ASSET REPRESENTATIONS REVIEW AGREEMENT MERCEDES-BENZ AUTO LEASE TRUST 201[_]-[_],

Exhibit 10.5

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This ASSET REPRESENTATIONS REVIEW AGREEMENT (this "Agreement"), entered into as of [______] 1, 201[_], by and among MERCEDES-BENZ AUTO LEASE TRUST 201[_]-[_], a Delaware statutory trust, (the "Issuer"), MERCEDES-BENZ FINANCIAL SERVICES USA, a Delaware limited liability company, as servicer and administrator (the "Servicer" and the "Administrator" respectively), [_______________], a national banking association, as indenture trustee and not in its individual capacity (the "Indenture Trustee") and [______________________], a [___________________], (the "Asset Representations Reviewer").

WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform reviews of certain 201[_]-[_] Leases and 201[_]-[_] Leased Vehicles for compliance with certain representations and warranties made with respect thereto; and

WHEREAS, the Asset Representations Reviewer desires to perform such reviews of 201[_]-[_] Leases and 201[_]-[_] Leased Vehicles in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.
USAGE AND DEFINITIONS

  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 201[_]-[_] 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.  In the event of any conflict between a definition appearing below and any other 201[_]-[_] Basic Document, the definition appearing below shall control for purposes of this Agreement.

Whenever used in this Agreement, the following words and phrases shall have the following meanings:

"201[_]-[_] Servicing Supplement" means the 201[_]-[_] Servicing Supplement, dated as of [_____] 1, 2015, to the Basic Servicing Agreement, among the Servicer, MBFS USA, as Lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

"Annual Fee" has the meaning stated in Section 4.03(a).

"Annual Period" means each annual period commencing on the 201[_]-[_] Closing Date, in the case of the first such period, and otherwise on the most recent anniversary of the 201[_]-[_] Closing Date and ending on the next anniversary of the 201[_]-[_] Closing Date.

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

"Confidential Information" has the meaning stated in Section 4.09(b).

"Eligible Representations" shall mean those representations identified within the "Tests" included in Schedule B.

"Information Recipients" has the meaning stated in Section 4.09(a).

"Indemnified Person" has the meaning stated in Section 4.06(a).

"Indenture" means the Indenture, dated as of [______] 1, 201[_], between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or modified from time to time.

"Indenture Trustee" means [__________], as indenture trustee under the Indenture, and any successor thereto.

"Issuer PII" has the meaning stated in Section 4.10(a).

"Personally Identifiable Information"  or "PII" has the meaning stated in Section 4.10(a).

"Review" means the completion by the Asset Representations Reviewer of the procedures listed under "Tests" in Schedule B for each Review Asset as further described in Section 3.03.

"Review Assets" means those 201[_]-[_] Leases and 201[_]-[_] Leased Vehicles identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice according to Section 3.01.

"Review Fee" has the meaning stated in Section 4.03(b).

"Review Materials" means the documents, data, and other information required for each "Test" in Schedule A.

"Review Notice" means a notice delivered to the Asset Representations Reviewer by the Indenture Trustee pursuant to Section [7.02] of the Indenture.

"Review Report" has the meaning stated in Section 3.04.

"Tests" mean the procedures listed in Schedule B as applied to the process described in Section 3.03.

"Test Complete" has the meeting stated in Section 3.03(c).

"Test Fail" has the meaning stated in Section 3.03(a).

"Test Pass" has the meaning stated in Section 3.03(a).

ARTICLE II.

ENGAGEMENT; ACCEPTANCE

 

 

Section 2.01  Engagement; Acceptance.

The Issuer hereby engages [______________________] to act as the Asset Representations Reviewer for the Issuer.  [______________________] accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

Section 2.02  Confirmation of Status

The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the 201[_]-[_] Leases and 201[_]-[_] Leased Vehicles for compliance with the representations and warranties under the 201[_]-[_] Servicing Supplement, except as described in this Agreement or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the 201[_]-[_] Servicing Supplement.

ARTICLE III.

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.01  Review Notices and Identification of Review Assets.

On receipt of a Review Notice from the Indenture Trustee according to Section [7.02] of the Indenture, the Asset Representations Reviewer will start a Review.  The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.  Once the Review Notice is issued, the Servicer will provide the list of Review Assets to the Asset Representations Reviewer within [ ] Business Days.

The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice and the related list of Review Assets is received.  The Asset Representations Reviewer is not obligated to verify (i) whether the Indenture Trustee properly determined that a Review Notice was required or (ii) the accuracy or completeness of the list of Review Assets provided by the Servicer.

Section 3.02  Review Materials.

 

Section 3.03  Performance of Reviews

Section 3.04  Review Report.

