Common use of SUPPLEMENTAL INDENTURES Clause in Contracts

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 59 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 61 Section 9.0310.03. Execution of Supplemental Indentures 59 62 Section 9.0410.04. Effect of Supplemental Indenture 60 63 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.0610.05. Reference in Notes to Supplemental Indentures 60 63 ARTICLE TEN REDEMPTION OF NOTES XI DEFEASANCE Section 10.0111.01. Redemption 61 Defeasance 63 ARTICLE XII MISCELLANEOUS Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.0112.01. Compliance Certificates and Opinions, etc. 63 65 Section 11.0212.02. Form of Documents Delivered to Indenture Trustee 64 66 Section 11.0312.03. Acts of Noteholders 65 67 Section 11.0412.04. Notices 65 to Issuer, Indenture Trustee, Paying Agent, Authentication Agent and Transfer Agent and Xxxxxxxxx 00 Section 11.0512.05. Notices to Noteholders; Waiver 66 68 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.0712.06. Alternate Payment and Notice Provisions 67 69 Section 11.0812.07. Effect of Headings and Table of Contents 67 69 Section 11.0912.08. Successors and Assigns 67 69 Section 11.1012.09. Severability 67 Separability 69 Section 11.1112.10. Benefits of Indenture 67 69 Section 11.1212.11. Legal Holidays 67 70 Section 11.1312.12. GOVERNING LAW 68 70 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.1512.13. Counterparts 68 70 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.1812.14. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.2112.15. Subordination Provision of Information to Rating Agencies 70 Section 11.2212.16. Termination of Collateral Agent’s Lien Conversion 71 Section 11.2312.17. Each Exchange Note Separate; Assignees Inclusion of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties Receivables Assigned from Kenosia Funding LLC and Covenants C-1 Cartus Relocation Corporation 72 This MASTER INDENTURE, dated as of November 1April 25, 20182000 (as amended, is modified or supplemented from time to time, the “Indenture”), by and between MERCEDES-BENZ AUTO LEASE TRUST 2018-BAPPLE RIDGE FUNDING LLC, a limited liability company organized under the laws of the State of Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”), and U.S. Bank National Association, a national banking associationTHE BANK OF NEW YORK, as successor to JPMorgan Chase Bank, N.A., as indenture trustee and not (herein, together with its successors in its individual capacity (the trusts hereunder, the “Indenture Trustee”). Each party agrees , and THE BANK OF NEW YORK, a New York state banking corporation, as follows for the benefit of the other party paying agent, authentication agent and for the equal transfer agent and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes registrar (the together with its permitted successors and assigns, “Class A-1 NotesBNY”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the . This Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which may be supplemented at any time constitute all or part of or are included and from time to time by an indenture supplement in the proceeds of any of the foregoing accordance with Article X hereof (collectivelyeach, the an “2018-B CollateralIndenture Supplement”). The foregoing Grant is made in trust to secure If a conflict exists between the payment of principal of terms and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this any Indenture in accordance with Supplement, the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none and provisions of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations controlling with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accountsrelated Series.

SUPPLEMENTAL INDENTURES. Section 54 SECTION 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 54 SECTION 9.02. Supplemental Indentures With with Consent of Noteholders 58 Section 55 SECTION 9.03. Execution of Supplemental Indentures 59 Section 56 SECTION 9.04. Effect of Supplemental Indenture 60 Section 57 SECTION 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 57 SECTION 9.06. Conformity with Trust Indenture Act 57 ARTICLE TEN X. REDEMPTION OF NOTES Section 57 SECTION 10.01. Redemption 61 Section 57 SECTION 10.02. Form of Redemption Notice 61 Section 57 SECTION 10.03. Notes Payable on Redemption Date 62 58 ARTICLE ELEVEN XI. MISCELLANEOUS Section11.0158 SECTION 11.01. Compliance Certificates and Opinions, etc. 63 Section etc 58 SECTION 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 60 SECTION 11.03. Acts of Noteholders 65 Section 61 SECTION 11.04. Notices 65 Section Notices, etc., to Indenture Trustee, Issuer and Rating Agencies 61 SECTION 11.05. Notices to Noteholders; Waiver 66 Section 62 SECTION 11.06. Conflict with Trust Indenture Act 67 Section [Reserved] 62 SECTION 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.0962 SECTION 11.08. Successors and Assigns 67 Section 62 SECTION 11.09. Separability 63 SECTION 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.1263 SECTION 11.11. Legal Holidays 67 Section 63 SECTION 11.12. Governing Law 63 SECTION 11.13. GOVERNING LAW 68 Section Counterparts 63 SECTION 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.1763 SECTION 11.15. Issuer Trust Obligation 68 Section 11.1863 SECTION 11.16. No Petition 69 Section 64 SECTION 11.17. Inspection 64 SECTION 11.18. Conflict with Trust Indenture Act 64 SECTION 11.19. No Recourse 69 Section Limitation of Liability 64 SECTION 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit Intent of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Reasonableness 65

SUPPLEMENTAL INDENTURES. Section 9.01. SECTION 9.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 9.02. 46 SECTION 9.02 Supplemental Indentures With with Consent of Noteholders 58 Section 9.03. 47 SECTION 9.03 Execution of Supplemental Indentures 59 Section 9.04. 48 SECTION 9.04 Effect of Supplemental Indenture 60 Section 9.05. 49 SECTION 9.05 Conformity with Trust Indenture Act 60 Section 9.06. 49 SECTION 9.06 Reference in Notes to Supplemental Indentures 60 49 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. SECTION 10.01 Optional Purchase of All Receivables 49 SECTION 10.02 Form of Redemption Notice 61 Section 10.03. 50 SECTION 10.03 Notes Payable on Redemption Date 62 50 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01. SECTION 11.01 Compliance Certificates and Opinions, etc. 63 Section 11.02. etc 50 SECTION 11.02 Form of Documents Delivered to Indenture Trustee 64 Section 11.03. 52 SECTION 11.03 Acts of Noteholders 65 Section 11.04. 52 SECTION 11.04 Notices 65 Section 11.05. to Indenture Trustee, Issuer and Rating Agencies 53 SECTION 11.05 Notices to Noteholders; Waiver 66 Section 11.06. 54 TABLE OF CONTENTS (continued) Page SECTION 11.06 Alternate Payment and Notice Provisions 54 SECTION 11.07 Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. 54 SECTION 11.08 Effect of Headings and Table of Contents 67 Section 11.09. 55 SECTION 11.09 Successors and Assigns 67 Section 11.10. 55 SECTION 11.10 Severability 67 Section 11.11. 55 SECTION 11.11 Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. 55 SECTION 11.12 Governing Law 55 SECTION 11.13 Counterparts 68 Section 11.16. and Electronic Signature 55 SECTION 11.14 Recording of Indenture 68 Section 11.17. Issuer 56 SECTION 11.15 Trust Obligation 68 Section 11.18. 56 SECTION 11.16 No Petition 69 56 SECTION 11.17 Inspection 56 EXHIBIT A FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTE EXHIBIT B FORM OF ASSET REPURCHASE DEMAND ACTIVITY REPORT -v- (NAROT 2020-A Indenture) CROSS-REFERENCE TABLE (not part of this Indenture) TIA Section 11.19. No Recourse 69 Indenture Section 11.20. Inspection 70 (§)310(a) (1) 6.11 (a) (2) 6.11 (a) (3) 6.10(b)(1) (a) (4) N.A. (a) (5) 6.11 (b) 5.04 6.11 (c) N.A. (§)311(a) 6.12 (b) 6.12 (c) N.A. (§)312(a) 7.01 (b) 7.01 7.02(b) (c) 7.02(c) (§)313(a) 7.04 (b) (1) N.A. (b) (2) 7.04 (c) 7.04 (d) 7.04 (§)314(a) 7.03 3.09 11.04 7.04 (b) 3.06 11.14 (c) (1) 11.01 6.02 8.05(b) (c) (2) 11.01 3.06 6.02 8.05(b) 8.06 (c) (3) 11.01 (d) 11.01(c) (e) 11.01 -vi- (NAROT 2020-A Indenture) TIA Section 11.21. Subordination 70 Indenture Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit (f) N.A. (§)315(a) 6.01 (b) 6.05 (c) N.A. (d) 6.01(c) (e) 5.13 (§)316(a)(1) (A– Form of Notes A-1 Exhibit ) 5.11 (a) (1) (B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations) 5.12 (a) (2) N.A. (b) 5.07 5.13(c), Warranties and Covenants C-1 This INDENTURE, (c) N.A. (§)317(a) (1) 5.04 (a) (2) 5.03(c) 5.03(d) 5.04 (b) 3.03 (§)318(a) 11.07 N.A. means not applicable -vii- (NAROT 2020-A Indenture) INDENTURE dated as of November 1April 29, 20182020 (this “Indenture”), is between MERCEDESNISSAN AUTO RECEIVABLES 2020-BENZ AUTO LEASE TRUST 2018-BA OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.716420.97793% Asset Backed Notes, Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.041.45% Asset Backed Notes, Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.211.38% Asset Backed Notes, Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31), 1.70% Asset Backed Notes, Class A-4 Asset Backed Notes (the “Class A-4 Notes” and”, together and collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on at the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, Notes all of the Issuer’s right, title and interest interest, whether now owned or hereafter acquired, in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing following (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 54 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 55 Section 9.03. Execution of Supplemental Indentures 59 56 Section 9.04. Effect of Supplemental Indenture 60 Indentures 57 Section 9.05. Conformity with With Trust Indenture Act 60 57 Section 9.06. Reference in Notes to Supplemental Indentures 60 57 Section 9.07. Amendments to Governing Documents 57 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 58 Section 10.02. Form of Redemption Notice 61 58 Section 10.03. Notes Payable on Optional Redemption Date 62 59 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 59 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 61 Section 11.03. Acts of Noteholders 65 62 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Trust 62 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 63 Section 11.06. Rules by Indenture Trustee 64 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 64 Section 11.08. Effect of Headings and Table of Contents 67 64 Section 11.09. Successors and Assigns 67 64 Section 11.10. Severability 67 Separability 64 Section 11.11. Benefits of Indenture 67 64 Section 11.12. Legal Holidays 67 64 Section 11.13. GOVERNING LAW 68 Governing Law 65 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 65 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 65 Section 11.16. Issuing Entity Obligation 65 Section 11.17. Issuer Obligation 68 No Petition 66 Section 11.18. No Petition 69 Inspection 66 Section 11.19. No Recourse 69 Usury 66 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Swap Provider 67 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDESNote CROSS-BENZ AUTO LEASE TRUST 2018REFERENCE TABLE Cross-B, a Delaware statutory trust (reference sheet showing the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not location in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit provisions inserted pursuant to Sections 310 through 318(a) inclusive of the Holders Trust Indenture Act of the Issuer’s 2.71642% Class A-1 Asset Backed Notes 1939.1 Trust Indenture Act of 1939 Indenture Section Section 310 (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes a) (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes 1) 6.07 (the “Class A-3 Notes”a) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to 2) 6.08 (ia) all rights (but none of the obligations3) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, 6.13 (iia) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii4) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Not Applicable

SUPPLEMENTAL INDENTURES. Section 9.01. SECTION 9.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 9.02. 46 SECTION 9.02 Supplemental Indentures With with Consent of Noteholders 58 Section 9.03. 47 SECTION 9.03 Execution of Supplemental Indentures 59 Section 9.04. 48 SECTION 9.04 Effect of Supplemental Indenture 60 Section 9.05. 49 SECTION 9.05 Conformity with Trust Indenture Act 60 Section 9.06. 49 SECTION 9.06 Reference in Notes to Supplemental Indentures 60 49 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. SECTION 10.01 Optional Purchase of All Receivables 49 SECTION 10.02 Form of Redemption Notice 61 Section 10.03. 50 SECTION 10.03 Notes Payable on Redemption Date 62 50 -iv- (NAROT 2023-A Indenture) TABLE OF CONTENTS (continued) Page ARTICLE ELEVEN XI MISCELLANEOUS Section11.01. SECTION 11.01 Compliance Certificates and Opinions, etc. 63 Section 11.02. etc 50 SECTION 11.02 Form of Documents Delivered to Indenture Trustee 64 Section 11.03. 52 SECTION 11.03 Acts of Noteholders 65 Section 11.04. 52 SECTION 11.04 Notices 65 Section 11.05. to Indenture Trustee, Issuer and Rating Agencies 53 SECTION 11.05 Notices to Noteholders; Waiver 66 Section 11.06. 53 SECTION 11.06 Alternate Payment and Notice Provisions 54 SECTION 11.07 Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. 54 SECTION 11.08 Effect of Headings and Table of Contents 67 Section 11.09. 54 SECTION 11.09 Successors and Assigns 67 Section 11.10. 54 SECTION 11.10 Severability 67 Section 11.11. 54 SECTION 11.11 Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. 54 SECTION 11.12 Governing Law; Submission to Jurisdiction; Wavier of Jury Trial 55 SECTION 11.13 Counterparts 68 Section 11.16. and Electronic Signature 55 SECTION 11.14 Recording of Indenture 68 Section 11.17. Issuer 56 SECTION 11.15 Trust Obligation 68 Section 11.18. 56 SECTION 11.16 No Petition 69 56 SECTION 11.17 Inspection 56 EXHIBIT A FORM OF CLASS [A-1] [A-2a] [A-2b] [A-3] [A-4] NOTE EXHIBIT B FORM OF ASSET REPURCHASE DEMAND ACTIVITY REPORT CROSS-REFERENCE TABLE (not part of this Indenture) TIA Section 11.19. No Recourse 69 Indenture Section 11.20. Inspection 70 (§)310(a) (1) 6.11 (a) (2) 6.11 (a) (3) 6.10(b)(1) (a) (4) N.A. (a) (5) 6.11 (b) 5.04 6.11 (c) N.A. (§)311(a) 6.12 (b) 6.12 (c) N.A. (§)312(a) 7.01 (b) 7.01 7.02(b) (c) 7.02(c) (§)313(a) 7.04 (b) (1) N.A. (b) (2) 7.04 (c) 7.04 (d) 7.04 (§)314(a) 7.03 3.09 11.04 7.04 (b) 3.06 11.14 (c) (1) 11.01 6.02 8.05(b) (c) (2) 11.01 3.06 6.02 8.05(b) 8.06 (c) (3) 11.01 (d) 11.01(c) (e) 11.01 -vi- (NAROT 2023-A Indenture) TIA Section 11.21. Subordination 70 Indenture Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit (f) N.A. (§)315(a) 6.01 (b) 6.05 (c) N.A. (d) 6.01(c) (e) 5.13 (§)316(a)(1) (A– Form of Notes A-1 Exhibit ) 5.11 (a) (1) (B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations) 5.12 (a) (2) N.A. (b) 5.07 5.13(c), Warranties and Covenants C-1 This INDENTURE, (c) N.A. (§)317(a) (1) 5.04 (a) (2) 5.03(c) 5.03(d) 5.04 (b) 3.03 (§)318(a) 11.07 N.A. means not applicable -vii- (NAROT 2023-A Indenture) INDENTURE dated as of November 1April 26, 20182023 (this “Indenture”), is between MERCEDESNISSAN AUTO RECEIVABLES 2023-BENZ AUTO LEASE TRUST 2018-BA OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. Bank National AssociationBANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.716425.424% Asset Backed Notes, Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.045.34% Class A-2 Asset Backed Notes Notes, Class A-2a (the “Class A-2a Notes”), SOFR Rate + 0.65% Asset Backed Notes, Class A-2b (the “Class A-2b Notes”, and together with the Class A-2a Notes, the “Class A-2 Notes”), 3.214.91% Asset Backed Notes, Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31), 4.85% Asset Backed Notes, Class A-4 Asset Backed Notes (the “Class A-4 Notes” and”, together and collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on at the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, Notes all of the Issuer’s right, title and interest interest, whether now owned or hereafter acquired, in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing following (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section SECTION 9.01. Supplemental Indentures Amendments or Supplements Without Consent of Noteholders 57 iii Page Section Holders 86 SECTION 9.02. Supplemental Indentures With Amendments, Supplements or Waivers with Consent of Noteholders 58 Section Holders 87 SECTION 9.03. Execution of Supplemental Indentures 59 Section Amendments, Supplements or Waivers 88 SECTION 9.04. Effect of Supplemental Indenture 60 Section Amendments, Supplements or Waivers 89 SECTION 9.05. Conformity with Trust Indenture Act 60 Section [Reserved] 89 SECTION 9.06. Reference in Notes to Supplemental Indentures 60 89 SECTION 9.07. Notice of Supplemental Indentures 89 ARTICLE TEN REDEMPTION OF NOTES Section COVENANTS SECTION 10.01. Redemption 61 Section Payment of Principal, Premium, if any, and Interest 89 SECTION 10.02. Form Maintenance of Redemption Notice 61 Section Office or Agency 89 SECTION 10.03. Money for Notes Payable Payments to Be Held in Trust 90 SECTION 10.04. Organizational Existence 91 SECTION 10.05. Payment of Taxes and Other Claims 91 SECTION 10.06. [Reserved] 91 SECTION 10.07. [Reserved] 91 SECTION 10.08. Statement by Officer as to Default 91 SECTION 10.09. Reports and Other Information 92 SECTION 10.10. Limitation on Redemption Date 62 Restricted Payments 94 SECTION 10.11. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 104 SECTION 10.12. Limitation on Liens 111 SECTION 10.13. Limitation on Transactions with Affiliates 111 SECTION 10.14. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 115 SECTION 10.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries 117 SECTION 10.16. Change of Control 118 SECTION 10.17. Asset Sales 120 SECTION 10.18. Suspension of Covenants 123 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.ELEVEN

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Noteholders. 50 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 51 Section 9.03. Execution of Supplemental Indentures 59 53 Section 9.04. Effect of Supplemental Indenture 60 53 Section 9.05. Conformity with Trust Indenture Act 60 53 Section 9.06. Reference in Notes to Supplemental Indentures 60 53 Page ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 54 Section 10.02. Form of Redemption Notice 61 54 Section 10.03. Notes Payable on Redemption Date 62 54 ARTICLE ELEVEN MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etcEtc. 63 56 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Trustee. 57 Section 11.03. Acts of Noteholders 65 Noteholders. 58 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee, Issuer, Depositor and Rating Agencies 59 Section 11.05. Notices to Noteholders; Waiver 66 59 Section 11.06. Alternate Payment and Notice Provisions 60 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 60 Section 11.08. Effect of Headings and Table of Contents 67 60 Section 11.09. Successors and Assigns 67 60 Section 11.10. Severability 67 60 Section 11.11. Benefits of Indenture 67 Indenture; Third Party Beneficiaries 60 Section 11.12. Legal Holidays 67 61 Section 11.13. GOVERNING LAW 68 61 Section 11.14. WAIVER OF JURY TRIAL 68 61 Section 11.15. Counterparts 68 61 Section 11.16. Recording of Indenture 68 61 Section 11.17. Issuer Trust Obligation 68 61 Section 11.18. No Petition 69 62 Section 11.19. No Recourse 69 62 Section 11.20. Inspection 70 63 Section 11.21. Subordination 70 Agreement 63 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Security Interest Matters 63 EXHIBITS Exhibit AA – Form of Notes A-1 Exhibit BB – Form of Repurchase Request Notice B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November September 1, 20182016 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO LEASE RECEIVABLES TRUST 20182016-B1, a Delaware statutory trust (the “Issuer”), and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity but solely as trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders holders of the Issuer’s 2.716420.75000% Class A-1 A‑1 Asset Backed Notes (the “Class A-1 A‑1 Notes”), 3.041.11% Class A-2 A‑2A Asset Backed Notes (the “Class A-2 A‑2A Notes”), 3.211.26% Class A-3 A‑3 Asset Backed Notes (the “Class A-3 A‑3 Notes”) and 3.311.46% Class A-4 A‑4 Asset Backed Notes (the “Class A-4 A‑4 Notes” and, together with the Class A-1 A‑1 Notes, the Class A-2 A‑2A Notes and the Class A-3 A‑3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer’s right, title and interest in in, to and to under such assets, whether now owned or existing or hereafter acquired or arising, (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange NoteReceivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Issuer in Depositor under the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceedsReceivables Purchase Agreement, including all investment earnings (net of losses and investment expenses), the right to require the Seller to repurchase certain Receivables from amounts on deposit in the 2018-B Bank AccountsDepositor, (iiiviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the 2018-B Basic DocumentsSale and Servicing Agreement, including its rights as assignee the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (x) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Transferor Issuer, (xi) all of the Issuer’s rights and benefits under the First-Tier Sale Agreement, Assignment (ivbut none of its obligations or burdens) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (vxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, chattel paperletters of credit, checksletter of credit rights, deposit accounts, insurance proceedsInsurance Proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, Documents and to secure compliance with the provisions of this IndentureIndenture for the benefit of the Noteholders, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured PartiesNoteholders, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection AccountGxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required in this Indenture in accordance with the terms hereof. Notwithstanding any The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trusteeextent required by law, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations obligations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow to) whether now owned or otherwise obtain the benefits of money existing or other property held in such other accountshereafter arising or acquired and wheresoever located.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Not Requiring Consent of Noteholders 57 iii Page Owners 36 Section 9.02. Supplemental Indentures With Requiring Consent of Noteholders 58 Owners 37 Section 9.03. Conditions to Effectiveness of Supplemental Indentures 38 Section 9.04. Consent of the Concessionaire 38 Section 9.05. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 by Trustee 39 ARTICLE TEN REDEMPTION X AMENDMENT OF NOTES AND CERTAIN ACTIONS UNDER SERIES 2014 LOAN AGREEMENT, OTHER FUNDING DOCUMENTS AND MSA Section 10.01. Redemption 61 Amendments to Series 2014 Loan Agreement Not Requiring Consent of Owners 39 Section 10.02. Form Amendments to Series 2014 Loan Agreement Requiring Consent of Redemption Notice 61 Owners 39 Section 10.03. Notes Payable on Redemption Date 62 Consent of Owners Required Pursuant to Concession Agreement 40 Section 10.04. Conditions to Effectiveness of Amendments to Series 2014 Loan Agreement 40 Section 10.05. Actions of Trustee Requiring Owner Consent 41 ARTICLE ELEVEN MISCELLANEOUS Section11.01XI DEFEASANCE Section 11.01. Compliance Certificates and Opinions, etc. 63 Discharge of Indenture 42 Section 11.02. Form Defeasance of Documents Delivered to Indenture Trustee 64 Senior Bonds 42 Section 11.03. Acts Opinion of Noteholders 65 Bond Counsel 43 Section 11.04. Defeasance of Less than all Senior Bonds of a Particular Series or Maturity 43 ARTICLE XII MISCELLANEOUS Section 12.01. Authorization by the Issuer 43 Section 12.02. Further Assurances and Corrective Instruments 43 Section 12.03. Additional Documents 44 Section 12.04. Evidence of Signature of Owners and Ownership of Senior Bonds 44 Section 12.05. Table of Contents, Titles and Headings 44 Section 12.06. Compliance with Applicable Law 44 Section 12.07. Binding Effect 45 Section 12.08. The Issuer and Trustee Representatives 45 Section 12.09. Manner of Giving Notices 65 45 Table of Contents (continued) Page Section 11.0512.10. Events Occurring on Days that are not Business Days 46 Section 12.11. Severability 47 Section 12.12. Applicable Law 47 Section 12.13. Colorado Governmental Immunity Act and Federal Torts Claims Act 47 Section 12.14. Employee Financial Interest 47 Section 12.15. Authorization of Officers and Employees 47 Section 12.16. No Individual Liability 47 Section 12.17. Parties Interested 48 Section 12.18. Notices to NoteholdersRating Agencies 48 Section 12.19. Amendment and Restatement 48 Section 12.20. Execution in Counterparts; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Electronic Signatures 48 EXHIBIT A GLOSSARY OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This TERMS EXHIBIT B FORM OF SERIES 2014 BOND AMENDED AND RESTATED TRUST INDENTURE THIS AMENDED AND RESTATED TRUST INDENTURE, dated as of November 1[], 20182020 (this “Indenture”), is entered into by and between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bthe COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a Delaware statutory trust government-owned business within the Colorado Department of Transportation and a division of the Colorado Department of Transportation (the “Issuer”), and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationassociation organized and existing under the laws of the United States of America, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 53 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 54 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 55 Section 10.04. Notation on Notes 55 Section 10.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished Trustee 55 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01. Conformity with Trust Company May Consolidate, Etc. on Certain Terms 56 Section 11.02. Successor Corporation to Be Substituted 56 Section 11.03. Opinion of Counsel to Be Given to Trustee 57 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 57 ARTICLE TEN REDEMPTION 13 INTENTIONALLY OMITTED ARTICLE 14 CONVERSION OF NOTES Section 10.0114.01. Redemption Conversion Privilege 58 Section 14.02. Conversion Procedure; Settlement Upon Conversion 59 Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 61 Section 10.0214.04. Form Adjustment of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. Conversion Rate 63 Section 11.0214.05. Form Adjustments of Documents Delivered Prices 72 Section 14.06. Class A Ordinary Shares to Indenture Trustee 64 Be Fully Paid 72 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0814.07. Effect of Headings Recapitalizations, Reclassifications and Table Changes of Contents 67 the Class A Ordinary Shares 72 Section 11.0914.08. Successors and Assigns 67 Certain Covenants 74 Section 11.1014.09. Severability 67 Responsibility of Trustee 75 Section 11.1114.10. Benefits Notice to Holders Prior to Certain Actions. In case of Indenture 67 any 75 Section 11.1214.11. Legal Holidays 67 Stockholder Rights Plans 76 Section 11.1314.12. GOVERNING LAW 68 Limit on Issuance of ADSs Upon Conversion 76 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.2214.13. Termination of Collateral Agent’s Lien 71 Depositary Receipt Program 76 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 11.2315.01. Each Exchange Note Separate; Assignees Repurchase at Option of Exchange Note 71 Page EXHIBITS Exhibit A– Form Holders 76 Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change 79 Section 15.03. Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice 82 Section 15.04. Deposit of Third Anniversary Repurchase Price or Fundamental Change Repurchase Price 82 Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.83

