MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of March 1,...

MERCEDES-BENZ AUTO LEASE TRUST 2016-A,
as Initial Secured Party,

 

U.S. BANK NATIONAL ASSOCIATION,
as Assignee-Secured Party,
and

 

U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary

 

_____________________________

 

2016-A COLLATERAL ACCOUNT
CONTROL AGREEMENT

 

Dated as of March 1, 2016

 

_____________________________

 

TABLE OF CONTENTS

 

 

This 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of March 1, 2016 (as amended, restated, modified or otherwise supplemented, this “Agreement”), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-A (the “Issuer”), as initial secured party (the “Initial Secured Party”), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”), as secured party (the “Assignee‑Secured Party”), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

 

RECITALS

 

WHEREAS, pursuant to a 2016-A Servicing Supplement, dated as of March 1, 2016 (the “2016-A Servicing Supplement”), to the Amended and Restated Servicing Agreement, dated as of March 1, 2009 (the “Servicing Agreement”), each among Mercedes-Benz Financial Services USA LLC, as servicer (in such capacity, the “Servicer”) and as lender (in such capacity, the “Lender”), Daimler Title Co., as collateral agent (the “Collateral Agent”), and Daimler Trust, a Delaware statutory trust (the “Titling Trust”), each of the 2016-A Distribution Account and the 2016-A Reserve Account (as such terms are hereinafter defined) have been created in the name of the Assignee-Secured Party;

 

WHEREAS, pursuant to an Indenture, dated as of March 1, 2016 (the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer has granted to the Assignee-Secured Party a security interest in each of the segregated account with account number 183623002, established with the Securities Intermediary and designated as the 2016-A Reserve Account (the “2016-A Reserve Account”), segregated account with account number 183623001, established with the Securities Intermediary and designated as the 2016-A Distribution Account (the “2016-A Distribution Account” and, together with the 2016-A Reserve Account and any successor accounts or sub-accounts thereof, collectively, the “2016-A Collateral Accounts” and, individually, a “2016-A Collateral Account”), related Security Entitlements (as defined herein) and the financial assets and other investment property from time to time included therein to secure payment of the obligations of the Titling Trust and the Initial Secured Party under the Basic Collateral Agency Agreement and the 2016-A Exchange Note Supplement, as applicable;

 

WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to each 2016-A Collateral Account shall be transferred back to the Initial Secured Party; and

 

WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the Uniform Commercial Code and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the Lien of the Indenture.

 

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

 

 

Section 1.01.                                        Capitalized Terms; Rules of Usage.  Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the 2016-A Servicing Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this Agreement.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:

 

“2016-A Collateral Accounts” has the meaning set forth in the preamble.

 

“2016-A Exchange Note Supplement” means the 2016-A Exchange Note Supplement, among the Titling Trust, as Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee.

 

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

 

“Assignee-Secured Party” has the meaning set forth in the preamble.

 

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

 

“Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

 

“Entitlement Order” means a notification directing the Securities Intermediary to transfer or redeem a financial asset.

 

“Financial Asset” has the meaning set forth in Section 8-102(a)(9) of the UCC.

 

“Initial Secured Party” has the meaning set forth in the preamble.

 

“Securities Intermediary” has the meaning set forth in the preamble.

 

“Security Entitlement” means the rights and property interest of an Entitlement Holder with respect to a Financial Asset, as specified in Part 5 of Article 8 of the UCC.

 

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

 

 

Section 2.01.                                        Establishment of 2016-A Collateral Accounts.  The Securities Intermediary hereby confirms that (i) the Indenture Trustee, on behalf of the Servicer, has established each 2016-A Collateral Account with the Securities Intermediary, (ii) each 2016-A Collateral Account is an account to which Financial Assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Assignee-Secured Party as entitled to exercise the rights that comprise any Financial Asset credited to any 2016-A Collateral Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Assignee-Secured Party or the Initial Secured Party for deposit to any 2016-A Collateral Account will promptly be credited to the related 2016-A Collateral Account and (v) all securities or other property underlying any Financial Assets credited to any 2016-A Collateral Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any 2016-A Collateral Account be registered in the name of the Transferor or the Initial Secured Party, payable to the order of the Transferor or the Initial Secured Party or specially endorsed to the Transferor or the Initial Secured Party except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

 

Section 2.02.                                        “Financial Assets” Election.  The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to any 2016-A Collateral Account shall be treated as a “Financial Asset” as set forth in Section 8-102(a)(9) of the UCC.

 

Section 2.03.                                        Entitlement Orders.  If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to any 2016-A Collateral Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Transferor, the Initial Secured Party or any other Person.  If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released and all Issuer Obligations have been paid, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to each 2016-A Collateral Account from the Initial Secured Party without further consent by the Transferor or any other Person.  Notwithstanding anything to the contrary contained herein, if at any time the Securities Intermediary receives conflicting orders or instructions from the Assignee-Secured Party and the Initial Secured Party, the Securities Intermediary will follow the orders or instructions of the Assignee-Secured Party and not the Initial Secured Party.

 

Section 2.04.                                        Subordination of Lien; Waiver of Set-Off.  In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any 2016-A Collateral Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party.  The Financial Assets and other items deposited to any 2016-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the

Assignee-Secured Party and, subject to the provisions hereof, the Initial Secured Party.  Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in any 2016-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such 2016-A Collateral Account and (ii) the face amount of any checks which have been credited to such 2016-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

 

Section 2.05.                                        Notice of Adverse Claims.  Except for the claims and interests of the Initial Secured Party and the Assignee-Secured Party in each 2016-A Collateral Account, the Securities Intermediary does not know of any claim to, or interest in, any 2016-A Collateral Account or in any Financial Asset credited to any 2016-A Collateral Account.  If any Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any 2016-A Collateral Account or in any Financial Asset within any 2016-A Collateral Account, the Securities Intermediary will promptly notify the Assignee-Secured Party, the Initial Secured Party and the Transferor thereof.