exchange Note Collection Account in accordance with the 2019-B Exchange Note Supplement, the Indenture, the Collateral Agency Agreement and this 2019-B Servicing Supplement.  All monies deposited in the 2019-B Exchange Note Collection Account will be held (i) until the Note Balance of the 2019-B ABS Notes has been reduced to zero, all Issuer Obligations have been paid in full and the 2019-B Bank Accounts have been released from the Lien under the Indenture, by the Indenture Trustee, (ii) until the payment in full of the 2019-B Exchange Note, by the Collateral Agent and (iii) following the payment in full of the 2019-B Exchange Note, by or on behalf of the Borrower, and in each case will be applied only upon the terms and conditions of the 2019-B Basic Documents, as applicable.  The authority of the Servicer to make deposits to the 2019-B Bank Accounts is revocable at any time (i) by the Indenture Trustee until the Note Balance of the 2019-B ABS Notes has been reduced to zero and the 2019-B Bank Accounts have been released from the Lien of the Indenture, (ii) then, by the Collateral Agent until the payment in full of the 2019-B Exchange Note, and (iii) thereafter by the Borrower.

 

(c)          Agreement with Depository Institution.  The 2019-B 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 2019-B Exchange Note Collection Account all 2019-B Collections within two Business Days after receipt and identification and (ii) is met, the Servicer will remit to the 2019-B Exchange Note Collection Account an amount equal to all 2019-B Collections for a Collection Period no later than the related Deposit Date.

 

(b)          Pending deposit into the 2019-B Exchange Note Collection Account, the Servicer may use such 2019-B Collections at its own risk and for its own benefit and is not required to segregate 2019-B Collections from its own funds.

 

 

 

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 2019-B 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 2019-B Exchange Note Collection Account an amount equal to the 2019-B Exchange Note Purchase Price.  The 2019-B ABS Notes shall be redeemed in accordance with Section 10.01 of the Indenture.

 

(b)          Upon purchase of the 2019-B 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 2019-B Exchange Note and the 2019-B Leases and 2019-B 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 2019-B 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.

 

 

 

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 2019-B 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 2019-B 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 2019-B 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, 2019 an Officers’ 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 2019-B 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 2019-B 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, 2019, 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.

 

(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, 2019, 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.

 

 

 

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 2019-B 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 2019-B Exchange Note or to this 2019-B 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 2019-B Exchange Note under the Basic Servicing Agreement or this 2019-B 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 2019-B Servicing Agreement, which failure materially and adversely affects the rights of holders of interests in the 2019-B 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 2019-B Servicing Agreement or any certificate, report or other writing delivered pursuant to the 2019-B 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 2019-B 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 2019-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2019-B 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 2019-B Servicing Supplement.

 

(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 2019-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the 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 2019-B Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the 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 2019-B 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 7.01(a), 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 2019-B 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 2019-B Bank Accounts or thereafter received with respect to the 2019-B Leases and 2019-B 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 2019-B Leases and 2019-B 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.

 

(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 2019-B 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 2019-B 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 hereunder, 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.

 

 

 

Section 8.01.  Amendments.

 

(a)          This 2019-B Servicing Supplement and the Basic Servicing Agreement, as supplemented by this 2019-B 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 2019-B Servicing Supplement that are not inconsistent with the provisions of this 2019-B 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 2019-B 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 2019-B Leases and 2019-B 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 2019-B 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 2019-B 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 2019-B 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 2019-B 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.

 

Section 8.03.  Third-Party Beneficiaries.  The Issuer and the Indenture Trustee, as holder and pledgee, respectively, of the 2019-B 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 2019-B ABS Notes, the 2019-B Exchange Note or the 2019-B 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 2019-B 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 2019-B 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 2019-B Servicing Supplement or the transactions contemplated by the 2019-B Basic Documents.  Each party to this 2019-B 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 2019-B 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 2019-B BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 2019-B BASIC DOCUMENT.

 

Section 8.07.  Severability.  If any one or more of the covenants, agreements, provisions or terms of this 2019-B Servicing Supplement or the 2019-B 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 2019-B Servicing Supplement or the 2019-B 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 2019-B Servicing Supplement or the 2019-B Servicing Agreement.

 

Section 8.08.  Counterparts.  This 2019-B 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.