SUPPLEMENTAL INDENTURES. Section 9.016.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 13 Section 9.026.02. Supplemental Indentures With Consent of Noteholders 58 Holders 13 Section 6.03. Notice to Holders of Supplemental Indentures 14 Section 6.04. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee 14 ARTICLE VII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 7.01. Applicability of Article 5 of the Original Indenture 14 Section 7.02. Company May Consolidate, etc. on Certain Terms 14 Section 7.03. Successor Company to be Substituted 15 Section 7.04. Opinion of Counsel to be Given to Trustee 15 ARTICLE VIII OPTIONAL REDEMPTION Section 8.01. Applicability of Article 3 of the Original Indenture 15 Section 8.02. Right to Redeem; Notices to Trustee 15 Section 8.03. Notice of Optional Redemption; Selection of Notes 15 Section 8.04. Payment of Notes Called for Redemption 16 Section 8.05. Restrictions on Redemption 17 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Governing Law 17 Section 9.02. No Security Interest Created 17 Section 9.03. Execution of Supplemental Indentures 59 Notices 17 Section 9.04. Effect Benefits of Supplemental Indenture 60 17 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 17 Section 11.099.06. Successors and Assigns 67 Supplemental Indenture May be Executed in Counterparts 18 Section 11.109.07. Severability 67 18 Section 11.119.08. Benefits Ratification of Original Indenture 67 18 Section 11.129.09. Legal Holidays 67 Calculations 18 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.189.10. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Personal Liability 18 FOURTH SUPPLEMENTAL INDENTURE, dated as of November 1March 18, 20182016 (this “Supplemental Indenture”), is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BRadian Group Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking associationassociation organized under the laws of the United States, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees , supplementing the Senior Indenture, dated as follows for of March 4, 2013, between the benefit of Company and the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes Trustee (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 NotesOriginal Indenture” and, together with the Class A-1 Notesas amended and supplemented by this Supplemental Indenture, the Class A-2 Notes and the Class A-3 Notesas it may be further amended or supplemented from time to time, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B CollateralIndenture”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0111.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 60 Section 9.0211.02. Supplemental Indentures With Consent of Noteholders 58 60 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0411.03. Effect of Supplemental Indentures 62 TABLE OF CONTENTS (continued) Page Section 11.04. Notation on Notes 62 Section 11.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 62 ARTICLE XII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0512.01. Conformity with Trust Company May Consolidate, Etc. on Certain Terms 62 Section 12.02. Successor Corporation to Be Substituted 63 Section 12.03. Opinion of Counsel to Be Given to Trustee 64 ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 64 ARTICLE TEN REDEMPTION XIV [INTENTIONALLY OMITTED] ARTICLE XV CONVERSION OF NOTES Section 10.0115.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders Conversion Privilege 65 Section 11.0415.02. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act Conversion Procedure 67 Section 11.0715.03. Alternate Payment and Notice Provisions 67 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 71 Section 11.0815.04. Adjustment of Conversion Rate 73 Section 15.05. Shares to Be Fully Paid 84 Section 15.06. Effect of Headings and Table Reclassification, Consolidation, Merger or Sale 84 Section 15.07. Certain Covenants 87 Section 15.08. Responsibility of Contents 67 Trustee 87 Section 11.0915.09. Successors and Assigns 67 Notice to Noteholders Prior to Certain Actions 88 Section 11.1015.10. Severability 67 Stockholder Rights Plans 89 Section 11.1115.11. Benefits Exchange in Lieu of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Conversion 89 ARTICLE XVI REPURCHASE OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.NOTES AT OPTION OF HOLDERS

SUPPLEMENTAL INDENTURES. 28 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 28 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 29 Section 9.03. 9.03 Effect of Supplemental Indentures 29 Section 9.04 Securities Affected by Supplemental Indentures 29 Section 9.05 Execution of Supplemental Indentures 59 30 ARTICLE 10 SUCCESSOR ENTITY 30 Section 9.04. 10.01 Company May Consolidate, Etc 30 Section 10.02 Successor Entity Substituted 31 ARTICLE 11 SATISFACTION AND DISCHARGE 31 Section 11.01 Satisfaction and Discharge of Indenture 31 Section 11.02 Discharge of Obligations 31 Section 11.03 Deposited Moneys to be Held in Trust 32 Section 11.04 Payment of Moneys Held by Paying Agents 32 Section 11.05 Repayment to Company 32 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01 No Recourse 32 ARTICLE 13 MISCELLANEOUS PROVISIONS 32 Section 13.01 Effect on Successors and Assigns 32 Section 13.02 Actions by Successor 33 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 33 Section 9.05. Conformity with Trust Indenture Act 60 13.04 Notices 33 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law; Jury Trial Waiver 33 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 33 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 33 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 34 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 34 Section 11.07. Alternate Payment and Notice Provisions 67 13.10 Counterparts 34 Section 11.08. Effect of Headings and Table of Contents 67 13.11 Separability 34 Section 11.09. Successors and Assigns 67 13.12 Compliance Certificates 34 Section 11.10. Severability 67 13.13 USA PATRIOT ACT 34 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 13.14 Calculations 34 TRUST INDENTURE ACT CROSS-REFERENCE TABLE 34 INDENTURE INDENTURE, dated as of November 1[•], 2018202[•] , is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong AKERO THERAPEUTICS, INC., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association, [TRUSTEE] as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 55 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 56 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 57 Section 10.04. Notation on Notes 57 Section 10.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 57 Section 9.0510.06. Conformity with Trust Indenture Act 60 Amendment of Article 13 57 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0611.01. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01Company May Consolidate, Etc. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Certain Terms 58 Section 11.02. Form Successor Corporation to Be Substituted 58 ARTICLE 12 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 59 ARTICLE 13 SUBORDINATION Section 13.01. Agreement to Subordinate 59 Section 13.02. Liquidation; Dissolution; Bankruptcy 60 Section 13.03. Default on Senior Indebtedness 60 Section 13.04. Acceleration of Documents Delivered Notes 61 Section 13.05. When Distribution Must Be Paid Over 61 Section 13.06. Notice by Company 62 Section 13.07. Subrogation 62 Section 13.08. Relative Rights 62 Section 13.09. Subordination May Not Be Impaired by the Company 63 Section 13.10. Distribution or Notice to Indenture Representative or Holders of Senior Indebtedness 63 Section 13.11. Rights of Trustee and Paying Agent 63 Section 13.12. Authorization to Effect Subordination; Filing Proof of Claim 63 Section 13.13. Reliance and Amendments 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.1813.14. No Petition 69 Waiver of Subordination Provisions 64 Section 11.1913.15. No Recourse 69 Consenting Security 64 Section 11.2013.16. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Issuance of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture Subordinate Voting Shares in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.65 iii

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Noteholders. 48 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 49 Section 9.03. Execution of Supplemental Indentures 59 51 Section 9.04. Effect of Supplemental Indenture 60 51 Section 9.05. Conformity with Trust Indenture Act 60 51 Section 9.06. Reference in Notes to Supplemental Indentures 60 51 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 52 Section 10.02. Form of Redemption Notice 61 52 Section 10.03. Notes Payable on Redemption Date 62 52 ARTICLE ELEVEN MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 54 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Trustee. 55 Section 11.03. Acts of Noteholders 65 Noteholders. 56 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee, Issuer, Depositor and Rating Agencies 57 Section 11.05. Notices to Noteholders; Waiver 66 57 Section 11.06. Alternate Payment and Notice Provisions 58 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 58 Section 11.08. Effect of Headings and Table of Contents 67 58 Section 11.09. Successors and Assigns 67 58 Section 11.10. Severability 67 58 Section 11.11. Benefits of Indenture 67 Indenture; Third Party Beneficiaries 58 Section 11.12. Legal Holidays 67 59 Section 11.13. GOVERNING LAW 68 59 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 59 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 59 Section 11.16. Trust Obligation 59 Section 11.17. Issuer Obligation 68 No Petition 59 Section 11.18. No Petition 69 Recourse 60 Section 11.19. No Recourse 69 Inspection 60 Section 11.20. Inspection 70 Subordination Agreement 60 Section 11.21. Subordination 70 Security Interest Matters 61 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Representations and Warranties as to Security Interests 61 EXHIBITS Exhibit A– A - Form of Notes A-1 Exhibit B– B - Form of Repurchase Request Notice B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November June 1, 20182011 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO LEASE RECEIVABLES TRUST 20182011-B1, a Delaware statutory trust (the “Issuer”), and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity but solely as trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders holders of the Issuer’s 2.716420.21667% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Floating Rate Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.210.85% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.311.22% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes Notes, and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 38 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 38 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 39 Section 9.03. 9.03 Effect of Supplemental Indentures 40 Section 9.04 Securities Affected by Supplemental Indentures 40 Section 9.05 Execution of Supplemental Indentures 59 40 ARTICLE 10 SUCCESSOR ENTITY 41 ii Table of Contents (continued) Page Section 9.0410.01 Company May Consolidate, Etc. 41 Section 10.02 Successor Entity Substituted 41 ARTICLE 11 SATISFACTION AND DISCHARGE 42 Section 11.01 Satisfaction and Discharge of Indenture 42 Section 11.02 Discharge of Obligations 42 Section 11.03 Deposited Moneys to be Held in Trust 43 Section 11.04 Payment of Moneys Held by Paying Agents 43 Section 11.05 Repayment to Company 43 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 43 Section 12.01 No Recourse 43 ARTICLE 13 MISCELLANEOUS PROVISIONS 44 Section 13.01 Effect on Successors and Assigns 44 Section 13.02 Actions by Successor 44 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 44 Section 9.05. Conformity with Trust Indenture Act 60 13.04 Notices 44 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law; Jury Trial Waiver 45 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 45 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 45 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 46 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 46 Section 11.07. Alternate Payment and Notice Provisions 67 13.10 Counterparts 46 Section 11.08. Effect of Headings and 13.11 Separability 46 Section 13.12 Compliance Certificates 46 Section 13.13 U.S.A Patriot Act 47 Section 13.14 Force Majeure 47 Section 13.15 Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note SeparateContents; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Headings 47 iii INDENTURE INDENTURE, dated as of November 1_______, 201820__, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong Chimerix, Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[TRUSTEE], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 39 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders. 39 TABLE OF CONTENTS (CONTINUED) PAGE Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders. 40 Section 9.039.03 Effect of Supplemental Indentures. 40 Section 9.04 Securities Affected by Supplemental Indentures. 40 Section 9.05 Execution of Supplemental Indentures 59 Indentures. 41 ARTICLE 10 SUCCESSOR ENTITY 41 Section 9.0410.01 Company May Consolidate, Etc. 41 Section 10.02 Successor Entity Substituted. 42 ARTICLE 11 SATISFACTION AND DISCHARGE 42 Section 11.01 Satisfaction and Discharge of Indenture. 42 Section 11.02 Discharge of Obligations. 43 Section 11.03 Deposited Moneys to be Held in Trust. 43 Section 11.04 Payment of Moneys Held by Paying Agents. 43 Section 11.05 Repayment to Company. 44 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 44 Section 12.01 No Recourse. 44 ARTICLE 13 MISCELLANEOUS PROVISIONS 45 Section 13.01 Effect on Successors and Assigns. 45 Section 13.02 Actions by Successor. 45 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers. 45 Section 9.0513.04 Notices. Conformity with Trust Indenture Act 60 45 Section 9.0613.05 Governing Law; Jury Trial Waiver. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 45 Section 10.0113.06 Treatment of Securities as Debt. Redemption 61 46 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etcOpinions as to Conditions Precedent. 63 46 Section 11.0213.08 Payments on Business Days. Form of Documents Delivered to Indenture Trustee 64 46 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 Act. 47 Section 11.0713.10 Counterparts. Alternate Payment and Notice Provisions 67 47 Section 11.0813.11 Separability. Effect of Headings and 47 Section 13.12 Compliance Certificates. 47 Section 13.13 U.S.A Patriot Act. 47 Section 13.14 Force Majeure. 48 Section 13.15 Table of Contents 67 Section 11.09Contents; Headings. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE48 INDENTURE Indenture, dated as of November 1[], 201820__, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong Proterra Inc, a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[Trustee], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section SECTION 9.01. Supplemental Indentures Amendments or Supplements Without Consent of Noteholders 57 iii Page Section Holders 89 SECTION 9.02. Supplemental Indentures With Amendments, Supplements or Waivers with Consent of Noteholders 58 Section Holders 91 SECTION 9.03. Execution of Supplemental Indentures 59 Section Amendments, Supplements or Waivers 92 SECTION 9.04. Effect of Supplemental Indenture 60 Section Amendments, Supplements or Waivers 93 SECTION 9.05. Conformity with Trust Indenture Act 60 Section [Reserved] 93 SECTION 9.06. Reference in Notes to Supplemental Indentures 60 93 SECTION 9.07. Notice of Supplemental Indentures 93 ARTICLE TEN REDEMPTION OF NOTES Section COVENANTS SECTION 10.01. Redemption 61 Section Payment of Principal, Premium, if any, and Interest 93 SECTION 10.02. Form Maintenance of Redemption Notice 61 Section Office or Agency 93 SECTION 10.03. Money for Notes Payable Payments to Be Held in Trust 94 SECTION 10.04. Organizational Existence 95 SECTION 10.05. Payment of Taxes and Other Claims 95 SECTION 10.06. [Reserved] 95 SECTION 10.07. [Reserved] 95 SECTION 10.08. Statement by Officer as to Default 95 SECTION 10.09. Reports and Other Information 95 SECTION 10.10. Limitation on Redemption Date 62 Restricted Payments 98 SECTION 10.11. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 107 SECTION 10.12. Liens 115 SECTION 10.13. Limitations on Transactions with Affiliates 116 SECTION 10.14. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 119 SECTION 10.15. Additional Note Guarantees 121 SECTION 10.16. Change of Control 121 SECTION 10.17. Asset Sales 124 SECTION 10.18. After-Acquired Collateral; Further Assurances 127 SECTION 10.19. Suspension of Covenants 127 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.ELEVEN

