Exhibit 99.4
MERCEDES-BENZ AUTO LEASE TRUST 2025-B,
as Issuer,
MERCEDES-BENZ FINANCIAL SERVICES USA LLC,
as Administrator,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee
|
|
2025-B ADMINISTRATION AGREEMENT
|
|
|
Dated as of October 1, 2025
|
|
TABLE OF CONTENTS
|
|
Page
|
|
|
|
| Section 1.01. |
Capitalized Terms; Rules of Usage
|
1
|
| Section 1.02. |
Duties of the Administrator
|
2 |
| 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
|
8
|
| Section 1.09. |
Term of Agreement; Resignation and Removal of Administrator
|
8
|
| Section 1.10. |
Action Upon Termination, Resignation or Removal
|
9
|
| 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
|
11
|
| 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
|
This 2025-B ADMINISTRATION AGREEMENT, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified, this “Agreement”), is
among MERCEDES-BENZ AUTO LEASE TRUST 2025-B, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank Trust Co.”), as
indenture trustee (the “Indenture Trustee”).
WHEREAS, the Issuer is governed pursuant to an Amended and Restated Trust Agreement, dated as of October 1, 2025, 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 2025-B 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:
“2025-B Servicing Supplement” means the 2025-B Servicing Supplement, dated as of October 1,
2025, to the Basic Servicing Agreement, among MBFS USA, as servicer and lender, Mercedes-Benz Vehicle Trust, as titling trust, and Collateral Title Co., as collateral agent.
“Basic Collateral Agency Agreement” means the Second Amended and Restated Collateral Agency
Agreement, dated as of May 1, 2023, among Mercedes-Benz Vehicle Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Collateral Title Co., as collateral agent, and MBFS USA, as lender and as servicer.
“Basic Servicing Agreement” means the Second Amended and Restated Servicing Agreement,
dated as of May 1, 2023, among MBFS USA, as lender and as servicer, Mercedes-Benz Vehicle Trust, as titling trust, U.S. Bank Trust National Association, as administrative agent, and Collateral 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 2025-B Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under
the 2025-B 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 2025-B
Basic Documents. Further, on behalf of the Issuer, the Administrator shall perform the duties and obligations related to a transition from the then-current Benchmark, including but not limited to the determination of a Benchmark Transition
Event and its related Benchmark Replacement Date and any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes pursuant to the terms of the Indenture. The Administrator shall perform such calculations (including any
calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture), 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 2025-B 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 2025-B 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 are 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);
(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 determination of
the SOFR Rate (to the extent not otherwise obtained by the Note Paying Agent pursuant to the Indenture) or other then-current Benchmark, and all other determinations relating to a Benchmark Transition Event and its related Benchmark Replacement
Date, making SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time (Section 2.16);
(viii) the duty to cause the
payment of all principal and interest to the Noteholders (Section 3.01);
(ix) the maintenance of an
office 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);
(x) 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);
(xi) 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);
(xii) the obtaining and
preservation of the Issuer’s qualifications to do business (Section 3.04);
(xiii) 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);
(xiv) the delivery of the
Opinion of Counsel on the 2025-B Closing Date (and the annual delivery of Opinions of Counsel as to the Trust Estate) (Section 3.06);
(xv) 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));
(xvi) 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 2025-B 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 2025-B Servicing Agreement with respect to the 2025-B Collateral, the taking of all reasonable steps available to remedy such failure (Sections
3.07(d), 3.16 and 5.01);
(xvii) 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);
(xviii) 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);
(xix) 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);
(xx) 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);
(xxi) the duty to cause the
Servicer to deliver the Monthly Investor Report (Section 8.02);
(xxii) the preparation of an
Issuer Request for the release of the Trust Estate (Section 8.05(c));
(xxiii) 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);
(xxiv) the preparation and
execution of new Notes conforming to any supplemental indenture (Section 9.06);
(xxv) the duty to cause the
deposit of an amount equal to the Note Redemption Price into the 2025-B Exchange Note Collection Account upon redemption of Notes (Section 10.01);
(xxvi) the duty to notify each
Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvii) 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
(xxviii) 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 2025-B 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 2025-B 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.
(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 2025-B 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 2025-B 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 2025-B Collateral (including the 2025-B 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 2025-B 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 2025-B 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 2025-B 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.
(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 2025-B 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 2025-B Leases or 2025-B Vehicles);
(iii) the amendment,
change, modification or waiver of any 2025-B 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.
(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 2025-B 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 2025-B 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 2025-B 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.
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 2025-B 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.
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 35555 W. Twelve Mile Road, Suite
100, Farmington Hills, Michigan 48331, Attention: Steven C. Poling (e-mail: steven.c.poling@mercedes-benz.com), (ii) if to the Owner Trustee, at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration (e-mail: hparks@wilmingtontrust.com), (iii) if to the Indenture Trustee, at 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention:
Corporate Trust Services/MBALT 2025-B (e-mail: melissa.rosal@usbank.com and e-mail: juan.hernandez3@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 2025-B Leases and 2025-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 2025-B 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.
(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 2025-B 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
2025-B BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH OTHER 2025-B BASIC DOCUMENT.
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 Trust Co., as Indenture Trustee, and in no event shall U.S. Bank Trust Co. 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.
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 2025-B Exchange Note or any 2025-B 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 2025-B 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.
(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 2025-B 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.
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 2025-B, as Issuer
|
|
|
|
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title
|
|
|
|
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title
|
|
|
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title
|
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 2025-B, 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 October 1, 2025 (the “Administration Agreement”), among the Issuer, the Administrator and U.S.
Bank Trust Company, 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 2025-B 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 October 1, 2025 (the “Trust Agreement”), between Mercedes-Benz 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.
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.
EXECUTED, as of this ____th day of October, 2025.
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
STATE OF ILLINOIS
|
}
|
|
}
|
|
COUNTY OF DUPAGE
|
}
|
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 ____th day of October, 2025.
Notary Public – State of Illinois
EXECUTED, as of this ____th day of October, 2025.
|
MERCEDES-BENZ AUTO LEASE TRUST 2025-B
|
| |
|
|
By:
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee |
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
STATE OF ILLINOIS
|
}
|
|
}
|
|
COUNTY OF DUPAGE
|
}
|
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 ____th day of October, 2025.
Notary Public – State of Illinois
Power of Attorney