Within [ ] days after the end of the applicable Review period under Section 3.03(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer, and the Indenture Trustee a report (the "Review Report") indicating for each Review Asset whether there was a Test Pass, Test Fail or Test Complete for each related Test.  For each Test Fail or Test Complete, the Review Report will indicate the related reason, including (for example) whether the Review Asset was a Test Fail as a result of missing or incomplete Review Materials.  The Review Report will contain a summary of the Review results to be included in the Issuer's Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations Reviewer will ensure that the Review Report does not contain any Personally Identifiable Information.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional details on the Test results.

Section 3.05  Review Representatives.

Section 3.06  Dispute Resolution.

If a Review Asset that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section [3.10] of the 201[_]-[_] Servicing Supplement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid (a) in the case of an arbitration, by a party to the dispute resolution as determined by the arbitrator for the dispute resolution, and (b) in the case of a mediation, as parties shall mutually determine, in each case according to Section [3.10] of the 201[_]-[_] Servicing Supplement.  If not paid by a party to the dispute resolution, the expenses will be reimbursed by [the Issuer] according to Section 4.03(d) of this Agreement.

Section 3.07  Limitations on Review Obligations.

ARTICLE IV.

ASSET REPRESENTATIONS REVIEWER

licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer's ability to perform its obligations under this Agreement.

The Asset Representations Reviewer covenants and agrees that:

ensure that these systems allow for each Review Asset and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

[WATERFALL FEE STRUCTURE]

 [SIDE AGREEMENT ANNUAL FEE STRUCTURE]

[The [Issuer] will, or will cause the Administrator to, pay the Asset Representations Reviewer as compensation for acting as the Asset Representations Reviewer under this Agreement an annual fee separately agreed to by the Issuer and the Asset Representations Reviewer.  The annual fee will be paid as agreed by the Issuer and the Asset Representations Reviewer until this Agreement is terminated.]

[WATERFALL FEE STRUCTURE]

Section 4.04  Limitation on Liability.

The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

 

Section 4.05  Indemnification by Asset Representations Reviewer.

 

The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer's breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer's obligations under this Section 4.05 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

 

Section 4.06  Indemnification of Asset Representations Reviewer.

 

 notify the Issuer and the Administrator of the Proceeding.  The Issuer or and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, and an Indemnified Person.  If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer's normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer's obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement.  In addition, the Asset Representations Reviewer will permit the Issuer's, the Servicer's or the Administrator's representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer's officers and employees.  Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

(i)   lists of Review Assets and any related Review Materials;

(ii)  origination and servicing guidelines, policies and procedures, and form contracts; and

(iii)  notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients' files and records or other evidence in the Information Recipients' possession or (D) the Issuer or the Servicer provides permission to the applicable Information Recipients to release.

security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(i)  The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the prior consent of the Issuer or (C) as required by applicable law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii)  The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

the inspections described in Section 4.07.  The Asset Representations Reviewer will also permit the Issuer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer's obligations under this Agreement.

ARTICLE V.

REMOVAL, RESIGNATION

Section 5.01  Eligibility of the Asset Representations Reviewer.

The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Issuer, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates, (b) was not, and is not Affiliated with a Person that was, engaged by the Issuer, the Depositor, the Servicer or any Underwriter to perform any due diligence on the 201[_]-[_] Leases and 201[_]-[_] Leased Vehicles prior to the 201[_]-[_] Closing Date and (c) is not disqualified by the SEC or other governmental authority having jurisdiction from acting under this Agreement as Asset Representations Reviewer.

Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.01, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer, the Servicer and the Administrator an agreement to assume the Asset Representations Reviewer's obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI.

 

 

Section 6.01  Independence of the Asset Representations Reviewer.

The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless expressly authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer.  Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of  the Exchange Notes, Notes and other Securities , it will not institute or pursue against, or join any other Person in instituting or pursuing against, the Titling Trust, the Transferor, the Issuer or the Initial Beneficiary 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 201[_]-[_] Exchange Note or any 201[_]-[_] Basic Document and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

This Agreement has been signed on behalf of the Issuer by [__________], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will [__________] in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer's obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

This Agreement will terminate, except for the obligations under Section 4.05, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

MISCELLANEOUS PROVISIONS

(i)  to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case without the consent of the Noteholders or any other Person;

(ii)  to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer's Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Noteholders; or

(iii)  to add, change or eliminate terms of this Agreement for which an Officer's Certificate is not or cannot be delivered under Section 7.01(a)(ii), with the consent of a majority of the principal amount of the Notes of the Controlling Class then Outstanding, acting together as a single class.

(i)   for overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)  for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has occurred.

 

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

EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

No party's failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

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IN WITNESS WHEREOF, the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

	MERCEDES-BENZ AUTO LEASE TRUST 201[_]-[_], as Issuer
	By:	[__________], not in its individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:

Schedule A

Review Materials

Schedule B

Representations and Warranties and Tests