SUPPLEMENTAL INDENTURES. 50 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 50 Section 9.02. 9.02 Supplemental Indentures With with Consent of Noteholders 58 Securityholders 51 Section 9.03. 9.03 Effect of Supplemental Indentures 52 Section 9.04 Securities Affected by Supplemental Indentures 53 Section 9.05 Execution of Supplemental Indentures 53 TABLE OF CONTENTS (continued) Page ARTICLE X. SUCCESSOR 53 Section 10.01 Consolidation, Merger and Sale of Assets 53 Section 10.02 Successor Person Substituted 54 ARTICLE XI. SATISFACTION AND DISCHARGE 54 Section 11.01 Applicability of Article 54 Section 11.02 Satisfaction and Discharge of Indenture 55 Section 11.03 Defeasance and Discharge of Obligations; Covenant Defeasance 55 Section 11.04 Deposited Funds to be Held in Trust 57 Section 11.05 Payment of Funds Held by Paying Agents 57 Section 11.06 Repayment to the Company or Guarantor 58 Section 11.07 Reinstatement 58 ARTICLE XII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 59 Section 9.0412.01 No Recourse 59 ARTICLE XIII. MISCELLANEOUS PROVISIONS 59 Section 13.01 Effect of Supplemental Indenture on Successors and Assigns 59 Section 13.02 Actions by Successor 59 Section 13.03 Notices 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 13.04 Governing Law 61 Section 10.02. Form 13.05 Treatment of Redemption Notice Securities as Debt 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. 13.06 Compliance Certificates and Opinions, etc. 63 Opinions 61 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.07 Payments on Business Days 62 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.08 Conflict with Trust Indenture Act 67 62 Section 11.07. Alternate Payment and Notice Provisions 67 13.09 Counterparts 62 Section 11.08. Effect 13.10 Separability 62 Section 13.11 No Adverse Interpretation of Headings and Other Agreements 63 Section 13.12 Table of Contents 67 Contents, Headings, Etc. 63 Section 11.0913.13 Consent to Jurisdiction and Service of Process 63 Section 13.14 Waiver of Jury Trial 64 Section 13.15 USA Patriot Act 64 ARTICLE XIV. Successors ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS 64 Section 14.01 Redemption Upon Changes in Withholding Taxes 64 Section 14.02 Payment of Additional Amounts 65 ARTICLE XV. GUARANTEES 68 Section 15.01 Guarantee 68 Section 15.02 Execution and Assigns 67 Delivery of Guarantee 70 Section 11.1015.03 Release of Guarantee 70 Section 15.04 Subordination of Guarantee 71 TABLE OF CONTENTS (continued) Page ARTICLE XVI. Severability 67 SUBORDINATION OF SECURITIES 71 Section 11.11. Benefits 16.01 Subordination Terms 71 Cross Reference Table* Section of Trust Indenture Act of 1939, as amended Section of Indenture 67 Section 11.12310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01 5.02(a) 312(b) 5.02(b) 312(c) 5.02(b) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.04(a) 5.04(b) 313(d) 5.04(c) 314(a) 5.03 314(b) Inapplicable 314(c) 13.06 314(d) Inapplicable 314(e) 13.06 314(f) Inapplicable 315(a) 7.01 315(b) 6.01(c) 315(c) 7.01(a) 315(d) 7.01(b) 315(e) 6.07 316(a) 6.06 8.04 316(b) 6.04 316(c) 8.01 317(a) 6.02 317(b) 4.03 318(a) 13.08 * This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, THIS INDENTURE is dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B[ ] among TYCO INTERNATIONAL FINANCE S.A., a Delaware statutory trust Luxembourg public limited company (the “IssuerCompany”), TYCO INTERNATIONAL PLC, an Irish public limited company (“Parent”), TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and U.S. Bank National AssociationDEUTSCHE BANK TRUST COMPANY AMERICAS, a national New York banking association, as trustee and not in its individual capacity corporation (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. 10.01 General Provisions Concerning Supplemental Indentures Without 43 Section 10.02 Supplemental Indentures Not Requiring Consent of Noteholders 57 iii Owners of the Obligations 43 Section 10.03 Supplemental Indentures Requiring Consent of Owners of the Obligations 45 Section 10.04 Consents 45 ARTICLE XI INVESTMENT OF MONEYS AND SECURITY FOR DEPOSITS Section 11.01 Investment of Moneys. 46 Section 11.02 Valuation and Sale of Investments 46 Section 11.03 Payment for Authorized Investments and Trust Receipts 46 Section 11.04 Transfer of Investments 47 Section 11.05 Security for Deposits. 47 TABLE OF CONTENTS (continued) Page Section 9.02. Supplemental Indentures With Consent 11.06 Third Party Custodian May Hold Funds 47 Section 11.07 Investments Affecting Tax Exempt Status 47 ARTICLE XII GENERAL PROVISIONS Section 12.01 Proof of Noteholders 58 Section 9.03. Execution of Supplemental Indentures 59 Writings and Ownership 48 Section 9.0412.02 Benefits of Indenture. Effect of Supplemental Indenture 60 48 Section 9.05. Conformity with Trust Indenture Act 60 12.03 No Individual Liability 48 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 12.04 Notice 48 Section 10.01. Redemption 61 12.05 Governing Law 49 Section 10.02. Form of Redemption Notice 61 12.06 Severability 49 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. 12.07 Successors and Assigns 67 49 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. 12.08 Execution in Several Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 49 MASTER TRUST INDENTURE THIS MASTER TRUST INDENTURE, dated as of November 1the 1st day of May, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust 2014 (the “IssuerIndenture”), is made by and between the CAMINO REAL REGIONAL MOBILITY AUTHORITY, a body politic and corporate and political subdivision of the State of Texas organized under Chapter 370, Texas Transportation Code (the “Authority”), and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., a national banking associationcorporation (together with any successor trustee hereunder, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 54 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 55 Section 9.03. Execution of Supplemental Indentures 59 56 Section 9.04. Effect of Supplemental Indenture 60 Indentures 56 Section 9.05. Conformity with With Trust Indenture Act 60 56 Section 9.06. Reference in Notes to Supplemental Indentures 60 56 Section 9.07. Amendments to Governing Documents 57 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 57 Section 10.02. Form of Redemption Notice 61 58 Section 10.03. Notes Payable on Optional Redemption Date 62 58 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 59 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 59 Section 11.03. Acts of Noteholders 65 60 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Trust 61 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 62 Section 11.06. Rules by Indenture Trustee 62 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 62 Section 11.08. Effect of Headings and Table of Contents 67 63 Section 11.09. Successors and Assigns 67 63 Section 11.10. Severability 67 Separability 63 Section 11.11. Benefits of Indenture 67 63 Section 11.12. Legal Holidays 67 63 Section 11.13. GOVERNING LAW 68 Governing Law 63 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 63 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 63 Section 11.16. Trust Obligation 64 Section 11.17. Issuer Obligation 68 No Petition 64 Section 11.18. No Petition 69 Inspection 65 Section 11.19. No Recourse 69 Usury 65 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Swap Provider 65 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 Note This INDENTURE, dated as of November 1, 20182004 (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between MERCEDESACCREDITED MORTGAGE LOAN TRUST 2004-BENZ AUTO LEASE TRUST 2018-B4, a Delaware statutory trust (together with its permitted successors and assigns, the “Trust” or the “Issuer”), and U.S. Bank National AssociationDEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee and not Indenture Trustee (together with its permitted successors in its individual capacity (the trusts hereunder, the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.016.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 13 Section 9.026.02. Supplemental Indentures With Consent of Noteholders 58 Holders 13 Section 6.03. Notice to Holders of Supplemental Indentures 14 Section 6.04. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee 14 ARTICLE VII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 7.01. Applicability of Article 5 of the Original Indenture 14 Section 7.02. Company May Consolidate, etc. on Certain Terms 14 Section 7.03. Successor Company to be Substituted 15 Section 7.04. Opinion of Counsel to be Given to Trustee 15 ARTICLE VIII OPTIONAL REDEMPTION Section 8.01. Applicability of Article 3 of the Original Indenture 15 Section 8.02. Right to Redeem; Notices to Trustee 15 Section 8.03. Notice of Optional Redemption; Selection of Notes 15 Section 8.04. Payment of Notes Called for Redemption 16 Section 8.05. Restrictions on Redemption 17 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Governing Law 17 Section 9.02. No Security Interest Created 17 Section 9.03. Execution of Supplemental Indentures 59 Notices 17 Section 9.04. Effect Benefits of Supplemental Indenture 60 17 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 17 Section 11.099.06. Successors and Assigns 67 Supplemental Indenture May be Executed in Counterparts 18 Section 11.109.07. Severability 67 18 Section 11.119.08. Benefits Ratification of Original Indenture 67 18 Section 11.129.09. Legal Holidays 67 Calculations 18 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.189.10. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Personal Liability 18 THIRD SUPPLEMENTAL INDENTURE, dated as of November 1June 19, 20182015 (this “Supplemental Indenture”), is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BRadian Group Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking associationassociation organized under the laws of the United States, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees , supplementing the Senior Indenture, dated as follows for of March 4, 2013, between the benefit of Company and the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes Trustee (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 NotesOriginal Indenture” and, together with the Class A-1 Notesas amended and supplemented by this Supplemental Indenture, the Class A-2 Notes and the Class A-3 Notesas it may be further amended or supplemented from time to time, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B CollateralIndenture”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 63 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 65 Section 9.03. 14.03 Trustee Protected 66 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 66 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 67 Section 9.05. 14.06 Conformity with TIA 67 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 67 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 67 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 69 Section 15.04 Payments on Securities Permitted 69 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 70 Section 15.06 Notices to Trustee 70 Section 15.07 Trustee as Holder of Senior Indebtedness 71 Section 15.08 Modifications of Terms of Senior Indebtedness 71 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 71 Section 15.10 Satisfaction and Discharge; Discharge and Covenant Defeasance 71 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 71 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 72 Section 16.02 Trust Indenture Act 60 Controls 73 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders16.03 Notices; Waiver 66 of Notice 73 Section 11.06. Conflict with Trust Indenture Act 67 16.04 No Adverse Interpretation of Other Agreements 74 Section 11.07. Alternate Payment and Notice Provisions 67 16.05 Legal Holiday 74 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 74 Section 11.09. 16.07 Successors and Assigns 67 74 Section 11.10. Severability 67 16.08 Separability Clause 74 Section 11.11. 16.09 Benefits of Indenture 67 75 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 75 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law; Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 75 INDENTURE dated as of November 1September 15, 20182014, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong X. X. Xxxxxx Company, Inc., a Delaware statutory trust corporation (the “IssuerCompany”), X. X. Xxxxxx Corporation, Inc., a Delaware corporation and U.S. Bank a wholly owned subsidiary of the Company (“JCP,” and together with the Company, the “Issuers”), as joint and several obligors, and Wilmington Trust, National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Consent, Waiver or Amendment Without the Consent of Noteholders 57 iii Page Securityholders 42 Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Securityholders 44 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Indentures 44 Section 9.04. Securities Affected by Supplemental Indentures 45 Section 9.05. Conformity with Trust Indenture Act 60 45 Section 9.06. Reference in Notes to Execution of Supplemental Indentures 60 45 ARTICLE TEN REDEMPTION OF NOTES X SUCCESSOR CORPORATION Section 10.01. Redemption 61 Company May Consolidate, Etc 46 Section 10.02. Form of Redemption Notice 61 Successor Corporation Substituted 46 Section 10.03. Notes Payable Evidence of Consolidation, Etc. to Trustee 47 ARTICLE XI SATISFACTION AND DISCHARGE AND DEFEASANCE Section 11.01. Satisfaction and Discharge of Indenture 47 Section 11.02. Defeasance and Covenant Defeasance 48 Section 11.03. Deposited Moneys to be Held in Trust 50 Section 11.04. Payment of Moneys Held by Paying Agents 50 Section 11.05. Repayment to Company 50 Section 11.06. Reinstatement 51 TABLE OF CONTENTS (continued) Page Section 11.07. Other Coin or Currency Units 51 ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. No Recourse 51 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01. Effect on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Successors and Assigns 52 Section 13.02. Actions by Successor 52 Section 13.03. Notices 52 Section 13.04. Governing Law 53 Section 13.05. Treatment of Securities as Debt 53 Section 13.06. Compliance Certificates and Opinions, etc. 63 Opinions 53 Section 11.0213.07. Form of Documents Delivered to Indenture Trustee 64 54 Section 11.0313.08. Acts of Noteholders 65 Payments on Business Days 54 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.0613.09. Conflict with Trust Indenture Act 67 55 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0813.10. Effect of Headings and Table of Contents 67 55 Section 11.0913.11. Successors and Assigns 67 Counterparts 55 Section 11.1013.12. Severability 67 Separability 55 Section 11.1113.13. Benefits of Indenture 67 Assignment 55 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.1413.14. WAIVER OF JURY BY TRIAL 68 55 Section 11.1513.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Patriot Act 56 INDENTURE, dated as of November 1March 2, 20182016, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong International Flavors & Fragrances Inc., a Delaware statutory trust New York corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 56 Section 9.01. 8.01 Supplemental Indentures Without Not Requiring Consent of Noteholders 57 iii Page Owners of Bonds 56 Section 9.02. 8.02 Supplemental Indentures With Requiring Consent of Noteholders 58 Owners of Bonds 56 Section 9.03. 8.03 Execution of Supplemental Indentures 59 57 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes 8.04 Trustee’s Consents to Supplemental Indentures 57 ARTICLE IX DEFEASANCE 57 Section 9.01 Defeasance 57 ARTICLE X MISCELLANEOUS 59 Section 10.01 Consents of Owners of Bonds 59 Section 10.02 District and Trustee Representatives 59 Section 10.03 Limitation of Rights 59 Section 10.04 No Rating, CUSIP Number or Securities Depository 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 10.05 Sales and Transfers by a Purchaser to a Purchaser Transferee 60 Section 10.06 Sales and Transfers by an Owner to a Non-Purchaser Transferee 60 Section 10.07 Severability 60 Section 10.08 Notices 60 Section 10.09 Payments Due on Holidays 61 Section 10.02. 10.10 Counterparts 61 Section 10.11 Applicable Provisions of Law 61 Section 10.12 Captions 61 Section 10.13 No Recourse 61 Section 10.14 Electronic Signatures and Electronic Transactions 61 Section 10.15 Recitals 61 EXHIBIT A - Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Taxable Bonds………………………………………………………A-1 EXHIBIT B - Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Tax-Exempt Bonds…………………………………………………B-1 INDENTURE OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, TRUST THIS INDENTURE OF TRUST dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust [CLOSING DATE] (the “IssuerIndenture”)) between the REGIONAL TRANSPORTATION DISTRICT, a public body corporate and politic and a political subdivision of the State of Colorado duly organized and existing under the laws of the State of Colorado, and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationassociation organized and existing under and by virtue of the laws of the United States of America, as trustee and not in its individual capacity (together with any successor trustee duly appointed under this Indenture, the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. 34 8.1 Provision for Supplemental Indentures Without Consent for Certain Purposes 34 8.2 Successor Entities 35 ARTICLE 9 CONCERNING THE WARRANT AGENT 35 9.1 Warrant Indenture Legislation 35 9.2 Rights and Duties of Noteholders 57 iii Page Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates Warrant Agent 35 9.3 Evidence, Experts and OpinionsAdvisers 36 9.4 Documents, Monies, etc. 63 Section 11.02. Form Held by Warrant Agent 37 9.5 Actions by Warrant Agent to Protect Interest 37 9.6 Warrant Agent Not Required to Give Security 37 9.7 Protection of Documents Delivered Warrant Agent 37 9.8 Replacement of Warrant Agent; Successor by Mxxxxx 39 9.9 Conflict of Interest 39 9.10 Acceptance of Agency 40 9.11 Warrant Agent Not to Indenture Trustee 64 Section 11.03. Acts be Appointed Receiver 40 9.12 Warrant Agent Not Required to Give Notice of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices Default 40 -ii- TABLE OF CONTENTS (continued) Page 9.13 Anti-Money Laundering 40 9.14 Compliance with Privacy Code 40 9.15 Securities Exchange Commission Certification 41 ARTICLE 10 GENERAL 41 10.1 Notice to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment the Corporation and Warrant Agent 41 10.2 Notice Provisions 67 Section 11.08. Effect to Warrantholders 42 10.3 Ownership of Headings Warrants 43 10.4 Counterparts 43 10.5 Satisfaction and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits Discharge of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 43 10.6 Provisions of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows Warrants for the benefit Sole Benefit of the other party Parties and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Warrantholders 44

SUPPLEMENTAL INDENTURES. 29 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 29 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 30 Section 9.03. 9.03 Effect of Supplemental Indentures 30 Section 9.04 Securities Affected by Supplemental Indentures 31 Section 9.05 Execution of Supplemental Indentures 59 31 ARTICLE 10 SUCCESSOR ENTITY 31 Section 9.0410.01 Company May Consolidate, Etc. 31 Section 10.02 Successor Entity Substituted 32 ARTICLE 11 SATISFACTION AND DISCHARGE 32 Section 11.01 Satisfaction and Discharge of Indenture 32 Section 11.02 Discharge of Obligations 33 Section 11.03 Deposited Moneys to be Held in Trust 33 Section 11.04 Payment of Moneys Held by Paying Agents 33 Section 11.05 Repayment to Company 33 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 33 Section 12.01 No Recourse 33 ARTICLE 13 MISCELLANEOUS PROVISIONS 34 Section 13.01 Effect on Successors and Assigns 34 Section 13.02 Actions by Successor 34 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 34 Section 9.05. Conformity with Trust Indenture Act 60 13.04 Notices 34 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law; Jury Trial Waiver 34 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 35 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 35 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 35 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 35 Section 11.07. Alternate Payment and Notice Provisions 67 13.10 Counterparts 35 Section 11.08. Effect of Headings and 13.11 Separability 36 Section 13.12 Compliance Certificates 36 Section 13.13 U.S.A Patriot Act 36 Section 13.14 Force Majeure 36 Section 13.15 Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note SeparateContents; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Headings 36 INDENTURE INDENTURE, dated as of November 1[·], 201820__, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong ACTINIUM PHARMACEUTICALS, INC., a Delaware statutory trust corporation (the “Issuer”"Company"), and U.S. Bank National Association, a national banking association[TRUSTEE], as trustee and not in its individual capacity (the “Indenture "Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts."):

SUPPLEMENTAL INDENTURES. Section 9.0113.01. Supplemental Indentures Without without Consent of Noteholders 57 iii Page Holders 92 Section 9.0213.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 93 Section 9.0313.03. Execution of Supplemental Indentures 59 94 Section 9.0413.04. Effect of Supplemental Indenture 60 Indentures 94 Section 9.0513.05. Conformity with Trust Indenture Act 60 95 Section 9.0613.06. Reference in Notes Securities to Supplemental Indentures 60 95 Section 13.07. Notice to Holders of Supplemental Indentures 95 ARTICLE TEN REDEMPTION OF NOTES 14 MISCELLANEOUS Section 10.0114.01. Redemption 61 Section 10.02. Form Incorporation of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 95 Section 11.0714.02. Alternate Payment Trust Indenture Act Controls 95 Section 14.03. Notices 95 Section 14.04. Communication by Holders with other Holders 96 Section 14.05. Certificate and Notice Provisions 67 Opinion as to Conditions Precedent 96 Section 11.0814.06. Effect of Headings When Securities Are Disregarded 97 Section 14.07. Rules by Trustee, Paying Agent and Table of Contents 67 Registrar 97 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.1214.08. Legal Holidays 67 97 Section 11.1314.09. GOVERNING LAW 68 Governing Law 97 Section 11.1414.10. WAIVER OF JURY TRIAL 68 Successors 97 Section 11.1514.11. Execution in Counterparts 68 97 Section 11.1614.12. Recording [Reserved] 98 Section 14.13. Table of Indenture 68 Contents; Headings 98 Section 11.1714.14. Issuer Obligation 68 Severability Clause 98 Section 11.1814.15. No Petition 69 Calculations 98 Section 11.1914.16. No Recourse 69 Waiver of Jury Trial 98 Section 11.2014.17. Inspection 70 Consent to Jurisdiction; Consent to Service of Process 98 Section 11.2114.18. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Force Majeure 99 INDENTURE, dated as of November 1August 4, 20182009, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BTHQ Inc., a Delaware statutory trust company duly incorporated and existing under the laws of the State of Delaware, as Issuer (the “IssuerCompany”), having its principal office at 00000 Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, 00000 and U.S. Bank National AssociationUnion Bank, N.A., a national banking association, as trustee and not in its individual capacity Trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Purposes for Which Supplemental Indentures Indenture May Be Entered into Without Consent of Noteholders 57 iii Page Holders 44 Section 9.02. Supplemental Indentures With Modification of Indenture with Consent of Noteholders 58 Holders of Debt Securities 45 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Indentures 46 Section 9.059.04. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Debt Securities May Bear Notation of Changes by Supplemental Indentures 60 47 ARTICLE TEN REDEMPTION OF NOTES X CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 10.01. Redemption 61 Consolidations and Mergers of the Company 47 Section 10.02. Form Rights and Duties of Redemption Notice 61 Successor Company 48 ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS Section 10.0311.01. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Applicability of Article 48 Section 11.02. Form Satisfaction and Discharge of Documents Delivered to Indenture Trustee 64 Indenture; Defeasance 48 Section 11.03. Acts Conditions of Noteholders 65 Defeasance 49 Section 11.04. Notices 65 Application of Trust Money 50 Section 11.05. Notices Repayment to Noteholders; Waiver 66 Company 51 Section 11.06. Conflict with Trust Indenture Act 67 Indemnity for U.S 51 Section 11.07. Alternate Payment and Notice Provisions 67 Reinstatement 51 ARTICLE XII [RESERVED] ARTICLE XIII MISCELLANEOUS PROVISIONS Section 11.08. Effect of Headings and Table of Contents 67 Section 11.0913.01. Successors and Assigns 67 of Company Bound by Indenture 51 Section 11.1013.02. Severability 67 Acts of Board, Committee or Officer of Successor Company Valid 51 Section 11.1113.03. Benefits of Required Notices or Demands 52 Section 13.04. Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (Debt Securities to Be Construed in Accordance with the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit Laws of the other party and for the equal and ratable benefit State of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.New York 53

SUPPLEMENTAL INDENTURES. 30 Section 9.01. 9.1 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 30 Section 9.02. 9.2 Supplemental Indentures With with Consent of Noteholders 58 Securityholders 31 Section 9.03. 9.3 Effect of Supplemental Indentures 32 Section 9.4 Securities Affected by Supplemental Indentures 32 Section 9.5 Execution of Supplemental Indentures 59 32 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. 9.6 Conformity with Trust Indenture Act 60 32 ARTICLE X SUCCESSOR CORPORATION 32 Section 9.0610.1 Company May Consolidate, Etc. Reference 32 Section 10.2 Successor Substituted 33 Section 10.3 Evidence of Consolidation, Etc 33 ARTICLE XI SATISFACTION AND DISCHARGE 33 Section 11.1 Satisfaction and Discharge of Indenture 33 Section 11.2 Discharge of Obligations 34 Section 11.3 Deposited Moneys to be Held in Notes Trust 34 Section 11.4 Payment of Moneys Held by Paying Agents 34 Section 11.5 Repayment to Supplemental Indentures 60 Company 34 ARTICLE TEN REDEMPTION XII IMMUNITY OF NOTES INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 35 Section 10.01. Redemption 61 12.1 No Recourse 35 ARTICLE XIII MISCELLANEOUS PROVISIONS 35 Section 10.02. Form 13.1 Effect on Successors and Assigns 35 Section 13.2 Actions by Successor 35 Section 13.3 Notices 35 Section 13.4 Notice to Securityholders of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to NoteholdersSecurities; Waiver 66 36 Section 11.06. Conflict with Trust Indenture Act 67 13.5 Governing Law 36 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. 13.6 Effect of Headings and Table of Contents 67 36 Section 11.09. Successors 13.7 Compliance Certificates and Assigns 67 Opinions 37 Section 11.10. Severability 67 13.8 Payments on Business Days 37 Section 11.11. Benefits of 13.9 Conflict with Trust Indenture 67 Act 37 Section 11.12. Legal Holidays 67 13.10 Counterparts 37 Section 11.13. GOVERNING LAW 68 13.11 Separability 37 Section 11.14. 13.12 Assignment 38 Section 13.13 WAIVER OF JURY TRIAL 68 38 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 13.14 FATCA 38 INDENTURE, dated as of November 1[ ] [ ], 2018[ ], is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong AMERANT BANCORP INC., a Delaware statutory trust corporation organized under the laws of the State of Florida (the “IssuerCompany”), and U.S. The Bank National Association, a national banking associationof New York Mellon, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 60 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 61 Section 9.03. Execution of Supplemental Indentures 59 62 Section 9.04. Effect of Supplemental Indenture 60 Indentures 62 Section 9.05. Conformity with With Trust Indenture Act 60 62 Section 9.06. Reference in Notes to Supplemental Indentures 60 62 Section 9.07. Amendments to Governing Documents 63 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 63 Section 10.02. Form of Redemption Notice 61 64 Section 10.03. Notes Payable on Optional Redemption Date 62 64 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 64 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 65 Section 11.03. Acts of Noteholders 65 66 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Trust 67 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 68 Section 11.06. Rules by Indenture Trustee 68 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 68 Section 11.08. Effect of Headings and Table of Contents 67 68 Section 11.09. Successors and Assigns 67 68 Section 11.10. Severability 67 Separability 69 Section 11.11. Benefits of Indenture 67 69 Section 11.12. Legal Holidays 67 69 Section 11.13. GOVERNING LAW 68 Governing Law 69 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 69 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 69 Section 11.16. Trust Obligation 69 Section 11.17. Issuer Obligation 68 No Petition 70 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.19. Usury 71 Section 11.20. [Reserved] 71 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien [Reserved] 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 Note This INDENTURE, dated as of November August 1, 20182004 (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between MERCEDESACCREDITED MORTGAGE LOAN TRUST 2004-BENZ AUTO LEASE TRUST 2018-B3, a Delaware statutory trust (together with its permitted successors and assigns, the “Trust” or the “Issuer”), and U.S. Bank National AssociationDEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee and not Indenture Trustee (together with its permitted successors in its individual capacity (the trusts hereunder, the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 62 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 64 Section 9.03. 14.03 Trustee Protected 66 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 66 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 66 Section 9.05. 14.06 Conformity with TIA 67 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 67 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 67 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 68 Section 15.04 Payments on Securities Permitted 69 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 69 Section 15.06 Notices to Trustee 69 Section 15.07 Trustee as Holder of Senior Indebtedness 70 Section 15.08 Modifications of Terms of Senior Indebtedness 70 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 71 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 71 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 71 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 71 Section 16.02 Trust Indenture Act 60 Controls 72 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Company and Trustee 73 Section 16.04 Notices to Securityholders; Waiver 66 73 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 74 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 74 Section 11.09. 16.07 Successors and Assigns 67 74 Section 11.10. Severability 67 16.08 Separability Clause 74 Section 11.11. 16.09 Benefits of Indenture 67 74 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 74 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law; Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 74 iv INDENTURE dated as of November 1xx ,00 , 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bxxxxx Xxxxxxx Xxxxx Mortgage Capital Corporation, a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[ ], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. 10.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 48 Section 9.02. 10.02 Supplemental Indentures With with Consent of Noteholders 58 Holders 49 Section 9.03. Execution 10.03 Effect of Supplemental Indentures 59 50 Section 9.04. Effect 10.04 Notation on Notes 50 Section 10.05 Evidence of Compliance of Supplemental Indenture 60 to Be Furnished Trustee 50 ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01 Company May Consolidate, Etc. Conformity with Trust on Certain Terms 50 Section 11.02 Successor Corporation to Be Substituted 51 Section 11.03 Evidence to Be Given to Trustee 51 ARTICLE XII NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS Section 12.01 Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 52 ARTICLE TEN REDEMPTION XIII CONVERSION OF NOTES Section 10.01. Redemption 61 13.01 Conversion Privilege 52 Section 10.02. Form 13.02 Conversion Procedure; Settlement Upon Conversion 54 Section 13.03 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 57 Section 13.04 Adjustment of Redemption Notice 61 Conversion Rate 59 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form 13.05 Adjustments of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act Prices 67 Section 11.07. Alternate Payment and Notice Provisions 13.06 Shares to Be Fully Paid 67 Section 11.08. 13.07 Effect of Headings Recapitalizations, Reclassifications and Table Changes of Contents the Common Stock 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 13.08 Certain Covenants 69 Section 11.19. No Recourse 13.09 Responsibility of Trustee 69 Section 11.20. Inspection 13.10 Stockholder Rights Plans 70 Section 11.21. Subordination 13.11 Limit of Issuance of Common Stock Upon Conversion 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not 13.12 Withholding Taxes for Adjustments in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Conversation Rate 70 ARTICLE XIV