 

Section 8.09.  Table of Contents and Headings.  The Table of Contents and the various headings in this 2019-B Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2019-B Servicing Supplement.

 

Section 8.10.  Conflict with Basic Servicing Agreement.  In the event of any conflict between this 2019-B Servicing Supplement and the Basic Servicing Agreement, the terms of this 2019-B 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.

 

Section 8.12.  Each Exchange Note Separate; Assignees of Exchange Note.  Each party hereto acknowledges and agrees (and each holder or pledgee of the 2019-B Exchange Note, by virtue of its acceptance of such 2019-B 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 2019-B Exchange Note or the related 2019-B Reference Pool shall be enforceable against such 2019-B 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 2019-B Exchange Note or any 2019-B Lease or 2019-B Vehicle included in the 2019-B 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 2019-B Exchange Note transferred hereunder which is related to the 2019-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2019-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2019-B Exchange Note or the related 2019-B 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 2019-B Exchange Note related to the 2019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2019-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2019-B Reference Pool or, the 2019-B 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.

 

IN WITNESS WHEREOF, the parties hereto have caused this 2019-B Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written.

 

 

 

 

 

 

 

(ii)          Leases.  The 2019-B Lease constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of Section 9-102 of the UCC.

 

(iii)         Leased Vehicle.  The related 2019-B Vehicle is a Mercedes-Benz passenger car or sport utility vehicle that was new at the time of the origination of the related 2019-B Lease and is not powered by a diesel engine.

 

(iv)         Certificate of Title and Lienholder.  The 2019-B Vehicle was titled in a State, or the Servicer has started procedures that will result in the 2019-B 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 2019-B 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 2019-B 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 2019-B 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 2019-B Vehicle based upon the related Contract Rate.

 

(vii)        One Original.  There is only one original executed copy or one authoritative copy of the 2019-B Lease, as applicable.  The Servicer, or its custodian, has possession or control, 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 2019-B Lease complied in all material respects at the time it was originated and, as of the 2019-B Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.

(ix)         Enforceability.  The 2019-B Lease was fully and properly executed by the parties thereto and such 2019-B 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 2019-B Lease nor the 2019-B 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 2019-B Lease and 2019-B 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 2019-B Vehicle.

 

(xi)         Lease in Full Force and Effect; No Waiver.  The 2019-B Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of the 2019-B Lease has been waived in any manner that causes or could cause such 2019-B Lease to not qualify with the other criteria set forth herein.

 

(xii)        No Defenses.  The 2019-B 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 2019-B 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 2019-B 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 2019-B Lease, the related lease agreement required the related Lessee to obtain physical damage insurance covering the related 2019-B Vehicle.

 

(xvi)       No Bankruptcy.  As of the 2019-B Cutoff Date, the Servicer has not received actual notice that the Lessee on any 2019-B Lease is a debtor in a bankruptcy proceeding.

 

(xvii)      No Extensions.  The 2019-B Lease has not been extended or otherwise been deferred, but may have been modified in accordance with the Credit and Collection Policy so long as such modification did not cause such 2019-B Lease to not qualify with the other criteria set forth herein.

 

(xviii)     Delinquencies; No Payment Default.  As of the 2019-B Cutoff Date, none of the 2019-B Leases is Delinquent by more than 30 days.  As of the 2019-B Cutoff Date, none of the 2019-B Leases is a Defaulted Lease.

 

(xix)       Securitization Value.  As of the 2019-B Cutoff Date, each 2019-B 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 2019-B Lease had a FICO score of not less than 651.

 

(xxi)       No Allocation to Other Specified Interest.  The 2019-B Lease and the related 2019-B Vehicle allocated to the 2019-B Reference Pool has not been allocated to any Reference Pool other than the 2019-B Reference Pool.

 

(xxii)      Model Year.  The related 2019-B Vehicle has a model year between 2015 and 2020, inclusive.

 

 

 

Mercedes-Benz Auto Lease Trust 2019-B

Investor Report

 

Net Investment Earnings on the Reserve Fund
Net Investment Earnings on the Exchange Note
Collection Account
Investment Earnings for the Collection Period

*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]

[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.]

 

 

 

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 2019-B Leases and 2019-B 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 2019-B Servicing Supplement, dated as of November 1, 2019 (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.

 

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.

 

 

 

The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

 

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