SUPPLEMENTAL INDENTURES. Section SECTION 9.01. Supplemental Indentures Amendments or Supplements Without Consent of Noteholders 57 iii Page Section Holders 78 SECTION 9.02. Supplemental Indentures With Amendments, Supplements or Waivers with Consent of Noteholders 58 Section Holders 80 SECTION 9.03. Execution of Supplemental Indentures 59 Section Amendments, Supplements or Waivers 81 SECTION 9.04. Effect of Supplemental Indenture 60 Section Amendments, Supplements or Waivers 81 SECTION 9.05. Conformity with Trust Indenture Act 60 Section [Reserved] 81 SECTION 9.06. Reference in Notes to Supplemental Indentures 60 81 SECTION 9.07. Notice of Supplemental Indentures 81 ARTICLE TEN REDEMPTION OF NOTES Section COVENANTS SECTION 10.01. Redemption 61 Section Payment of Principal, Premium, if any, and Interest 81 SECTION 10.02. Form Maintenance of Redemption Notice 61 Section Office or Agency 82 SECTION 10.03. Money for Notes Payable Payments to Be Held in Trust 82 SECTION 10.04. Organizational Existence 83 SECTION 10.05. Payment of Taxes and Other Claims 83 SECTION 10.06. [Reserved] 83 SECTION 10.07. [Reserved] 83 SECTION 10.08. Statement by Officer as to Default 83 SECTION 10.09. Reports and Other Information 84 SECTION 10.10. Limitation on Redemption Date 62 Restricted Payments 86 SECTION 10.11. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 95 SECTION 10.12. Liens 103 SECTION 10.13. Limitations on Transactions with Affiliates 103 SECTION 10.14. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 106 SECTION 10.15. Additional Note Guarantees 108 SECTION 10.16. Change of Control 109 SECTION 10.17. Asset Sales 111 SECTION 10.18. Suspension of Covenants 114 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.ELEVEN

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent 9.01 Purposes for which supplemental indenture may be entered into without consent of Noteholders 57 iii Page Securityholders 40 Section 9.02. Supplemental Indentures With Consent 9.02 Modification of Noteholders 58 Indenture with consent of Securityholders 42 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. 9.03 Effect of Supplemental supplemental indentures 43 Section 9.04 Securities may bear notation of changes by supplemental indentures 44 Section 9.05 Opinion of Counse 44 ARTICLE TEN - CONSOLIDATION, MERGER AND SALE Section 10.01 Consolidations or mergers of Company and sales or conveyances of property of Company permitted 44 Section 10.02 Rights and duties of successor company 44 Section 10.03 Opinion of Counsel 45 ARTICLE ELEVEN - DEFEASANCE AND CONDITIONS TO DEFEASANCE; UNCLAIMED MONIES Section 11.01 Defeasance and conditions to defeasance 45 Section 11.02 Application by Trustee of funds deposited for payment of Securities 47 Section 11.03 Repayment of monies held by paying agent 47 Section 11.04 Repayment of monies held by Trustee 47 Section 11.05 Delivery of Officer’s Certificate and Opinion of Counsel 47 ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01 Incorporators, Stockholders, officers and directors of Company exempt from individual liability 47 ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS Section 13.01 Successors and assigns of Company bound by Indenture 60 48 Section 9.05. Conformity 13.02 Acts of board, committee or officer of successor company valid 48 Section 13.03 Surrender of powers by Company 48 Section 13.04 Required notices or demands may by served by mail 48 Section 13.05 Indenture and Securities to be construed in accordance with laws of the State of New York 48 Section 13.06 Officers’ Certificate and Opinion of Counsel to be furnished upon applications or demands by company 49 Section 13.07 Payments due on non-Business Days 49 Section 13.08 Provisions required by Trust Indenture Act 60 of 1939 to control 49 Section 9.06. Reference 13.09 Indenture may be executed in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES counterparts 49 Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits 13.10 Separability of Indenture 67 49 Section 11.12. Legal Holidays 67 13.11 Assignment by Company to subsidiary 50 Section 11.13. GOVERNING LAW 68 13.12 Headings 50 Section 11.14. WAIVER 13.13 Securities in Foreign Currencies ACCEPTANCE OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This TRUST BY TRUSTEE 51 TESTIMONIUM 51 SIGNATURES AND SEALS 51 ACKNOWLEDGEMENTS 52 THIS INDENTURE, dated as of November 1the day of February, 20182003, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BCOLUMBUS SOUTHERN POWER COMPANY, a Delaware statutory trust corporation duly organized and existing under the laws of the State of Ohio (hereinafter sometimes referred to as the “IssuerCompany”), and U.S. Bank National AssociationBANK ONE, N. A., a national banking associationassociation organized under the laws of the United States, as trustee and not in its individual capacity (hereinafter sometimes referred to as the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.0113.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 95 Section 9.0213.02. Supplemental Indentures With Consent of Noteholders 58 Holders 96 Section 9.0313.03. Execution of Supplemental Indentures 59 97 Section 9.0413.04. Effect of Supplemental Indenture 60 Indentures 97 Section 9.0513.05. Conformity with With Trust Indenture Act 60 97 Section 9.0613.06. Reference in Notes Securities to Supplemental Indentures 60 97 Section 13.07. Notice to Holders of Supplemental Indentures 98 ARTICLE TEN REDEMPTION OF NOTES 14 MISCELLANEOUS Section 10.0114.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Controls 98 Section 11.0714.02. Alternate Payment Notices 98 Section 14.03. Communication by Holders with other Holders 99 Section 14.04. Certificate and Notice Provisions 67 Opinion as to Conditions Precedent 99 Section 11.0814.05. Effect of Headings Statements Required in Certificate or Opinion 99 Section 14.06. When Securities are Disregarded 100 Section 14.07. Rules by Trustee, Paying Agent and Table of Contents 67 Registrar 100 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.1214.08. Legal Holidays 67 100 Section 11.1314.09. GOVERNING LAW 68 Successors 101 Section 11.1414.10. WAIVER OF JURY TRIAL 68 Table of Contents; Headings 101 Section 11.1514.11. Severability Clause 101 Section 14.12. U.S.A. Patriot Act 101 Section 14.13. Execution in Counterparts 68 101 Section 11.1614.14. Recording Calculations 101 Section 14.15. Waiver of Indenture 68 Jury Trial 102 Section 11.1714.16. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Force Majeure 102 INDENTURE, dated as of November 1April 6, 20182010, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BConcur Technologies, Inc., a Delaware statutory trust corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “IssuerCompany”), having its principal office at 00000 XX Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx and U.S. Bank Xxxxx Fargo Bank, National Association, a national banking association, as trustee and not in its individual capacity Trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 37 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 37 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 38 Section 10.04. Notation on Notes 38 Section 10.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished Trustee 38 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01. Conformity with Trust Company May Consolidate, Etc. 39 Section 11.02. Successor Entity to Be Substituted 39 Section 11.03. Opinion of Counsel to be Given to Trustee 39 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 40 ARTICLE TEN REDEMPTION 13 [INTENTIONALLY OMITTED] ARTICLE 14 CONVERSION OF NOTES Section 10.0114.01. Redemption 61 Conversion Privilege 40 Section 10.0214.02. Form Conversion Procedure; Settlement Upon Conversion 42 Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 45 Section 14.04. Adjustment of Redemption Notice 61 Conversion Rate 46 Section 10.0314.05. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Adjustments of Prices 54 Section 14.06. Compliance Certificates and Opinions, etc. 63 Shares to Be Fully Paid 54 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0814.07. Effect of Headings Recapitalizations, Reclassifications and Table Changes of Contents 67 the Common Stock 54 Section 11.0914.08. Certain Covenants 55 Section 14.09. Responsibility of Trustee 55 Section 14.10. Notice to Holders Prior to Certain Actions 56 Section 14.11. Stockholder Rights Plans 56 Section 14.12. Exchange In Lieu Of Conversion 56 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. Intentionally Omitted 57 Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change 57 Section 15.03. Withdrawal of Fundamental Change Repurchase Notice 59 Section 15.04. Deposit of Fundamental Change Repurchase Price 59 Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes 60 ARTICLE 16 NO OPTIONAL REDEMPTION Section 16.01. No Optional Redemption 60 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01. Provisions Binding on Company’s Successors 60 Section 17.02. Official Acts by Successor Corporation 60 Section 17.03. Addresses for Notices, Etc. 60 Section 17.04. Governing Law; Jurisdiction 61 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Assigns 67 Opinions of Counsel to Trustee 61 Section 11.1017.06. Severability 67 Legal Holidays 61 Section 11.1117.07. No Security Interest Created 62 Section 17.08. Benefits of Indenture 67 62 Section 11.1217.09. Legal Holidays 67 Table of Contents, Headings, Etc. 62 Section 11.1317.10. GOVERNING LAW 68 Authenticating Agent 62 Section 11.1417.11. WAIVER OF JURY TRIAL 68 Execution in Counterparts 63 Section 11.1517.12. Counterparts 68 Severability 63 Section 11.1617.13. Recording Waiver of Indenture 68 Jury Trial 63 Section 11.1717.14. Issuer Obligation 68 Force Majeure 63 Section 11.1817.15. Calculations 63 Section 17.16. USA PATRIOT Act 64 Section 17.17. No Petition 69 Personal Liability of Directors, Officers, Employees or Stockholders 64 Section 11.1917.18. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form Stockholder Rights for Holders of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, 64 EXHIBIT INDENTURE dated as of November 1July 16, 20182024 between ZIFF XXXXX, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BINC., a Delaware statutory trust corporation, as issuer (the “Issuer”)Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, and U.S. Bank National AssociationNATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”,” as more fully set forth in Section 1.01). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01SECTION 10.01. Supplemental Indentures Without without Consent of Noteholders 57 iii Page Section 9.02Securityholders 61 SECTION 10.02. Supplemental Indentures With with Consent of Noteholders 58 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04Holders 62 SECTION 10.03. Effect of Supplemental Indenture 60 Section 9.05Indentures 64 SECTION 10.04. Conformity with Trust Indenture Act 60 Section 9.06Notation on Securities 64 ARTICLE 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE SECTION 11.01. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and OpinionsCompany May Consolidate, etc. 63 Section ., on Certain Terms 65 SECTION 11.02. Form of Documents Delivered to Indenture Trustee 64 Section Successor Company Substituted 66 SECTION 11.03. Acts Opinion of Noteholders 65 Section 11.04Counsel and Officer’s Certificate to be Given Trustee 67 ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS SECTION 12.01. Notices 65 Section 11.05Discharge of Indenture 67 SECTION 12.02. Notices Deposited Moneys to Noteholdersbe Held in Trust by Trustee 68 SECTION 12.03. Paying Agent to Repay Moneys Held 68 SECTION 12.04. Return of Unclaimed Moneys 68 ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 13.01. Indenture and Securities Solely Corporate Obligations 69 ARTICLE 14 DEFEASANCE AND COVENANT DEFEASANCE SECTION 14.01. Applicability of Article 69 SECTION 14.02. Defeasance and Discharge 69 SECTION 14.03. Covenant Defeasance 70 SECTION 14.04. Conditions to Defeasance or Covenant Defeasance 70 SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Other Miscellaneous Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.1172 ARTICLE 15 MISCELLANEOUS PROVISIONS SECTION 15.01. Benefits of Indenture 67 Section 11.12Restricted to Parties and Securityholders 73 SECTION 15.02. Provisions Binding on Company’s Successors 73 SECTION 15.03. Addresses for Notices, etc., to Company and Trustee 74 SECTION 15.04. Notice to Holders of Securities; Waiver 74 SECTION 15.05. Evidence of Compliance with Conditions Precedent 74 SECTION 15.06. Legal Holidays 67 Section 11.1375 SECTION 15.07. GOVERNING LAW 68 Section 11.14Concerning the Trust Indenture Act 75 SECTION 15.08. Execution in Counterparts 75 SECTION 15.09. Governing Law 76 SECTION 15.10. WAIVER OF JURY TRIAL 68 Section 11.1576 SECTION 15.11. Counterparts 68 Section 11.16USA PATRIOT Act 76 SECTION 15.12. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Separability Clause 76 INDENTURE, dated as of November 127, 20182020, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BThe Chemours Company, a corporation duly organized and existing under the laws of the State of Delaware statutory trust (the “IssuerCompany”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants which term shall include any successor trustee appointed pursuant to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions Article 7 of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts).

SUPPLEMENTAL INDENTURES. Section 9.01. 9.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Securityholders 48 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 49 Section 9.03. 9.03 Execution of Supplemental Indentures 59 50 Section 9.04. 9.04 Effect of Supplemental Indenture 60 Indentures 50 Section 9.05. 9.05 Conformity with With Trust Indenture Act 60 51 Section 9.06. 9.06 Reference in Notes Securities to Supplemental Indentures 60 51 ARTICLE TEN X COVENANTS Section 10.01 Payment of Principal, Premium and Interest 51 Section 10.02 Maintenance of Office or Agency 51 Section 10.03 Money or Security Payments to Be Held in Trust 51 Section 10.04 Certificate to Trustee 52 Section 10.05 Corporate Existence 52 Section 10.06 Limitation on Liens; Limitation on Sale and Leaseback Transactions 52 Section 10.07 Waiver of Certain Covenants 55 ARTICLE XI REDEMPTION OF NOTES SECURITIES Section 10.01. Redemption 61 11.01 Applicability of Article 55 Section 10.02. Form 11.02 Election to Redeem; Notice to Trustee 56 Section 11.03 Selection by Trustee of Securities to be Redeemed 56 Section 11.04 Notice of Redemption Notice 61 56 Section 10.03. Notes 11.05 Deposit of Redemption Price 57 Section 11.06 Securities Payable on Redemption Date 62 57 Section 11.07 Securities Redeemed in Part 57 Section 11.08 Provisions with Respect to any Sinking Funds 58 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates XII REPAYMENT AT OPTION OF HOLDERS Section 12.01 Applicability of Article 59 Section 12.02 Repayment of Securities 59 Section 12.03 Exercise of Option 59 Section 12.04 When Securities Presented for Repayment Become Due and OpinionsPayable 60 Section 12.05 Securities Repaid in Part 60 ARTICLE XIII SUBORDINATION OF SUBORDINATED SECURITIES Section 13.01 Agreement To Subordinate 60 Section 13.02 Payment On Dissolution, etc. Liquidation Or Reorganization; Default On Senior Indebtedness 60 Section 13.03 Payment Prior To Dissolution Or Default 63 Section 11.02. 13.04 Securityholders Authorize Trustee To Effectuate Subordination of Securities 63 Section 13.05 Right Of Trustee To Hold Senior Indebtedness 63 Section 13.06 Article 13 Not To Prevent Events Of Default 63 Section 13.07 No Fiduciary Duty Of Trustee To Holders Of Senior Indebtedness 64 Exhibit A Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This THIS INDENTURE, dated as of November 1, 2018, is between MERCEDESBxxxx-BENZ AUTO LEASE TRUST 2018-BXxxxxx Corporation, a Delaware statutory trust corporation (hereinafter called the “IssuerCompany”)) having its principal office at 800 Xxxxx Xxxxxxx, Louisville, Kentucky 40210, and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (hereinafter called the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except entered into as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture2nd day of April, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts2007.

SUPPLEMENTAL INDENTURES. Section 9.01. 9.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Securityholders 48 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 49 Section 9.03. 9.03 Execution of Supplemental Indentures 59 50 Section 9.04. 9.04 Effect of Supplemental Indenture 60 Indentures 50 Section 9.05. 9.05 Conformity with With Trust Indenture Act 60 51 Section 9.06. 9.06 Reference in Notes Securities to Supplemental Indentures 60 51 ARTICLE TEN X COVENANTS Section 10.01 Payment of Principal, Premium and Interest 51 Section 10.02 Maintenance of Office or Agency 51 Section 10.03 Money or Security Payments to Be Held in Trust 51 Section 10.04 Certificate to Trustee 52 Section 10.05 Corporate Existence 52 Section 10.06 Limitation on Liens; Limitation on Sale and Leaseback Transactions 52 Section 10.07 Waiver of Certain Covenants 55 ARTICLE XI REDEMPTION OF NOTES SECURITIES Section 10.01. Redemption 61 11.01 Applicability of Article 55 Section 10.02. Form 11.02 Election to Redeem; Notice to Trustee 56 Section 11.03 Selection by Trustee of Securities to be Redeemed 56 Section 11.04 Notice of Redemption Notice 61 56 Section 10.03. Notes 11.05 Deposit of Redemption Price 57 Section 11.06 Securities Payable on Redemption Date 62 57 Section 11.07 Securities Redeemed in Part 57 Section 11.08 Provisions with Respect to any Sinking Funds 58 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates XII REPAYMENT AT OPTION OF HOLDERS Section 12.01 Applicability of Article 59 Section 12.02 Repayment of Securities 59 Section 12.03 Exercise of Option 59 Section 12.04 When Securities Presented for Repayment Become Due and OpinionsPayable 60 Section 12.05 Securities Repaid in Part 60 ARTICLE XIII SUBORDINATION OF SUBORDINATED SECURITIES Section 13.01 Agreement To Subordinate 60 Section 13.02 Payment On Dissolution, etc. Liquidation Or Reorganization; Default On Senior Indebtedness 60 Section 13.03 Payment Prior To Dissolution Or Default 63 Section 11.02. 13.04 Securityholders Authorize Trustee To Effectuate Subordination of Securities 63 Section 13.05 Right Of Trustee To Hold Senior Indebtedness 63 Section 13.06 Article 13 Not To Prevent Events Of Default 63 Section 13.07 No Fiduciary Duty Of Trustee To Holders Of Senior Indebtedness 64 Exhibit A Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This THIS INDENTURE, dated as of November 1, 2018, is between MERCEDESBxxxx-BENZ AUTO LEASE TRUST 2018-BXxxxxx Corporation, a Delaware statutory trust corporation (hereinafter called the “IssuerCompany”)) having its principal office at 800 Xxxxx Xxxxxxx, Louisville, Kentucky 40210, and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (hereinafter called the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except entered into as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture___ day of ______, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts2007.

SUPPLEMENTAL INDENTURES. Section 9.01. Purposes for Which Supplemental Indentures Indenture May Be Entered into Without Consent of Noteholders 57 iii Page Holders 35 Section 9.02. Supplemental Indentures With Modification of Indenture with Consent of Noteholders 58 Holders of Debt Securities 36 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Indentures 37 Section 9.059.04. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Debt Securities May Bear Notation of Changes by Supplemental Indentures 60 37 ARTICLE TEN REDEMPTION OF NOTES X CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 10.01. Redemption 61 Consolidations and Mergers of the Issuers 38 Section 10.02. Form Rights and Duties of Redemption Notice 61 Successor Issuer 38 ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS Section 10.0311.01. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Applicability of Article 39 Section 11.02. Form Satisfaction and Discharge of Documents Delivered to Indenture Trustee 64 Indenture; Defeasance 39 Section 11.03. Acts Conditions of Noteholders 65 Defeasance 39 Section 11.04. Notices 65 Application of Trust Money 40 Section 11.05. Notices Repayment to Noteholders; Waiver 66 Company 40 Section 11.06. Conflict with Trust Indenture Act 67 Indemnity for U.S. Government Obligations 40 Section 11.07. Alternate Payment Reinstatement 41 ARTICLE XII [RESERVED] ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01. Successors and Notice Assigns of Issuers Bound by Indenture 41 Section 13.02. Acts of Board, Committee or Officer of Successor Issuer Valid 41 Section 13.03. Required Notices or Demands 41 Section 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York 42 Section 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by an Issuer 42 Section 13.06. Payments Due on Legal Holidays 42 Section 13.07. Provisions 67 Required by TIA to Control 43 Section 11.0813.08. Computation of Interest on Debt Securities 43 Section 13.09. Rules by Trustee, Paying Agent and Xxxxxxxxx 00 Section 13.10. No Recourse Against Others 43 Section 13.11. Severability 43 Section 13.12. Effect of Headings 43 Section 13.13. Indenture May Be Executed in Counterparts 43 Page ARTICLE XIV GUARANTEE Section 14.01. Unconditional Guarantee 43 Section 14.02. Execution and Table Delivery of Contents 67 Notation of Guarantee 45 Section 11.0914.03. Successors Limitation on Liability of the Guarantor and Assigns 67 the Subsidiary Guarantors 45 Section 11.1014.04. Severability 67 Release of Guarantor or Subsidiary Guarantors from Guarantee 46 Section 11.1114.05. Benefits Contribution 47 Notation of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Guarantee Annex A THIS INDENTURE dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong Cloud Peak Energy Resources LLC, a Delaware statutory trust limited liability company (the “Issuer”"Company"), and U.S. Bank National AssociationCloud Peak Energy Finance Corp., a national banking association, as trustee and not in its individual capacity Delaware corporation (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the "Co-Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” " and, together with the Class A-1 NotesCompany, the Class A-2 Notes "Issuers"), Cloud Peak Energy Inc., a Delaware corporation (the "Guarantor"), the Subsidiary Guarantors party hereto and [ ], a [national banking association], as trustee (the "Trustee"). RECITALS OF THE COMPANY, THE CO-ISSUER, THE GUARANTOR AND THE SUBSIDIARY GUARANTORS The Company, the Co-Issuer, the Guarantor and the Class A-3 Notes, Subsidiary Guarantors have duly authorized the “Notes”): GRANTING CLAUSE The Issuer hereby Grants execution and delivery of this Indenture to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee provide for the benefit issuance from time to time of the Holders of Company's or the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivableIssuers' nonconvertible debentures, notes, draftsbonds or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the "Debt Securities"), acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind the guarantee by the Guarantor and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any each of the foregoing (collectivelySubsidiary Guarantors of the Debt Securities, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture provided. The Company, the Co-Issuer, the Guarantor and the other 2018-B Basic DocumentsSubsidiary Guarantors are members of the same consolidated group of companies. The Guarantor and the Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Debt Securities. Accordingly, the Guarantor and to secure compliance with each Subsidiary Guarantor have duly authorized the provisions execution and delivery of this IndentureIndenture to provide for its full, all as unconditional and joint and several guarantee of the Debt Securities to the extent provided in or pursuant to this Indenture. The All things necessary to make this Indenture Trustee, as trustee on behalf a valid agreement of the 2018Company, the Co-B Secured PartiesIssuer, acknowledges such Grant the Guarantor and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection AccountSubsidiary Guarantors, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Documentterms, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accountsbeen done.

SUPPLEMENTAL INDENTURES. 30 Section 9.01. 9.1 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 30 Section 9.02. 9.2 Supplemental Indentures With with Consent of Noteholders 58 Securityholders 31 Section 9.03. 9.3 Effect of Supplemental Indentures 32 Section 9.4 Securities Affected by Supplemental Indentures 32 Section 9.5 Execution of Supplemental Indentures 59 32 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. 9.6 Conformity with Trust Indenture Act 60 32 ARTICLE X SUCCESSOR CORPORATION 32 Section 9.0610.1 Company May Consolidate, Etc. Reference 32 Section 10.2 Successor Substituted 33 Section 10.3 Evidence of Consolidation, Etc 33 ARTICLE XI SATISFACTION AND DISCHARGE 33 Section 11.1 Satisfaction and Discharge of Indenture 33 Section 11.2 Discharge of Obligations 34 Section 11.3 Deposited Moneys to be Held in Notes Trust 34 Section 11.4 Payment of Moneys Held by Paying Agents 34 Section 11.5 Repayment to Supplemental Indentures 60 Company 34 ARTICLE TEN REDEMPTION XII IMMUNITY OF NOTES INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 35 Section 10.01. Redemption 61 12.1 No Recourse 35 ARTICLE XIII MISCELLANEOUS PROVISIONS 35 Section 10.02. Form 13.1 Effect on Successors and Assigns 35 Section 13.2 Actions by Successor 35 Section 13.3 Notices 35 Section 13.4 Notice to Securityholders of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to NoteholdersSecurities; Waiver 66 36 Section 11.06. Conflict with Trust Indenture Act 67 13.5 Governing Law 36 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. 13.6 Effect of Headings and Table of Contents 67 36 Section 11.09. Successors 13.7 Compliance Certificates and Assigns 67 Opinions 37 Section 11.10. Severability 67 13.8 Payments on Business Days 37 Section 11.11. Benefits of 13.9 Conflict with Trust Indenture 67 Act 37 Section 11.12. Legal Holidays 67 13.10 Counterparts 37 Section 11.13. GOVERNING LAW 68 13.11 Separability 37 Section 11.14. 13.12 Assignment 37 Section 13.13 WAIVER OF JURY TRIAL 68 38 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 13.14 FATCA 38 INDENTURE, dated as of November 1[ ] [ ], 2018[ ], is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong AMERANT BANCORP INC., a Delaware statutory trust corporation organized under the laws of the State of Florida (the “IssuerCompany”), and U.S. The Bank National Association, a national banking associationof New York Mellon, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 60 Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 60 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 61 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 62 Section 10.04. Notation on Notes 62 Section 10.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 63 Section 9.0510.06. Conformity with Trust Indenture Act 60 63 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 63 Section 9.0611.01. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01Parent Guarantor May Consolidate, Etc. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. Certain Terms 63 Section 11.02. Form of Documents Delivered Successor Corporation to Indenture Trustee Be Substituted 64 Section 11.03. Acts Officer’s Certificate and Opinion of Noteholders Counsel to Be Given to Trustee 65 Section 11.04. Notices Changes of Control 65 ARTICLE 12 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS 65 Section 11.0512.01. Notices Indenture, Notes and Guarantee Solely Corporate Obligations 65 ARTICLE 13 GUARANTEE OF NOTES 65 Section 13.01. Guarantee 65 Section 13.02. Limitation of the Guarantors’ Liability; Certain Bankruptcy Events 67 Section 13.03. Execution And Delivery 68 ARTICLE 14 OPTIONAL REDEMPTION 68 Section 14.01. Optional Redemption 68 Section 14.02. Notice of Optional Redemption; Selection of Notes 69 Section 14.03. Payment of Notes Called for Redemption 69 Section 14.04. Adjustments in Connection with Change of Control 70 ARTICLE 15 MISCELLANEOUS PROVISIONS 70 Section 15.01. Provisions Binding on Successors 70 Section 15.02. Official Acts by Successor Corporation 70 Section 15.03. Addresses for Notices, Etc 70 Section 15.04. Governing Law; Jurisdiction 72 Section 15.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Noteholders; Waiver 66 Trustee 72 Section 11.0615.06. Legal Holidays 73 Section 15.07. No Security Interest Created 73 Section 15.08. Benefits of Indenture 73 Section 15.09. Table of Contents, Headings, Etc 74 Section 15.10. Authenticating Agent 74 Section 15.11. Execution in Counterparts 75 Section 15.12. Conflict with Trust Indenture Act 67 75 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.1015.13. Severability 67 75 Section 11.1115.14. Benefits Waiver of Indenture 67 Jury Trial 75 Section 11.1215.15. Legal Holidays 67 Force Majeure 75 Section 11.1315.16. GOVERNING LAW 68 Calculations 75 Section 11.1415.17. WAIVER OF JURY TRIAL 68 U.S.A. Patriot Act 76 Section 11.1515.18. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Withholding 76

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 47 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 48 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 48 Section 10.04. Notation on Notes 48 Section 10.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished Trustee 48 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01. Conformity with Trust Company May Consolidate, Etc. on Certain Terms 50 Section 11.02. Successor Corporation to Be Substituted 50 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 51 ARTICLE TEN REDEMPTION 13 CONVERSION OF NOTES Section 10.0113.01. Redemption 61 Conversion Privilege 51 Section 10.0213.02. Form Conversion Procedure; Settlement Upon Conversion 52 Section 13.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 56 Section 13.04. Adjustment of Redemption Notice 61 Conversion Rate 58 Section 10.0313.05. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form Adjustments of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act Prices 67 Section 11.0713.06. Alternate Payment and Notice Provisions Shares to Be Fully Paid 67 Section 11.0813.07. Effect of Headings Recapitalizations, Reclassifications and Table Changes of Contents the Common Stock 67 Section 11.0913.08. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition Certain Covenants 69 Section 11.1913.09. No Recourse Responsibility of Trustee 69 iii TABLE OF CONTENTS (continued) Page Section 11.2013.10. Inspection Notice to Holders Prior to Certain Actions 70 Section 11.2113.11. Subordination Stockholder Rights Plans 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.ARTICLE 14

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Consent, Waiver or Amendment Without the Consent of Noteholders 57 iii Page Securityholders 42 Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Securityholders 43 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Indentures 44 Section 9.04. Securities Affected by Supplemental Indentures 44 Section 9.05. Conformity with Trust Indenture Act 60 45 Section 9.06. Reference in Notes to Execution of Supplemental Indentures 60 45 ARTICLE TEN REDEMPTION OF NOTES X SUCCESSOR CORPORATION Section 10.01. Redemption 61 Company May Consolidate, Etc. 45 Section 10.02. Form of Redemption Notice 61 Successor Corporation Substituted 46 Section 10.03. Notes Payable Evidence of Consolidation, Etc. to Trustee 46 ARTICLE XI SATISFACTION AND DISCHARGE AND DEFEASANCE Section 11.01. Satisfaction and Discharge of Indenture 47 Section 11.02. Defeasance and Covenant Defeasance 47 Section 11.03. Deposited Moneys to be Held in Trust 50 Section 11.04. Payment of Moneys Held by Paying Agents 50 Section 11.05. Repayment to Company 50 Section 11.06. Reinstatement 50 Section 11.07. Other Coin or Currency Units 50 TABLE OF CONTENTS (continued) Page ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. No Recourse 51 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01. Effect on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Successors and Assigns 51 Section 13.02. Actions by Successor 51 Section 13.03. Notices 52 Section 13.04. Governing Law 53 Section 13.05. Treatment of Securities as Debt 53 Section 13.06. Compliance Certificates and Opinions, etc. 63 Opinions 53 Section 11.0213.07. Form of Documents Delivered to Indenture Trustee 64 53 Section 11.0313.08. Acts of Noteholders 65 Payments on Business Days 54 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.0613.09. Conflict with Trust Indenture Act 67 54 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0813.10. Effect of Headings and Table of Contents 67 54 Section 11.0913.11. Successors and Assigns 67 Counterparts 55 Section 11.1013.12. Severability 67 Separability 55 Section 11.1113.13. Benefits of Indenture 67 Assignment 55 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.1413.14. WAIVER OF JURY BY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 55 INDENTURE, dated as of November 1, 20182013, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong International Flavors & Fragrances Inc., a Delaware statutory trust New York corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.0131 SECTION 8.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 9.02Holders 31 SECTION 8.02. Supplemental Indentures With Consent of Noteholders 58 Section 9.03Holders 31 SECTION 8.03. Execution of Supplemental Indentures 59 Section 9.0432 SECTION 8.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06Indentures 32 SECTION 8.05. Reference in Notes to Supplemental Indentures 60 32 SECTION 8.06. Notice of Supplemental Indentures 32 ARTICLE TEN IX. COVENANTS 33 SECTION 9.01. Payment of Principal, Premium, if Any, and Interest 33 SECTION 9.02. Maintenance of Office or Agency 33 SECTION 9.03. Money for Note Payments to Be Held in Trust 33 SECTION 9.04. Reserved 34 SECTION 9.05. Reports 34 SECTION 9.06. Reserved 35 SECTION 9.07. Purchase of Notes Upon a Change of Control Repurchase Event 35 SECTION 9.08. Limitation on Liens 37 SECTION 9.09. Merger and Consolidation 38 ARTICLE X. REDEMPTION OF NOTES Section 38 SECTION 10.01. Right of Redemption 61 Section 38 SECTION 10.02. Form Applicability of Article 38 SECTION 10.03. Election to Redeem; Notice to Trustee 38 SECTION 10.04. Selection by Trustee of Notes to Be Redeemed 39 SECTION 10.05. Notice of Redemption Notice 61 Section 10.0339 SECTION 10.06. Deposit of Redemption Price 40 SECTION 10.07. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.0140 SECTION 10.08. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08Notes Redeemed in Part 40 SECTION 10.09. Effect of Headings and Table Notice of Contents 67 Section 11.09Redemption 41 SECTION 10.10. Successors and Assigns 67 Section 11.10Conditional Redemptions or Offers to Purchase 41 ARTICLE XI. Severability 67 Section 11.11DEFEASANCE AND COVENANT DEFEASANCE 41 SECTION 11.01. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) Option to Effect Defeasance or Covenant Defeasance 41 SECTION 11.02. Defeasance and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants Discharge 41 SECTION 11.03. Covenant Defeasance 42 SECTION 11.04. Conditions to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any Defeasance or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Covenant Defeasance 42

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 61 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 63 Section 9.03. 14.03 Trustee Protected 65 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 65 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 65 Section 9.05. 14.06 Conformity with TIA 65 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 66 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 66 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 67 Section 15.04 Payments on Securities Permitted 68 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 68 Section 15.06 Notices to Trustee 68 Section 15.07 Trustee as Holder of Senior Indebtedness 69 Section 15.08 Modifications of Terms of Senior Indebtedness 69 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 69 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 70 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 70 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 70 Section 16.02 Trust Indenture Act 60 Controls 71 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Company and Trustee 71 Section 16.04 Notices to Securityholders; Waiver 66 72 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 72 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 72 Section 11.09. Successors 16.07 Successor and Assigns 67 72 Exhibit 4.7.1 Section 11.10. Severability 67 16.08 Separability Clause 73 Section 11.11. 16.09 Benefits of Indenture 67 73 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 73 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law, Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 73 INDENTURE dated as of November 1December 01, 20182009, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong HealthSouth Corporation, a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. The Bank National Association, a national banking associationof Nova Scotia Trust Company of New York, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0111.01. Supplemental Indentures Without Not Requiring Consent of Noteholders 57 iii Page Debenture Holders 52 Section 9.0211.02. Supplemental Indentures With Requiring Consent of Noteholders 58 Debenture Holders 53 Section 9.0311.03. Effect of Supplemental Indentures 54 Section 11.04. Execution of Supplemental Indentures 59 Indenture 54 ARTICLE XII MISCELLANEOUS Section 9.0412.01. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and OpinionsConsents, etc. 63 of Debenture Holders 54 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.0412.02. Notices 65 55 Section 11.0512.03. Notices Limitation of Rights 55 Section 12.04. Severability 56 Section 12.05. Consent to NoteholdersJurisdiction; Waiver 66 Applicable Provisions of Law; Forum Selection 56 Section 11.0612.06. Conflict with Trust Indenture Act 67 Counterparts 56 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.0912.07. Successors and Assigns 67 57 Section 11.1012.08. Severability 67 Captions 57 Section 11.1112.09. Benefits Photocopies and Reproductions 57 Section 12.10. Debentures Owned by Issuer 57 Section 12.11. Effectiveness of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS 57 Signatures and Seals Acknowledgments Exhibit A– A - Form of Notes Debenture A-1 Exhibit B– B - Form of Repurchase Request Investor Letter B-1 Exhibit C– Perfection Representations, Warranties and Covenants B-1 - Form of Accredited Investor Questionnaire B-5 Exhibit C - Trustee’s Fee Schedule C-1 This INDENTUREExhibit D - Issuer’s Written Request X-0 XXXXX XXXXXXXXX THIS TRUST INDENTURE (“Indenture”), dated as of November March 1, 20182005, is by and between MERCEDES-BENZ AUTO LEASE TRUST 2018-BPure Energy Group Inc. (“Corporation”), a Delaware statutory trust Texas corporation, its operating subsidiary, Pure Gas Partners II, L.P. (“Partnership”), a Texas limited partnership, each existing by virtue of the laws of the State of Texas, as party of the first part (collectively, Corporation and Partnership are referred to as “Issuer”); and First Security Bank, and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity but solely as trustee under this Indenture between Issuer and First Security Bank (the “Indenture Trustee”). Each party agrees as follows for the benefit , a banking corporation organized under and existing by virtue of the other party and for the equal and ratable benefit laws of the Holders State of Arkansas and the United States of America, as party of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accountssecond part.

SUPPLEMENTAL INDENTURES. Section 9.0111.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 44 Section 9.0211.02. Supplemental Indentures With Consent of Noteholders 58 45 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0411.03. Effect of Supplemental Indentures 46 Section 11.04. Notation on Notes 46 Section 11.05. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 46 ARTICLE XII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE TABLE OF CONTENTS (continued) Page Section 9.0512.01. Conformity Company May Consolidate, Etc. on Certain Terms 47 Section 12.02. Successor Corporation to Be Substituted 47 Section 12.03. Opinion of Counsel to Be Given to Trustee 48 ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture and Notes Solely Corporate Obligations 48 ARTICLE XIV [INTENTIONALLY OMITTED] ARTICLE XV CONVERSION OF NOTES Section 15.01. Conversion Privilege 49 Section 15.02. Conversion Procedure 51 Section 15.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 55 Section 15.04. Adjustment of Conversion Rate 57 Section 15.05. Shares to Be Fully Paid 68 Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale 68 Section 15.07. Certain Covenants 71 Section 15.08. Responsibility of Trustee 71 Section 15.09. Notice to Noteholders Prior to Certain Actions 72 Section 15.10. Stockholder Rights Plans 73 Section 15.11. Exchange in Lieu of Conversion 73 ARTICLE XVI REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 16.01. [Reserved] 74 Section 16.02. [Reserved] 74 Section 16.03. [Reserved] 74 Section 16.04. Repurchase at Option of Noteholders upon a Fundamental Change 74 Section 16.05. Withdrawal of Fundamental Change Repurchase Notice 77 Section 16.06. Deposit of Fundamental Change Repurchase Price 77 ARTICLE XVII MISCELLANEOUS PROVISIONS TABLE OF CONTENTS (continued) Page Section 17.01. Provisions Binding on Company’s Successors 78 Section 17.02. Official Acts by Successor Corporation 78 Section 17.03. Addresses for Notices, Etc 78 Section 17.04. Governing Law 79 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 79 Section 17.06. Legal Holidays 80 Section 17.07. No Security Interest Created 80 Section 17.08. Trust Indenture Act 60 80 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.1117.09. Benefits of Indenture 67 80 Section 11.1217.10. Legal Holidays 67 Table of Contents, Headings, Etc 80 Section 11.1317.11. GOVERNING LAW 68 Authenticating Agent 80 Section 11.1417.12. WAIVER OF JURY TRIAL 68 Execution in Counterparts 82 Section 11.1517.13. Counterparts 68 Severability 82 Section 11.1617.14. Recording Waiver of Indenture 68 Jury Trial 82 Section 11.1717.15. Issuer Obligation 68 Force Majeure 82 Section 11.1817.16. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not Calculations in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit Respect of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.82

SUPPLEMENTAL INDENTURES. Section 9.011001. Supplemental Indentures Not Creating a New Series Without Consent of Noteholders 57 iii Page 55 Section 9.021002. Supplemental Indentures With Not Creating a New Series with Consent of Noteholders 58 56 Section 9.031003. Execution of Supplemental Indentures 59 57 Section 9.041004. Effect of Supplemental Indenture 60 Indentures 57 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.061005. Reference in Notes to Supplemental Indentures 57 Section 1006. Issuance of Series of Notes 57 ARTICLE XI NOTEHOLDERS LISTS Section 1101. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders 59 Section 1102. Preservation of Information; Communications to Noteholders 59 ARTICLE XII EARLY AMORTIZATION EVENTS Section 1201. Early Amortization Events 59 Section 1202. Remedies 60 ARTICLE TEN REDEMPTION OF NOTES XIII MISCELLANEOUS PROVISIONS Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.011301. Compliance Certificates and Opinions, etc. 63 Opinions 60 Section 11.021302. Form of Documents Delivered to Indenture Trustee 64 61 Section 11.031303. Acts of Noteholders 65 61 Section 11.041304. Inspection 61 Section 1305. Limitation of Right 62 Section 1306. Severability 62 Section 1307. Notices 65 62 Section 11.051308. Notices Consent to Noteholders; Waiver 66 Jurisdiction 64 Section 11.061309. Conflict with Trust Indenture Act 67 Captions 64 Section 11.071310. Alternate Payment and Notice Provisions 67 Governing Law 64 Section 11.081311. Effect of Headings and Table of Contents 67 No Petition 64 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.141312. WAIVER OF JURY TRIAL 68 64 Section 11.151313. Waiver of Immunity 65 Section 1314. Judgment Currency 65 Section 1315. Hedge Counterparty 65 Table of Contents (continued) Page Section 1316. Consents and Approvals 66 Section 1317. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– 66 Schedule I Maximum Concentrations for Lessees EXHIBIT A - Form of Notes A-1 Exhibit B– Non-Recourse Release EXHIBIT B - Investment Letter EXHIBIT C - Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 Control Agreement EXHIBIT D - Depreciation Methods by Type of Managed Container EXHIBIT E - Form of Asset Base Certificate EXHIBIT F Interest Rate Hedge Agreement Policy APPENDIX A - Master Index of Defined Terms This INDENTUREIndenture, dated as of November 1March 27, 20182008 (as amended, is modified or supplemented from time to time as permitted hereby, this “Indenture”), between MERCEDES-BENZ AUTO LEASE TRUST 2018-BTAL ADVANTAGE II LLC, a limited liability company organized under the laws of Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity the Indenture Trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party party, the Noteholders, each Series Enhancer, if any, and for each Eligible Hedge Counterparty. GRANTING CLAUSE To secure the equal payment of all Outstanding Obligations and ratable benefit the performance of the Holders all of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) covenants and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notesagreements in this Indenture and all other Transaction Documents, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Indenture Trustee on the 2018-B Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, without recourseeach Series Enhancer, if any, and each Hedge Counterparty, a security interest in and to all of the Issuer’s right, title and interest in in, to and to under the following, whether now existing or hereafter created or acquired: (i) the Managed Containers (including any and all rights (but none of the obligationssubstitutions therefor acquired from time to time) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Noteand other Transferred Assets, (ii) the Trust Account, the Restricted Cash Account, any Series Account and all rights amounts and Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and all other instruments, assets or amounts credited to any of the Issuer foregoing or otherwise on deposit from time to time in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accountsforegoing, (iii) the Contribution and Sale Agreement, all rights of Hedge Agreements, the Issuer under Management Agreement and the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Intercreditor Agreement, (iv) the rights all other assets and properties of the Issuer as third-party beneficiary of the Basic Servicing AgreementIssuer, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and whether now existing or hereafter acquired, (v) all present income, payments and future claims, demands, causes of action and choses in action in respect of any or all proceeds of the foregoing and all payments on or under other assets granted, assigned, conveyed, mortgaged, pledged, hypothecated and all proceeds of every kind transferred to the Indenture Trustee pursuant to this clause, and nature whatsoever in respect of any or (vi) all of the foregoingfollowing, including all proceeds of the conversion thereof, voluntary whether now existing or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.hereafter acquired:

SUPPLEMENTAL INDENTURES. Section 9.01. 9.01 Purposes for Which Supplemental Indentures Indenture May Be Entered into Without Consent of Noteholders 57 iii Page Holders 60 Section 9.02. Supplemental Indentures With 9.02 Modification of Indenture with Consent of Noteholders 58 Holders of Debt Securities 62 Section 9.03. Execution 9.03 Effect of Supplemental Indentures 59 63 Section 9.04. Effect 9.04 Debt Securities May Bear Notation of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Changes by Supplemental Indentures 60 64 ARTICLE TEN REDEMPTION OF NOTES X CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 10.01. Redemption 61 Section 10.02. Form 10.01 Consolidations and Mergers of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates the Company and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee the Parent Guarantor 64 Section 11.03. Acts 10.02 Rights and Duties of Noteholders Successor Company 64 ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS Section 11.01 Applicability of Article 65 Section 11.04. Notices 11.02 Satisfaction and Discharge of Indenture; Defeasance 65 Section 11.05. Notices to Noteholders; Waiver 11.03 Conditions of Defeasance 66 Section 11.06. Conflict with 11.04 Application of Trust Indenture Act 67 Money 8 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 11.05 Repayment to Company 68 Section 11.14. WAIVER OF JURY TRIAL 11.06 Indemnity for U.S. Government Obligations 68 Section 11.15. Counterparts 11.07 Reinstatement 68 ARTICLE XII SUBORDINATION OF DEBT SECURITIES AND GUARANTEE Section 12.01 Applicability of Article; Agreement to Subordinate 68 Section 11.16. Recording of Indenture 12.02 Liquidation, Dissolution, Bankruptcy 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 12.03 Default on Senior Indebtedness 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 12.04 Acceleration of Payment of Debt Securities 70 Section 11.21. Subordination 12.05 When Distribution Must Be Paid Over 70 Section 11.22. Termination of Collateral Agent’s Lien 71 12.06 Subrogation 70 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.12.07 Relative Rights 70

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 52 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 53 Section 9.03. Execution of Supplemental Indentures 59 54 Section 9.04. Effect of Supplemental Indenture 60 Indentures 54 Section 9.05. Conformity with With Trust Indenture Act 60 55 Section 9.06. Reference in Notes to Supplemental Indentures 60 55 Section 9.07. Amendments to Governing Documents 55 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 55 Section 10.02. Form of Redemption Notice 61 56 Section 10.03. Notes Payable on Optional Redemption Date 62 56 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 57 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 58 Section 11.03. Acts of Noteholders 65 59 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Issuing Entity 60 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 61 Section 11.06. Rules by Indenture Trustee 61 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 62 Section 11.08. Effect of Headings and Table of Contents 67 62 Section 11.09. Successors and Assigns 67 62 Section 11.10. Severability 67 Separability 62 Section 11.11. Benefits of Indenture 67 62 Section 11.12. Legal Holidays 67 62 Section 11.13. GOVERNING LAW 68 Governing Law 62 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 62 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 63 Section 11.16. Issuing Entity Obligation 63 Section 11.17. Issuer Obligation 68 No Petition 63 Section 11.18. No Petition 69 Inspection 64 Section 11.19. No Recourse 69 Usury 64 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Hedge Providers 64 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Schedule 3 Cap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDESNote CROSS-BENZ AUTO LEASE TRUST 2018REFERENCE TABLE Cross-B, a Delaware statutory trust (reference sheet showing the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not location in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit provisions inserted pursuant to Sections 310 through 318(a) inclusive of the Holders Trust Indenture Act of the Issuer’s 2.71642% Class A-1 Asset Backed Notes 1939.1 Trust Indenture Act of 1939 Indenture Section Section 310 (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes a) (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes 1) 6.07 (the “Class A-3 Notes”a) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to 2) 6.08 (ia) all rights (but none of the obligations3) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, 6.13 (iia) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, 4) Not Applicable (iiia) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv5) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and 6.07 (vb) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.6.07

SUPPLEMENTAL INDENTURES. Section 9.01. 11.01 Supplemental Indentures Without without Consent of Noteholders 57 iii Page Holders 56 Section 9.02. 11.02 Supplemental Indentures With with Consent of Noteholders Holders 58 Section 9.03. 11.03 Execution of Supplemental Indentures 59 Section 9.04. 11.04 Notice of Supplemental Indenture 59 Section 11.05 Effect of Supplemental Indenture 60 Indentures 59 Section 9.05. 11.06 Conformity with Trust Indenture Act 60 59 Section 9.06. 11.07 Reference in Notes Securities to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES TWELVE COVENANTS Section 10.0112.01 Payment of Principal, Premium and Interest 60 Section 12.02 Maintenance of Office or Agency 60 Section 12.03 Money for Securities Payments to Be Held in Trust. Redemption 61 Section 10.02. Form 12.04 Payment of Redemption Notice 61 Taxes and Other Claims 62 Section 10.03. Notes Payable 12.05 Statement as to Compliance 62 Section 12.06 Corporate Existence 62 Section 12.07 Restrictions on Redemption Date the Creation of Mortgages and Liens 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form 12.08 Permit No Vacancy in Office of Documents Delivered to Indenture Trustee 64 Section 11.03. 12.09 Other Instruments and Acts of Noteholders 65 64 Section 11.04. Notices 65 Section 11.05. Notices 12.10 Waiver 64 Appendix A Provisions Relating to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment Initial Securities and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Securities A-1 Appendix B Form of Notes A-1 Exhibit B– Certificate of Transfer B-1 Appendix C Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants Free Transferability Certificate C-1 This INDENTURE, dated as of November 1December 2, 20182021, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BAMERICAN EXPRESS COMPANY, a Delaware statutory trust New York corporation, having its principal office at 200 Xxxxx Xxxxxx, New York, New York 10285 (the “IssuerCompany”), and U.S. The Bank National Associationof New York Mellon, a national New York banking associationcorporation, having its corporate trust office at 200 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as trustee and not in its individual capacity hereunder (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 7.01. Amendments or Supplements Without Consent of Holders 38 Section 7.02. Amendments, Supplements or Waivers With Consent of Holders 39 Section 7.03. Notice of Amendment or Supplement 39 ARTICLE VIII INAPPLICABLE PROVISIONS OF THE ORIGINAL INDENTURE Section 8.01. Redemption 40 Section 8.02. Legend 40 Section 8.03. Legal Defeasance and Covenant Defeasance 40 Section 8.04. Subordination 40 Section 8.05. Securities in a Foreign Currency 40 Section 8.06. Sinking Funds 40 Section 8.07. When Company May Merge 40 ARTICLE IX MISCELLANEOUS Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Governing Law 40 Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Payments on Business Days 41 Section 9.03. Execution of Supplemental Indentures 59 No Security Interest Created 41 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 41 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.119.05. Benefits of Indenture 67 41 Page Section 11.129.06. Legal Holidays 67 Calculations 41 Section 11.139.07. GOVERNING LAW 68 Table of Contents, Headings, Etc 41 Section 11.149.08. WAIVER OF JURY TRIAL 68 Execution in Counterparts 42 Section 11.159.09. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Severability 42 EXHIBITS Exhibit A– A Form of Notes Note A-1 Exhibit B– B Form of Repurchase Request Notice of Conversion B-1 Exhibit C– Perfection Representations, Warranties C Form of Fundamental Change Purchase Notice C-1 Exhibit D Form of Assignment and Covenants C-1 This Transfer D-1 SUPPLEMENTAL INDENTURE, dated as of November 1June 14, 20182011, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BBrookdale Senior Living Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National AssociationAmerican Stock Transfer & Trust Company, a national banking associationLLC, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees ) under the Indenture dated as follows for of June 14, 2011, between the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes Company and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants Trustee (as amended or supplemented from time to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuingthereof, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account“Original Indenture”). It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.RECITALS OF THE COMPANY

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Not Requiring Consent of Noteholders 57 iii Page Owners 36 Section 9.02. Supplemental Indentures With Requiring Consent of Noteholders 58 Owners 37 Section 9.03. Conditions to Effectiveness of Supplemental Indentures 38 Section 9.04. Consent of the Concessionaire 38 Section 9.05. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 by Trustee 39 ARTICLE TEN REDEMPTION X AMENDMENT OF NOTES AND CERTAIN ACTIONS UNDER SERIES 2014 LOAN AGREEMENT, OTHER FUNDING DOCUMENTS AND MSA Section 10.01. Redemption 61 Amendments to Series 2014 Loan Agreement Not Requiring Consent of Owners 39 Section 10.02. Form Amendments to Series 2014 Loan Agreement Requiring Consent of Redemption Notice 61 Owners 39 Section 10.03. Notes Payable on Redemption Date 62 Consent of Owners Required Pursuant to Concession Agreement 40 Section 10.04. Conditions to Effectiveness of Amendments to Series 2014 Loan Agreement 40 Section 10.05. Actions of Trustee Requiring Owner Consent 41 ARTICLE ELEVEN MISCELLANEOUS Section11.01XI DEFEASANCE Section 11.01. Compliance Certificates and Opinions, etc. 63 Discharge of Indenture 42 Section 11.02. Form Defeasance of Documents Delivered to Indenture Trustee 64 Senior Bonds 42 Section 11.03. Acts Opinion of Noteholders 65 Bond Counsel 43 Section 11.04. Defeasance of Less than all Senior Bonds of a Particular Series or Maturity 43 ARTICLE XII MISCELLANEOUS Section 12.01. Authorization by the Issuer 43 Section 12.02. Further Assurances and Corrective Instruments 43 Section 12.03. Additional Documents 44 Section 12.04. Evidence of Signature of Owners and Ownership of Senior Bonds 44 Section 12.05. Table of Contents, Titles and Headings 44 Section 12.06. Compliance with Applicable Law 44 Section 12.07. Binding Effect 45 Section 12.08. The Issuer and Trustee Representatives 45 Section 12.09. Manner of Giving Notices 65 45 Table of Contents (continued) Page Section 11.0512.10. Events Occurring on Days that are not Business Days 46 Section 12.11. Severability 47 Section 12.12. Applicable Law 47 Section 12.13. Colorado Governmental Immunity Act and Federal Torts Claims Act 47 Section 12.14. Employee Financial Interest 47 Section 12.15. Authorization of Officers and Employees 47 Section 12.16. No Individual Liability 47 Section 12.17. Parties Interested 48 Section 12.18. Notices to NoteholdersRating Agencies 48 Section 12.19. Amendment and Restatement 48 Section 12.20. Execution in Counterparts; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Electronic Signatures 48 EXHIBIT A GLOSSARY OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This TERMS EXHIBIT B FORM OF SERIES 2014 BOND AMENDED AND RESTATED TRUST INDENTURE THIS AMENDED AND RESTATED TRUST INDENTURE, dated as of November 1[•], 20182020 (this “Indenture”), is entered into by and between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bthe COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a Delaware statutory trust government-owned business within the Colorado Department of Transportation and a division of the Colorado Department of Transportation (the “Issuer”), and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationassociation organized and existing under the laws of the United States of America, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. SECTION 9.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Section 9.02. 60 SECTION 9.02 Supplemental Indentures With Consent of Noteholders 58 Section 9.03. Execution 61 SECTION 9.03 Effect of Supplemental Indentures 59 Section 9.04. Effect 62 SECTION 9.04 Notation on Notes 62 SECTION 9.05 Evidence of Compliance of Supplemental Indenture 60 Section 9.05to Be Furnished to Trustee 62 ARTICLE X CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE SECTION 10.01 Company May Consolidate, Etc. Conformity with Trust on Certain Terms 63 SECTION 10.02 Successor Corporation to Be Substituted 63 SECTION 10.03 Opinion of Counsel to Be Given to Trustee 64 ARTICLE XI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 11.01 Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 64 ARTICLE TEN REDEMPTION XII CONVERSION OF NOTES Section 10.01SECTION 12.01 Conversion Privilege and Consideration 64 SECTION 12.02 Conversion Procedure 67 SECTION 12.03 Settlement Upon Conversion. Redemption 61 Section 10.02. Form 69 SECTION 12.04 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 71 SECTION 12.05 Adjustment of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered Conversion Rate 73 SECTION 12.06 Shares to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Be Fully Paid 82 SECTION 12.07 Effect of Headings and Table Reclassification, Consolidation, Merger or Sale 82 SECTION 12.08 Certain Covenants 85 SECTION 12.09 Responsibility of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants Trustee 85 SECTION 12.10 Notice to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and Noteholders Prior to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Certain Actions 86 SECTION 12.11 Stockholder Rights Plans 87 ARTICLE XIII

SUPPLEMENTAL INDENTURES. Section 9.016.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 13 Section 9.026.02. Supplemental Indentures With Consent of Noteholders 58 Holders 13 Section 6.03. Notice to Holders of Supplemental Indentures 14 Section 6.04. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee 14 ARTICLE VII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 7.01. Applicability of Article 5 of the Original Indenture 14 Section 7.02. Company May Consolidate, etc. on Certain Terms 14 Section 7.03. Successor Company to be Substituted 15 Section 7.04. Opinion of Counsel to be Given to Trustee 15 ARTICLE VIII OPTIONAL REDEMPTION Section 8.01. Applicability of Article 3 of the Original Indenture 15 Section 8.02. Right to Redeem; Notices to Trustee 15 Section 8.03. Notice of Optional Redemption; Selection of Notes 15 Section 8.04. Payment of Notes Called for Redemption 16 Section 8.05. Restrictions on Redemption 17 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Governing Law 17 Section 9.02. No Security Interest Created 17 Section 9.03. Execution of Supplemental Indentures 59 Notices 17 Section 9.04. Effect Benefits of Supplemental Indenture 60 17 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 18 Section 11.099.06. Successors and Assigns 67 Supplemental Indenture May be Executed in Counterparts 18 Section 11.109.07. Severability 67 18 Section 11.119.08. Benefits Ratification of Original Indenture 67 18 Section 11.129.09. Legal Holidays 67 Calculations 18 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.189.10. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Personal Liability 18 SECOND SUPPLEMENTAL INDENTURE, dated as of November 1May 13, 20182014 (this “Supplemental Indenture”), is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BRadian Group Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking associationassociation organized under the laws of the United States, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees , supplementing the Senior Indenture, dated as follows for of March 4, 2013, between the benefit of Company and the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes Trustee (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 NotesOriginal Indenture” and, together with the Class A-1 Notesas amended and supplemented by this Supplemental Indenture, the Class A-2 Notes and the Class A-3 Notesas it may be further amended or supplemented from time to time, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B CollateralIndenture”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0111.01. Supplemental Indentures Without without Consent of Noteholders 57 iii Page Holders 55 Section 9.0211.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 57 Section 9.0311.03. Execution of Supplemental Indentures 59 58 Section 9.0411.04. Notice of Supplemental Indenture 58 Section 11.05. Effect of Supplemental Indenture 60 Indentures 58 Section 9.0511.06. Conformity with Trust Indenture Act 60 58 Section 9.0611.07. Reference in Notes Securities to Supplemental Indentures 58 ARTICLE TWELVE COVENANTS Section 12.01. Payment of Principal, Premium and Interest 59 Section 12.02. Maintenance of Office or Agency 59 Section 12.03. Money for Securities Payments to Be Held in Trust 59 Section 12.04. Payment of Taxes and Other Claims 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.0112.05. Redemption Books of Account 61 Section 10.0212.06. Form of Redemption Notice Financial Statements and Statement as to Compliance 61 Section 10.0312.07. Notes Payable Corporate Existence 61 Section 12.08. Transactions with Affiliates 62 Section 12.09. Maintenance of Net Worth 62 Section 12.10. Restrictions on Redemption Date the Creation of Mortgages and Liens 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Section 12.11. Compliance Certificates and Opinions, etc. Ownership of Capital Stock of the Company 63 Section 11.0212.12. Form Permit No Vacancy in Office of Documents Delivered to Indenture Trustee 63 Section 12.13. Other Instruments and Acts 63 Section 12.14. Waiver 63 Section 12.15. Release from Certain Covenants 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This v INDENTURE, dated as of November 1June 9, 20182006, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BAMERICAN EXPRESS CREDIT CORPORATION, a Delaware statutory trust corporation, having its principal office at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 (the “IssuerCompany”), and U.S. Bank National AssociationTHE BANK OF NEW YORK, a national New York banking associationcorporation having its principal office at 000 Xxxxxxx Xxxxxx, New York, New York 10286, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.018.01. Supplemental Indentures Without Not Requiring Consent of Noteholders 57 iii Page Owners 32 Section 9.028.02. Supplemental Indentures With Requiring Consent of Noteholders 58 Owners 33 Section 9.038.03. Execution of Supplemental Indentures 59 Indenture 34 Section 8.04. Amendments of the Lease or the Site Lease Not Requiring Consent of Owners 34 Section 8.05. Amendments of the Lease or the Site Lease Requiring Consent of Owners 35 Section 8.06. Execution of Amendments to the Lease or the Site Lease 35 ARTICLE IX MISCELLANEOUS Section 9.01. Discharge of Indenture 35 Section 9.02. Reserved 37 Section 9.03. Reserved 37 Section 9.04. Effect of Supplemental Indenture 60 Notices to Rating Agencies 37 Section 9.05. Conformity with Trust Indenture Act 60 Further Assurances and Corrective Instruments 37 Section 9.06. Reference in Notes Financial Obligations of Trustee Limited to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Trust Estate 37 Section 10.019.07. Redemption 61 Evidence of Signature of Owners and Ownership of Certificates 37 Section 10.029.08. Form Parties Interested Herein 38 Section 9.09. Trustee Representative 38 Section 9.10. Titles, Headings, Etc 38 Section 9.11. Manner of Redemption Notice 61 Giving Notices 38 Section 10.039.12. Notes Payable No Individual Liability 38 Section 9.13. Events Occurring on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Days That Are Not Business Days 39 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.109.14. Severability 67 39 Section 11.119.15. Benefits of Indenture 67 Applicable Law 39 Section 11.129.16. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Electronic Storage 39 APPENDIX A FORM OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURESERIES 2017 CERTIFICATE APPENDIX B DESCRIPTION OF THE SITE LEASED PROPERTY APPENDIX C FORM OF REQUISITION INDENTURE OF TRUST THIS INDENTURE OF TRUST (this “Indenture”), dated as of November 1April , 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”)2017, and U.S. Bank National Associationis entered into by UMB BANK, N.A., a national banking associationassociation duly organized and validly existing under the laws of the United States, solely in its capacity as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows ) hereunder for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes Owners (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligationsdefined herein) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, Certificates (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expensesdefined herein), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.,

SUPPLEMENTAL INDENTURES. Section 9.0110.01 . Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 56 Section 9.0210.02 . Supplemental Indentures With with Consent of Noteholders 58 Holders 57 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03 . Effect of Supplemental Indentures 58 Section 10.04 . Notation on Notes 59 Section 10.05 . Evidence of Compliance of Supplemental Indenture 60 to Be Furnished Trustee 59 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01 . Conformity with Trust Indenture Act 60 Company May Consolidate, Etc. on Certain Terms 59 Section 9.0611.02 . Reference in Notes Successor Corporation to Supplemental Indentures Be Substituted 60 ARTICLE TEN REDEMPTION 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01 . Indenture and Notes Solely Corporate Obligations 61 ARTICLE 13 [INTENTIONALLY OMITTED] ARTICLE 14 CONVERSION OF NOTES Section 10.0114.01 . Redemption Conversion Privilege 61 Section 10.0214.02 . Form Conversion Procedure; Settlement Upon Conversion. 65 Section 14.03 . Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption Notice 61 69 Section 10.0314.04 . Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Adjustment of Conversion Rate 71 Section 14.05 . Compliance Certificates and Opinions, etcAdjustments of Prices 81 Section 14.06 . 63 Shares to Be Fully Paid 81 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0814.07 . Effect of Headings Recapitalizations, Reclassifications and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit Changes of the other party and for the equal and ratable benefit Common Stock. 81 Section 14.08 . Certain Covenants 84 Section 14.09 . Responsibility of the Trustee 84 Section 14.10 . Notice to Holders Prior to Certain Actions 85 Section 14.11 . Stockholder Rights Plans 85 Section 14.12 . Exchange in Lieu of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit Conversion. 85 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01 . [Intentionally Omitted]. 86 Section 15.02 . Repurchase at Option of the Holders Upon a Fundamental Change 86 Section 15.03 . Withdrawal of the Notes, without recourse, all Fundamental Change Repurchase Notice 90 Section 15.04 . Deposit of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Fundamental Change Repurchase Price 90

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 54 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 55 Section 9.03. Execution of Supplemental Indentures 59 56 Section 9.04. Effect of Supplemental Indenture 60 Indentures 57 Section 9.05. Conformity with With Trust Indenture Act 60 57 Section 9.06. Reference in Notes to Supplemental Indentures 60 57 Section 9.07. Amendments to Governing Documents 57 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 58 Section 10.02. Form of Redemption Notice 61 58 Section 10.03. Notes Payable on Optional Redemption Date 62 59 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 59 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 61 Section 11.03. Acts of Noteholders 65 62 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Trust 62 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 63 Section 11.06. Rules by Indenture Trustee 64 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 64 Section 11.08. Effect of Headings and Table of Contents 67 64 Section 11.09. Successors and Assigns 67 64 Section 11.10. Severability 67 Separability 64 Section 11.11. Benefits of Indenture 67 64 Section 11.12. Legal Holidays 67 64 Section 11.13. GOVERNING LAW 68 Governing Law 65 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 65 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 65 Section 11.16. Issuing Entity Obligation 65 Section 11.17. Issuer Obligation 68 No Petition 66 Section 11.18. No Petition 69 Inspection 66 Section 11.19. No Recourse 69 Usury 66 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Swap Provider 67 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDESNote CROSS-BENZ AUTO LEASE TRUST 2018REFERENCE TABLE Cross-B, a Delaware statutory trust (reference sheet showing the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not location in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit provisions inserted pursuant to Sections 310 through 318(a) inclusive of the Holders Trust Indenture Act of the Issuer’s 2.71642% Class A-1 Asset Backed Notes 1939.1 Trust Indenture Act of 1939 Indenture Section Section 310 (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes a) (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes 1) 6.07 (the “Class A-3 Notes”a) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to 2) 6.08 (ia) all rights (but none of the obligations3) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, 6.13 (iia) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, 4) Not Applicable (iiia) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv5) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and 6.07 (vb) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.6.07

SUPPLEMENTAL INDENTURES. 38 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 38 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 39 Section 9.03. 9.03 Effect of Supplemental Indentures 40 Section 9.04 Securities Affected by Supplemental Indentures 40 Section 9.05 Execution of Supplemental Indentures 59 40 Article 10. SUCCESSOR ENTITY 41 Section 9.0410.01 Company May Consolidate, Etc. 41 Section 10.02 Successor Entity Substituted 41 Article 11. SATISFACTION AND DISCHARGE 42 Section 11.01 Satisfaction and Discharge of Indenture 42 Section 11.02 Discharge of Obligations 42 Section 11.03 Deposited Moneys to be Held in Trust 43 Section 11.04 Payment of Moneys Held by Paying Agents 43 Section 11.05 Repayment to Company 43 Article 12. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 43 Section 12.01 No Recourse 43 Article 13. MISCELLANEOUS PROVISIONS 44 Section 13.01 Effect on Successors and Assigns 44 Section 13.02 Actions by Successor 44 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 44 Section 9.05. Conformity with Trust Indenture Act 60 13.04 Notices 44 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law 45 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 45 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 45 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 45 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 46 Section 11.0713.10 Counterparts 46 Section 13.11 Separability 46 Section 13.12 Compliance Certificates 46 Article 14. Alternate Payment and Notice Provisions 67 SUBORDINATION OF SECURITIES 46 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. 14.01 Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Terms 46 INDENTURE INDENTURE, dated as of November 1[_], 201820[__], is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong HERITAGE INSURANCE HOLDINGS, INC., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[TRUSTEE], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 43 Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 43 Section 9.0210.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 44 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indentures 45 Section 10.04. Notation on Notes 45 Section 10.05. Trustee to Sign Amendments 45 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 46 Section 11.01. Company and REIT May Consolidate, Merge, etc., on Certain Terms 46 Section 11.02. Successor Entity to Be Substituted 46 Section 11.03. Opinion of Counsel to Be Given to Trustee 47 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 47 Section 12.01. Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 47 ARTICLE TEN REDEMPTION 13 [RESERVED] 47 ARTICLE 14 EXCHANGE OF NOTES 47 Section 10.0114.01. Redemption 61 Right to Exchange 47 Section 10.0214.02. Form Exchange Procedure 51 Section 14.03. Settlement Upon Exchange 53 Section 14.04. Adjustment of Exchange Rate 55 Section 14.05. Discretionary and Voluntary Adjustments 63 Section 14.06. Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Notices of Redemption 63 Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Shares 66 Section 14.08. Certain Covenants 68 Section 14.09. Responsibility of Trustee 69 Section 14.10. Stockholder Rights Plan 69 Section 14.11. Deferral of Adjustments 69 Section 14.12. Notice 61 to Holders 70 Section 10.0314.13. Exchange in Lieu of Exchange 71 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS 71 Section 15.01. [Reserved.] 71 Section 15.02. Purchase at Option of Holders Upon a Fundamental Change 71 Section 15.03. Effect of Fundamental Change Purchase Notice 74 Section 15.04. Withdrawal of Fundamental Change Purchase Notice 74 Section 15.05. Deposit of Fundamental Change Purchase Price 74 Section 15.06. Notes Payable Purchased in Whole or in Part 75 Section 15.07. Covenant to Comply with Applicable Laws Upon Purchase of Notes 75 Section 15.08. Repayment to the Company 75 Section 15.09. Purchase by Third Party 76 Section 15.10. Exempted Fundamental Change 76 ARTICLE 16 OPTIONAL REDEMPTION 76 Section 16.01. Optional Redemption 76 Section 16.02. Notice of Optional Redemption; Selection of Notes 77 Section 16.03. Payment of Notes Called for Redemption 78 Section 16.04. Restrictions on Redemption Date 62 79 Section 16.05. No Sinking Fund 79 ARTICLE ELEVEN 17 MISCELLANEOUS Section11.01PROVISIONS 79 Section 17.01. Compliance Certificates Provisions Binding on the Company’s and Opinionsthe REIT’s Successors 79 Section 17.02. Official Acts by Successor Entity 79 Section 17.03. Addresses for Notices, Demands, etc. 63 79 Section 11.0217.04. Form Governing Law; Jurisdiction 80 Section 17.05. Evidence of Documents Delivered Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Indenture Trustee 64 81 Section 11.0317.06. Acts of Noteholders 65 Legal Holidays 82 Section 11.0417.07. Notices 65 No Security Interest Created 82 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.1117.08. Benefits of Indenture 67 82 Section 11.1217.09. Legal Holidays 67 Table of Contents, Headings, Etc. 82 Section 11.1317.10. GOVERNING LAW 68 Authenticating Agent 82 Section 11.1417.11. WAIVER OF JURY TRIAL 68 Execution in Counterparts 83 Section 11.1517.12. Counterparts 68 Severability 83 Section 11.1617.13. Recording Waiver of Indenture 68 Jury Trial 83 Section 11.1717.14. Issuer Obligation 68 Force Majeure 84 Section 11.1817.15. No Petition 69 Calculations 84 Section 11.1917.16. No Recourse 69 USA PATRIOT Act 84 Section 11.2017.17. Inspection 70 Tax Information and Withholding 84 Section 11.2117.18. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Economic Sanctions 85 EXHIBIT Exhibit A– A [Form of Face of Note] SCHEDULE Schedule A Schedule of Exchanges of Notes A-1 Exhibit B– ATTACHMENTS Attachment 1 [Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties Notice of Exchange] Attachment 2 [Form of Fundamental Change Purchase Notice] Attachment 3 [Form of Assignment and Covenants C-1 This INDENTURE, Transfer] INDENTURE dated as of November 1January 11, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B2024 among FEDERAL REALTY OP LP, a Delaware statutory trust limited partnership, as issuer (the “Issuer”Company,” as more fully set forth in Section 1.01 hereof), FEDERAL REALTY INVESTMENT TRUST, a Maryland real estate investment trust, as the REIT (the “REIT,” as more fully set forth in Section 1.01 hereof), and U.S. Bank National AssociationBANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”,” as more fully set forth in Section 1.01 hereof). Each party agrees as follows for the benefit of the other party parties and for the equal and ratable benefit of the Holders holders of the IssuerCompany’s 2.716423.25% Class A-1 Asset Backed Exchangeable Senior Notes due 2029 (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, hereinafter called the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 62 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 64 Section 9.03. 14.03 Trustee Protected 66 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 66 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 66 Section 9.05. 14.06 Conformity with TIA 66 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 67 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 67 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 68 Section 15.04 Payments on Securities Permitted 69 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 69 Section 15.06 Notices to Trustee 69 Section 15.07 Trustee as Holder of Senior Indebtedness 70 Section 15.08 Modifications of Terms of Senior Indebtedness 70 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 70 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 71 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 71 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 71 Section 16.02 Trust Indenture Act 60 Controls 72 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Company and Trustee 72 Section 16.04 Notices to Securityholders; Waiver 66 73 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 73 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 73 Section 11.09. 16.07 Successors and Assigns 67 74 Section 11.10. Severability 67 16.08 Separability Clause 74 Section 11.11. 16.09 Benefits of Indenture 67 74 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 74 Section 11.13. GOVERNING LAW 68 Section 11.14. 16.11 Governing Law; WAIVER OF JURY TRIAL 68 BY JURY; Submission to Jurisdiction 74 Section 11.1516.12 Electronic Signatures 75 Section 16.13 Force Majeure. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, 75 INDENTURE dated as of November 1___________,____, 2018among Portland General Electric Company, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust an Oregon corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[____________], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. 10.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 37 Section 9.02. 10.02 Supplemental Indentures With with Consent of Noteholders 58 Holders 37 Section 9.03. Execution 10.03 Effect of Supplemental Indentures 59 38 Section 9.04. Effect 10.04 Notation on Notes 38 Section 10.05 Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 39 ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01 Company May Consolidate, Etc. Conformity with Trust on Certain Terms 39 Section 11.02 Successor Corporation to Be Substituted 39 Section 11.03 Officer’s Certification and Opinion of Counsel to Be Given to Trustee 40 ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01 Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 Solely Corporate Obligations 40 ARTICLE TEN REDEMPTION XIII CONVERSION OF NOTES Section 10.01. 13.01 Conversion Privilege 40 Section 13.02 Conversion Procedure; Settlement Upon Conversion 42 Section 13.03 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or During a Redemption 61 Period 46 Section 10.02. Form 13.04 Adjustment of Redemption Conversion Rate 48 Section 13.05 Adjustments of Prices 55 Section 13.06 Shares to Be Fully Paid 55 Section 13.07 Effect of Recapitalizations, Reclassifications, and Changes of the Common Stock 55 Section 13.08 Certain Covenants 56 Section 13.09 Responsibility of Trustee 57 Section 13.10 Notice to Holders Prior to Certain Actions 57 Section 13.11 Stockholder Rights Plans 58 Section 13.12 Limit on Issuance of Shares of Common Stock Upon Conversion 58 Section 13.13 Exchange in Lieu of Conversion 58 ARTICLE XIV REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 14.01 Intentionally Omitted 59 Section 14.02 Repurchase at Option of Holders Upon a Fundamental Change 59 Section 14.03 Withdrawal of Fundamental Change Repurchase Notice 61 Section 10.03. 14.04 Deposit of Fundamental Change Repurchase Price 61 Section 14.05 Covenant to Comply with Applicable Laws Upon Repurchase of Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.XV OPTIONAL REDEMPTION

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Consent, Waiver or Amendment Without the Consent of Noteholders 57 iii Page 45 Section 9.02. Supplemental Indentures With Consent of Noteholders 58 46 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Indentures 47 Section 9.04. Notes Affected by Supplemental Indentures 47 TABLE OF CONTENTS (continued) Page Section 9.05. Conformity with Trust Indenture Act 60 47 Section 9.06. Reference in Notes to Execution of Supplemental Indentures 60 48 ARTICLE TEN REDEMPTION OF NOTES X SUCCESSOR CORPORATION Section 10.01. Redemption 61 Company May Consolidate, Etc 48 Section 10.02. Form of Redemption Notice 61 Successor Corporation Substituted 49 Section 10.03. Evidence of Consolidation, Etc. to Trustee 49 ARTICLE XI SATISFACTION AND DISCHARGE AND DEFEASANCE Section 11.01. Satisfaction and Discharge of Indenture 49 Section 11.02. Defeasance and Covenant Defeasance 50 Section 11.03. Deposited Moneys to be Held in Trust 52 Section 11.04. Payment of Moneys Held by Paying Agents 52 Section 11.05. Repayment to Company 53 Section 11.06. Reinstatement 53 Section 11.07. Other Coin or Currency Units 53 ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. No Recourse 53 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01. Effect on Successors and Assigns 54 Section 13.02. Actions by Successor 54 Section 13.03. Notices 54 Section 13.04. Governing Law 55 Section 13.05. Treatment of Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01as Debt 55 Section 13.06. Compliance Certificates and Opinions, etc. 63 Opinions 55 Section 11.0213.07. Form of Documents Delivered to Indenture Trustee 64 56 Section 11.0313.08. Acts of Noteholders 65 Payments on Business Days 57 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.0613.09. Conflict with Trust Indenture Act 67 57 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0813.10. Effect of Headings and Table of Contents 67 57 Section 11.0913.11. Successors and Assigns 67 Counterparts 57 Section 11.1013.12. Severability 67 Separability 57 Section 11.1113.13. Benefits of Indenture 67 Assignment 57 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.1413.14. WAIVER OF JURY BY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 58 INDENTURE, dated as of November 1April 4, 20182013, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong International Flavors & Fragrances Inc., a Delaware statutory trust New York corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.01. 8.1 Provision for Supplemental Indentures Without Consent of Noteholders 57 iii for Certain Purposes. 35 Section 8.2 Successor Entities. 36 TABLE OF CONTENTS (continued) Page No. ARTICLE 9 CONCERNING THE WARRANT AGENT Section 9.02. Supplemental Indentures With Consent of Noteholders 58 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with 9.1 Trust Indenture Act 60 Legislation. 36 Section 9.069.2 Rights and Duties of Warrant Agent. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 36 Section 10.019.3 Evidence, Experts and Advisers. Redemption 61 37 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions9.4 Documents, Monies, etc. 63 Held by Warrant Agent. 38 Section 11.029.5 Actions by Warrant Agent to Protect Interest. Form 38 Section 9.6 Warrant Agent Not Required to Give Security. 39 Section 9.7 Protection of Documents Delivered Warrant Agent. 39 Section 9.8 Replacement of Warrant Agent; Successor by Merger. 40 Section 9.9 Acceptance of Agency 40 Section 9.10 Warrant Agent Not to be Appointed Receiver. 41 Section 9.11 Warrant Agent Not Required to Give Notice of Default. 41 Section 9.12 Anti-Money Laundering. 41 Section 9.13 Compliance with Privacy Code. 41 Section 9.14 SEC Reporting Status. 42 ARTICLE 10 GENERAL Section 10.1 Notice to the Corporation and the Warrant Agent. 43 Section 10.2 Notice to Registered Warrantholders. 43 Section 10.3 Ownership of Warrants. 44 Section 10.4 Counterparts. 44 Section 10.5 Satisfaction and Discharge of Indenture. 44 Section 10.6 Provisions of Indenture Trustee 64 and Warrants for the Sole Benefit of Parties and Registered Warrantholders. 45 Section 11.0310.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided. Acts of Noteholders 65 45 Section 11.04. Notices 65 10.8 Severability 45 Section 11.05. Notices to Noteholders; Waiver 66 10.9 Force Majeure 45 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. 10.10 Assignment, Successors and Assigns 67 46 Section 11.10. Severability 67 Section 11.11. Benefits 10.11 Rights of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER Rescission and Withdrawal for Holders 46 SCHEDULE “A” - FORM OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit WARRANT SCHEDULE “B– Form of Repurchase Request B-1 Exhibit ” - EXERCISE FORM SCHEDULE “C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, ” - FORM OF DECLARATION FOR REMOVAL OF LEGEND SCHEDULE “D” - FORM OF U.S. PURCHASER LETTER WARRANT INDENTURE THIS WARRANT INDENTURE is dated as of November June 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B2017. BETWEEN: ONCOLYTICS BIOTECH INC., a Delaware statutory trust corporation incorporated under the laws of the Province of Alberta having an office at 210, 0000 Xxxxxxxxxx Xxxxxxxx X.X., Xxxxxxx, Xxxxxxx (the “IssuerCorporation”), - and U.S. Bank National Association- COMPUTERSHARE TRUST COMPANY OF CANADA, a national banking associationtrust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada having an office at 000, as trustee and not in its individual capacity 000 – 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx X0X 0X0 (the “Indenture TrusteeWarrant Agent”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 61 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 63 Section 9.03. 14.03 Trustee Protected 65 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 65 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 65 Section 9.05. 14.06 Conformity with TIA 65 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 65 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 66 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 67 Section 15.04 Payments on Securities Permitted 68 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 68 Section 15.06 Notices to Trustee 68 Section 15.07 Trustee as Holder of Senior Indebtedness 69 Section 15.08 Modifications of Terms of Senior Indebtedness 69 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 69 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 69 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 70 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 70 Section 16.02 Trust Indenture Act 60 Controls 71 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Issuer and Trustee 71 Section 16.04 Notices to Securityholders; Waiver 66 72 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 72 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 72 Section 11.09. 16.07 Successors and Assigns 67 72 Section 11.10. Severability 67 16.08 Separability Clause 73 Section 11.11. 16.09 Benefits of Indenture 67 73 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 73 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law; Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 73 INDENTURE dated as of November 1[ ], 2018among XX Xxxxx Operating Partnership, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BL.P., a Delaware statutory trust limited partnership (the “Issuer”), and U.S. The Bank National Association, a national banking associationof New York Mellon, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section SECTION 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Section Holders 71 SECTION 9.02. Supplemental Indentures With Consent of Noteholders 58 Section Holders 71 SECTION 9.03. Execution of Supplemental Indentures 59 Section 72 SECTION 9.04. Effect of Supplemental Indenture 60 Section Indentures 72 SECTION 9.05. Conformity with With Trust Indenture Act 60 Section 72 SECTION 9.06. Reference in Notes to Supplemental Indentures 60 73 SECTION 9.07. Notice of Supplemental Indenture 73 ARTICLE TEN REDEMPTION OF NOTES Section X NOTE GUARANTEES SECTION 10.01. Redemption 61 Section Unconditional Guarantee 73 SECTION 10.02. Form Execution and Delivery of Redemption Notice 61 Section Guarantee 74 SECTION 10.03. Notes Payable Limitation on Redemption Date 62 Guarantors’ Liability 75 SECTION 10.04. Release of Guarantors from Guarantee 75 SECTION 10.05. Guarantor Contribution 75 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01SECTION 11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section Controls 76 SECTION 11.02. Notices 76 SECTION 11.03. intentionally omitted 77 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 77 SECTION 11.05. Statements Required in Certificate or Opinion 77 SECTION 11.06. Rules by Trustee, Paying Agents 77 SECTION 11.07. Alternate Payment and Notice Provisions 67 Section Business Days 77 SECTION 11.08. Effect Governing Law 77 SECTION 11.09. No Personal Liability of Headings Directors, Officers, Employees and Stockholders 78 SECTION 11.10. Note Purchases by Company and Affiliates. 78 SECTION 11.11. No Security Interest Created. 78 SECTION 11.12. Successors 78 SECTION 11.13. Multiple Originals 78 SECTION 11.14. Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10Contents; Headings 78 SECTION 11.15. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 78 SECTION 11.16. Recording No Adverse Interpretation of Indenture 68 Section Other Agreements 78 SECTION 11.17. Issuer Obligation 68 Force Majeure 79 EXHIBITS EXHIBIT A – FORM OF GLOBAL NOTE EXHIBIT B – FORM OF CERTIFICATE OF TRANSFER EXHIBIT C – FORM OF CERTIFICATE OF EXCHANGE EXHIBIT D – FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR EXHIBIT E – FORM OF NOTATION OF GUARANTEE CROSS-REFERENCE TABLE TIA Section 11.18. No Petition 69 Indenture Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust 310(a)(1) 7.09 (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity a)(2) 7.09 (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”a)(3) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.N.A.

SUPPLEMENTAL INDENTURES. Section 9.01. Purposes for Which Supplemental Indentures Indenture may be Entered into Without Consent of Noteholders 57 iii Page Holders 46 Section 9.02. Supplemental Indentures With Modification of Indenture with Consent of Noteholders 58 Holders of Debt Securities 48 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indentures 49 Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures 50 ARTICLE X Consolidation, Merger, Sale or Conveyance Section 10.01. Consolidations and Mergers of the Company 50 Section 10.02. Rights and Duties of Successor Corporation 50 ARTICLE XI Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys Section 11.01. Applicability of Article 51 Section 11.02. Satisfaction and Discharge of Indenture; Defeasance 51 Section 11.03. Conditions of Defeasance 52 Section 11.04. Application of Trust Money 53 Section 11.05. Repayment to Company 53 Section 11.06. Indemnity for U.S. Government Obligations 54 Section 11.07. Reinstatement 54 ARTICLE XII Miscellaneous Provisions Section 12.01. Successors and Assigns of Company Bound by Indenture 60 54 Section 9.0512.02. Conformity Acts of Board, Committee or Officer of Successor Company Valid 54 Section 12.03. Required Notices or Demands 54 Section 12.04. Indenture and Debt Securities to be Construed in Accordance with the Laws of the State of New York; Jury Trial Waiver 56 Section 12.05. Officers’ Certificate and Opinion of Counsel to be Furnished Upon Application or Demand by the Company 56 Section 12.06. Payments Due on Legal Holidays 57 Section 12.07. Provisions Required by Trust Indenture Act 60 to Control 57 Section 9.0612.08. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Computation of Interest on Debt Securities 57 Section 10.0112.09. Redemption 61 Rules by Trustee, Paying Agent and Registrar 57 Section 10.0212.10. Form of Redemption Notice 61 No Recourse Against Others 57 Section 10.0312.11. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Severability 57 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0812.12. Effect of Headings and Table 57 Section 12.13. Indenture may be Executed in Counterparts 57 Section 12.14. U.S.A. Patriot Act 57 QUANTA SERVICES, INC. Debt Securities CROSS REFERENCE SHEET* This Cross Reference Sheet shows the location in the Indenture of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDESthe provisions inserted pursuant to Sections 310-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”318(a), and U.S. Bank National Association, a national banking associationinclusive of the Trust Indenture Act of 1939, as trustee and not in its individual capacity amended (the “Indenture Trustee”TIA). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes TIA Section Indenture Section § 310 (the “Class A-1 Notes”a)(1) 7.10 (a)(2) 7.10 (a)(3) 7.10 (a)(4) 7.10 (a)(5) 7.10 (b) 7.10, 7.04 (c) N.A. ** § 311 (a) 7.11 (b) 7.11 (c) N.A. § 312 (a) 5.01 (b) 5.02 (c) 5.02 § 313 (a) 5.04 (b)(1) 5.04 (b)(2) 5.04 (c) 5.04, 12.03 (d) 5.04 § 314 (a)(1) 5.03(a) (a)(2) 5.03(a) (a)(3) 5.03(a), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”5.03(b), 3.21% Class A-3 Asset Backed Notes 12.03 (the “Class A-3 Notes”a)(4) and 3.31% Class A-4 Asset Backed Notes 4.05 § 314 (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to b) N.A. (ic)(1) all rights 12.05 (but none of the obligationsc)(2) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, 12.05 (iic)(3) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings N.A. (net of losses and investment expensesd) N.A. (e) 12.05 (f) N.A. § 315 (a) 7.01(a), from amounts on deposit in the 2018-B Bank Accounts7.01(b) (b) 6.07, 12.03 (iiic) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, 7.01 (ivd) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and 7.01 (ve) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing 6.08 § 316 (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4a) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.(last sentence) 1.01

SUPPLEMENTAL INDENTURES. 53 Section 9.01. 10.01 Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders. 53 Section 9.02. 10.02 Supplemental Indentures With with Consent of Noteholders 58 Holders. 54 Section 9.03. Execution of Supplemental Indentures 59 Section 9.04. 10.03 Effect of Supplemental Indentures. 55 Section 10.04 Notation on Notes. 55 Section 10.05 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. 55 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 55 Section 11.01 Company May Consolidate, Etc. on Certain Terms. 55 Section 11.02 Successor Corporation to Be Substituted. 56 Section 11.03 Opinion of Counsel to Be Given to Trustee. 57 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 57 Section 12.01 Indenture and Notes Solely Corporate Obligations. 57 ARTICLE 13 INTENTIONALLY OMITTED 57 ARTICLE 14 CONVERSION OF NOTES 57 Section 14.01 Conversion Privilege. 57 Section 14.02 Conversion Procedure; Settlement Upon Conversion. 57 Section 14.03 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Tax Redemptions. 60 Section 9.0514.04 Adjustment of Conversion Rate. Conformity with Trust Indenture Act 60 62 Section 9.0614.05 Adjustments of Prices. Reference in Notes 72 Section 14.06 Ordinary Shares to Supplemental Indentures 60 Be Fully Paid. 72 Section 14.07 Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares. 72 Section 14.08 Certain Covenants. 73 Section 14.09 Responsibility of Trustee. 74 Section 14.10 Notice to Holders Prior to Certain Actions. 74 Section 14.11 Stockholder Rights Plans. 75 Section 14.12 Termination of Depositary Receipt Program. 75 ARTICLE TEN REDEMPTION 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS 75 Section 10.0115.01 Repurchase at Option of Holders. Redemption 61 75 Section 10.0215.02 Repurchase at Option of Holders Upon a Fundamental Change. Form of Redemption Notice 61 77 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form 15.03 Withdrawal of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as Notice or Fundamental Change Repurchase Notice. 80 Section 15.04 Deposit of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”)Repurchase Price or Fundamental Change Repurchase Price. Each party agrees as follows for the benefit 80 Section 15.05 Covenant to Comply with Applicable Laws Upon Repurchase of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.81

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 52 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 53 Section 9.03. Execution of Supplemental Indentures 59 54 Section 9.04. Effect of Supplemental Indenture 60 Indentures 54 Section 9.05. Conformity with With Trust Indenture Act 60 55 Section 9.06. Reference in Notes to Supplemental Indentures 60 55 Section 9.07. Amendments to Governing Documents 55 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 56 Section 10.02. Form of Redemption Notice 61 56 Section 10.03. Notes Payable on Optional Redemption Date 62 57 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 57 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 57 Section 11.03. Acts of Noteholders 65 58 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Issuer 59 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 60 Section 11.06. Rules by Indenture Trustee 61 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 61 Section 11.08. Effect of Headings and Table of Contents 67 61 Section 11.09. Successors and Assigns 67 61 Section 11.10. Severability 67 Separability 61 Section 11.11. Benefits of Indenture 67 61 Section 11.12. Legal Holidays 67 61 Section 11.13. GOVERNING LAW 68 Governing Law 61 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 61 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 62 Section 11.16. Issuer Obligation 62 Section 11.17. Issuer Obligation 68 No Petition 62 Section 11.18. No Petition 69 Inspection 63 Section 11.19. No Recourse 69 Usury 63 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Swap Provider 63 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 Note This INDENTURE, dated as of November August 1, 20182005 (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between MERCEDESACCREDITED MORTGAGE LOAN TRUST 2005-BENZ AUTO LEASE TRUST 2018-B3, a Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”), and U.S. Bank National AssociationLASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee and not Indenture Trustee (together with its permitted successors in its individual capacity (the trusts hereunder, the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 61 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 63 Section 9.03. 14.03 Trustee Protected 65 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 65 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 65 Section 9.05. 14.06 Conformity with TIA 65 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 65 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 66 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 67 Section 15.04 Payments on Securities Permitted 68 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 68 Section 15.06 Notices to Trustee 68 Section 15.07 Trustee as Holder of Senior Indebtedness 69 Section 15.08 Modifications of Terms of Senior Indebtedness 69 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 69 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 69 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 70 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 70 Section 16.02 Trust Indenture Act 60 Controls 71 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Issuer and Trustee 71 Section 16.04 Notices to Securityholders; Waiver 66 72 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 72 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 72 Section 11.09. 16.07 Successors and Assigns 67 72 Section 11.10. Severability 67 16.08 Separability Clause 73 Section 11.11. 16.09 Benefits of Indenture 67 73 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 73 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law; Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 73 INDENTURE dated as of November 1[ ], 2018among Reckson Operating Partnership, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BL.P., a Delaware statutory trust limited partnership (the “Issuer”), and U.S. The Bank National Association, a national banking associationof New York Mellon, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. 37 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 37 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 39 Section 9.03. 9.03 Effect of Supplemental Indentures 39 Section 9.04 Securities Affected by Supplemental Indentures 39 Section 9.05 Execution of Supplemental Indentures 59 40 ARTICLE 10 SUCCESSOR ENTITY 40 Section 9.0410.01 Company May Consolidate, Etc. 40 Section 10.02 Successor Entity Substituted 41 ARTICLE 11 SATISFACTION AND DISCHARGE 41 Section 11.01 Satisfaction and Discharge of Indenture 41 Section 11.02 Discharge of Obligations 42 Section 11.03 Deposited Moneys to be Held in Trust 42 Section 11.04 Payment of Moneys Held by Paying Agents 42 Section 11.05 Repayment to Company 42 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 43 Section 12.01 No Recourse 43 ARTICLE 13 MISCELLANEOUS PROVISIONS 43 Section 13.01 Effect on Successors and Assigns 43 Section 13.02 Actions by Successor 43 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 44 Section 9.0513.04 Notices 44 Section 13.05 Governing Law; Jury Trial Waiver 44 Section 13.06 Treatment of Securities as Debt 44 Section 13.07 Withholding Taxes 44 iii. Conformity with Trust Indenture Act 60 Table Of Contents (continued) Page Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.08 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 44 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.09 Payments on Business Days 45 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.10 Conflict with Trust Indenture Act 67 45 Section 11.07. Alternate Payment and Notice Provisions 67 13.11 Counterparts 45 Section 11.08. Effect of Headings and 13.12 Separability 45 Section 13.13 Compliance Certificates 45 Section 13.14 Patriot Act 45 Section 13.15 Force Majeure 45 Section 13.16 Table of Contents 67 Section 11.09Contents; Headings 45 iv. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTUREINDENTURE Indenture, dated as of November 1________________, 201820__, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong VectivBio Holding AG, a Delaware statutory trust corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[Trustee], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 59 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 61 Section 9.03. 14.03 Trustee Protected 62 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 62 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 63 Section 9.05. 14.06 Conformity with TIA 63 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 63 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 63 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 65 Section 15.04 Payments on Securities Permitted 65 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 66 Section 15.06 Notices to Trustee 66 Section 15.07 Trustee as Holder of Senior Indebtedness 66 Section 15.08 Modifications of Terms of Senior Indebtedness 67 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 67 Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance 67 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 67 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 68 Section 16.02 Trust Indenture Act 60 Controls 69 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. 16.03 Notices to Noteholdersthe Company and Trustee 69 Section 16.04 Notices to Securityholders; Waiver 66 69 Section 11.06. Conflict with Trust Indenture Act 67 16.05 Legal Holiday 70 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 70 Section 11.09. 16.07 Successors and Assigns 67 70 Section 11.10. Severability 67 16.08 Separability Clause 70 Section 11.11. 16.09 Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 16.10 Counterparts Originals 70 Section 11.22. Termination 16.11 Governing Law; Waiver of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 70 INDENTURE dated as of November 1_________ __, 2018____, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong EnerSys, a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National AssociationWILMINGTON TRUST COMPANY, a national Delaware banking associationcorporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 61 Section 9.0210.02. Supplemental Indentures With Indenture with Consent of Noteholders 58 62 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.03. Effect of Supplemental Indenture 60 63 Section 9.0510.04. Conformity with Notation on Notes 64 Section 10.05. Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee 64 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 11.01. Company May Consolidate on Certain Terms 64 Section 11.02. Successor to be Substituted 65 Section 11.03. Opinion of Counsel to be Given Trustee 66 ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Discharge of Indenture 66 Section 12.02. Deposited Monies to be Held in Trust by Trustee 67 Section 12.03. Paying Agent to Repay Monies Held 67 Section 12.04. Return of Unclaimed Monies 67 Section 12.05. Reinstatement 67 ARTICLE 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture Act 60 Section 9.06. Reference in and Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION Solely Corporate Obligations 67 CONVERSION OF NOTES Section 10.0114.01. Redemption 61 Right to Convert 68 Section 10.0214.02. Form Conversion Procedures 71 Section 14.03. Cash Payments in Lieu of Redemption Notice 61 Fractional Shares 73 Section 10.0314.04. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Conversion Rate 74 Section 14.05. Compliance Certificates and Opinions, etc. 63 Adjustment of Conversion Rate 74 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0814.06. Effect of Headings and Table Reclassification, Consolidation, Merger or Sale 84 Section 14.07. Taxes on Shares Issued 86 Section 14.08. Reservation of Contents 67 Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock 86 Section 11.0914.09. Successors and Assigns 67 Responsibility of Trustee 87 Section 11.1014.10. Severability 67 Notice to Holders Prior to Certain Actions 87 Section 11.1114.11. Benefits Rights Issued in Respect of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Common Stock Issued Upon Conversion 88 ARTICLE 15

SUPPLEMENTAL INDENTURES. 36 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 36 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 37 Section 9.03. 9.03 Effect of Supplemental Indentures 37 Section 9.04 Securities Affected by Supplemental Indentures 38 Section 9.05 Execution of Supplemental Indentures 59 38 ARTICLE 10 SUCCESSOR ENTITY 38 Section 9.0410.01 Company May Consolidate, Etc. 38 Section 10.02 Successor Entity Substituted 39 Section 10.03 Evidence of Consolidation, Etc. to Trustee 39 ARTICLE 11 SATISFACTION AND DISCHARGE 40 Section 11.01 Satisfaction and Discharge of Indenture 40 Section 11.02 Discharge of Obligations 40 Section 11.03 Deposited Moneys to be Held in Trust 41 Section 11.04 Payment of Moneys Held by Paying Agents 41 Section 11.05 Repayment to Company 41 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 41 Section 12.01 No Recourse 41 ARTICLE 13 MISCELLANEOUS PROVISIONS 42 Section 13.01 Effect on Successors and Assigns 42 Section 13.02 Actions by Successor 42 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 42 Section 9.0513.04 Notices 42 iii. Conformity with Trust Indenture Act 60 TABLE OF CONTENTS (CONTINUED) PAGE Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law 43 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 43 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 43 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 43 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 44 Section 11.0713.10 Counterparts 44 Section 13.11 Separability 44 Section 13.12 Compliance Certificates 44 iv. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE INDENTURE, dated as of November 1April 2, 20182009, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong ANESIVA, INC., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, a national banking associationN.A., as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures 14.01 Without Consent of Noteholders 57 iii Page Securityholders 63 Section 9.02. Supplemental Indentures 14.02 With Consent of Noteholders 58 Securityholders; Limitations 65 Section 9.03. 14.03 Trustee Protected 66 Section 14.04 Effect of Execution of Supplemental Indentures 59 Indenture 66 Section 9.04. Effect 14.05 Notation on or Exchange of Supplemental Indenture 60 Securities 67 Section 9.05. 14.06 Conformity with TIA 67 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01 Agreement to Subordinate 67 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 67 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 69 Section 15.04 Payments on Securities Permitted 69 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 70 Section 15.06 Notices to Trustee 70 Section 15.07 Trustee as Holder of Senior Indebtedness 71 Section 15.08 Modifications of Terms of Senior Indebtedness 71 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 71 Section 15.10 Satisfaction and Discharge; Discharge and Covenant Defeasance 71 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 71 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01 Certificates and Opinions as to Conditions Precedent 72 Section 16.02 Trust Indenture Act 60 Controls 73 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders16.03 Notices; Waiver 66 of Notice 73 Section 11.06. Conflict with Trust Indenture Act 67 16.04 No Adverse Interpretation of Other Agreements 74 Section 11.07. Alternate Payment and Notice Provisions 67 16.05 Legal Holiday 74 Section 11.08. Effect 16.06 Effects of Headings and Table of Contents 67 74 Section 11.09. 16.07 Successors and Assigns 67 74 Section 11.10. Severability 67 16.08 Separability Clause 74 Section 11.11. 16.09 Benefits of Indenture 67 75 Section 11.12. Legal Holidays 67 16.10 Counterparts Originals 75 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording 16.11 Governing Law; Waiver of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, Trial by Jury 75 INDENTURE dated as of November 1[—], 201820[—], is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong X. X. Xxxxxx Company, Inc., a Delaware statutory trust corporation (the “IssuerCompany”), X. X. Xxxxxx Corporation, Inc., a Delaware corporation and U.S. Bank a wholly owned subsidiary of the Company (“JCP,” and together with the Company, the “Issuers”), as joint and several obligors, and Wilmington Trust, National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page 52 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 53 Section 9.03. Execution of Supplemental Indentures 59 55 Section 9.04. Effect of Supplemental Indenture 60 Indentures 55 Section 9.05. Conformity with With Trust Indenture Act 60 55 Section 9.06. Reference in Notes to Supplemental Indentures 60 55 Section 9.07. Amendments to Governing Documents 55 ARTICLE TEN X REDEMPTION OF NOTES Section 10.01. Redemption 61 of Notes 56 Section 10.02. Form of Redemption Notice 61 57 Section 10.03. Notes Payable on Optional Redemption Date 62 57 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 Opinions 57 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 58 Section 11.03. Acts of Noteholders 65 59 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Trust 60 Section 11.05. Notices and Reports to Noteholders; Waiver 66 of Notices 61 Section 11.06. Rules by Indenture Trustee 61 Section 11.07. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 61 Section 11.08. Effect of Headings and Table of Contents 67 61 Section 11.09. Successors and Assigns 67 61 Section 11.10. Severability 67 Separability 61 Section 11.11. Benefits of Indenture 67 61 Section 11.12. Legal Holidays 67 62 Section 11.13. GOVERNING LAW 68 Governing Law 62 Section 11.14. WAIVER OF JURY TRIAL 68 Counterparts 62 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 62 Section 11.16. Trust Obligation 62 Section 11.17. Issuer Obligation 68 No Petition 63 Section 11.18. No Petition 69 Inspection 63 Section 11.19. No Recourse 69 Usury 64 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination Rights of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Swap Provider 64 APPENDICES, SCHEDULES AND EXHIBITS Appendix I Defined Terms Schedule 1 Mortgage Loan Schedule Schedule 2 Swap Notional Balances Exhibit A– A Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 Note This INDENTURE, dated as of November May 1, 20182005 (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between MERCEDESACCREDITED MORTGAGE LOAN TRUST 2005-BENZ AUTO LEASE TRUST 2018-B2, a Delaware statutory trust (together with its permitted successors and assigns, the “Trust” or the “Issuer”), and U.S. Bank National AssociationDEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee and not Indenture Trustee (together with its permitted successors in its individual capacity (the trusts hereunder, the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without 14.01Without Consent of Noteholders 57 iii Page Securityholders 60 Section 9.02. Supplemental Indentures With 14.02With Consent of Noteholders 58 Securityholders; Limitations 62 Section 9.03. 14.03Trustee Protected 64 Section 14.04Effect of Execution of Supplemental Indentures 59 Section 9.04. Effect of Supplemental Indenture 60 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption 61 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts 14.05Notation on or Exchange of Noteholders Securities 64 Section 14.06Conformity with TIA 64 ARTICLE XV SUBORDINATION OF SECURITIES Section 15.01Agreement to Subordinate 65 Section 11.04. Notices 15.02Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate 15.03No Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not on Securities in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred on Senior Indebtedness 67 Section 15.04Payments on Securities Permitted 67 Section 15.05Authorization of Securityholders to Trustee to Effect Subordination 68 Section 15.06Notices to Trustee 68 Section 15.07Trustee as Holder of Senior Indebtedness 69 Section 15.08Trustee Knowledge of Senior Indebtedness. 69 Section 15.09Subordination Not Applicable to Trustee Compensation 69 ARTICLE XVI MISCELLANEOUS PROVISIONS Section 16.01Certificates and is continuing, Opinions as to Conditions Precedent 69 Section 16.02Trust Indenture Act Controls 71 Section 16.03Notices to the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Company and Trustee 71 Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect 16.04Notices to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.Securityholders; Waiver 71

SUPPLEMENTAL INDENTURES. Section 9.0111.01. Supplemental Indentures Without without Consent of Noteholders 57 iii Page Holders 37 Section 9.0211.02. Supplemental Indentures With with Consent of Noteholders 58 Holders 38 Section 9.0311.03. Execution of Supplemental Indentures 59 39 Section 9.0411.04. Notice of Supplemental Indenture 39 Section 11.05. Effect of Supplemental Indenture 60 Indentures 39 Section 9.0511.06. Conformity with Trust Indenture Act 60 40 Section 9.0611.07. Reference in Notes Securities to Supplemental Indentures 60 40 ARTICLE TEN REDEMPTION OF NOTES TWELVE COVENANTS Section 10.0112.01. Redemption 61 Payment of Principal, Premium and Interest 40 Section 10.0212.02. Form Maintenance of Redemption Notice 61 Office or Agency 40 Section 10.0312.03. Notes Payable on Redemption Date 62 Money for Securities Payments to Be Held in Trust 40 Section 12.04. Statement as to Compliance 41 Section 12.05. Corporate Existence 41 Section 12.06. Permit No Vacancy in Office of Trustee 41 Section 12.07. Waiver 41 ARTICLE ELEVEN MISCELLANEOUS Section11.01THIRTEEN GUARANTEES Section 13.01. Compliance Certificates and Opinions, etc. 63 Guarantees 42 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.1813.02. No Petition 69 Subrogation 43 Section 11.1913.03. No Recourse 69 Consideration 43 Section 11.2013.04. Inspection 70 Limitation on Subsidiary Guarantor Liability 43 Section 11.2113.05. Subordination 70 Execution and Delivery 43 Section 11.2213.06. Termination Release of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Subsidiary Guarantors 44 INDENTURE, dated as of November 1August 18, 20182014, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BEXPEDIA, INC., a Delaware statutory trust corporation, (the “IssuerCompany”), the Subsidiary Guarantors, from time to time parties hereto, and U.S. Bank National AssociationTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee and not in its individual capacity hereunder (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without Consent of Noteholders 57 iii Page Securityholders 46 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 47 Section 9.03. 9.03 Execution of Supplemental Indentures 59 48 Section 9.04. 9.04 Effect of Supplemental Indenture 60 Indentures 48 Section 9.05. 9.05 Conformity with With Trust Indenture Act 60 48 Section 9.06. 9.06 Reference in Notes Securities to Supplemental Indentures 60 ARTICLE TEN 49 Article X COVENANTS 49 Section 10.01 Payment of Principal, Premium and Interest 49 Section 10.02 Maintenance of Office or Agency 49 Section 10.03 Money or Security Payments to Be Held in Trust 49 Section 10.04 Certificate to Trustee 50 Section 10.05 Corporate Existence 50 Article XI REDEMPTION OF NOTES SECURITIES 50 Section 10.01. Redemption 61 11.01 Applicability of Article 50 Section 10.02. Form 11.02 Election to Redeem; Notice to Trustee 51 Section 11.03 Selection by Trustee of Securities to be Redeemed 51 Section 11.04 Notice of Redemption Notice 61 51 Section 10.03. Notes 11.05 Deposit of Redemption Price 52 Section 11.06 Securities Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance Certificates 52 Section 11.07 Securities Redeemed in Part 53 Section 11.08 Provisions with Respect to any Sinking Funds 53 Article XII REPAYMENT AT OPTION OF HOLDERS 54 Section 12.01 Applicability of Article 54 Section 12.02 Repayment of Securities 54 Section 12.03 Exercise of Option 55 Section 12.04 When Securities Presented for Repayment Become Due and Opinions, etc. 63 Payable 55 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 12.05 Securities Repaid in Part 55 INDENTURE THIS INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BAMCOL INTERNATIONAL CORPORATION, a Delaware statutory trust corporation (hereinafter called the “IssuerCompany”) having its principal office at 0000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx 00000, and, _______________________, a ______________, as trustee (hereinafter called the “Trustee”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except entered into as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture_____ day of __________, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts20__.

SUPPLEMENTAL INDENTURES. Section 9.0110.01. Applicability of Article 9 of the Base Indenture 35 Section 10.02. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 35 Section 9.0210.03. Supplemental Indentures With with Consent of Noteholders 58 Holders 36 Section 9.03. Execution of Supplemental Indentures 59 Section 9.0410.04. Effect of Supplemental Indentures 37 Section 10.05. Notation on Notes 38 Section 10.06. Evidence of Compliance of Supplemental Indenture 60 to Be Furnished to Trustee 38 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 9.0511.01. Conformity with Trust Applicability of Article 10 and Section 4.05 of the Base Indenture Act 60 38 Section 9.0611.02. Reference in Notes Company May Consolidate, Etc. on Certain Terms 38 Section 11.03. Successor Company to Supplemental Indentures 60 Be Substituted 39 Section 11.04. Opinion of Counsel to Be Given to Trustee 40 ARTICLE TEN REDEMPTION 12 [INTENTIONALLY OMITTED] ARTICLE 13 [INTENTIONALLY OMITTED] ARTICLE 14 CONVERSION OF NOTES Section 10.0114.01. Redemption 61 Conversion Privilege 40 Section 10.0214.02. Form Conversion Procedure; Settlement Upon Conversion 43 Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 47 Section 14.04. Adjustment of Redemption Notice 61 Conversion Rate 49 Section 10.0314.05. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01Adjustments of Prices 58 Section 14.06. Compliance Certificates and Opinions, etc. 63 Shares to Be Fully Paid 58 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.0814.07. Effect of Headings Recapitalizations, Reclassifications and Table Changes of Contents 67 the Common Stock 58 Section 11.0914.08. Successors and Assigns 67 Certain Covenants 60 Section 11.1014.09. Severability 67 Responsibility of Trustee 60 Section 11.1114.10. Benefits Notice to Holders Prior to Certain Actions 61 Section 14.11. Stockholder Rights Plans 62 Section 14.12. Intentionally Omitted 62 Section 14.13. Exchange in Lieu of Indenture 67 Conversion 62 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 11.1215.01. Legal Holidays 67 Intentionally Omitted 63 Section 11.1315.02. GOVERNING LAW 68 Repurchase at Option of Holders Upon a Fundamental Change 63 Section 11.1415.03. WAIVER OF JURY TRIAL 68 Withdrawal of Fundamental Change Repurchase Notice 65 Section 11.1515.04. Counterparts 68 Deposit of Fundamental Change Repurchase Price 66 Section 11.1615.05. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form Covenant to Comply with Applicable Laws Upon Repurchase of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.66

SUPPLEMENTAL INDENTURES. Section 9.01. Supplemental Indentures Without the Consent of the Noteholders 57 iii Page 44 Section 9.02. Supplemental Indentures With with Consent of Noteholders 58 45 Section 9.03. Execution of Supplemental Indentures 59 46 Section 9.04. Effect of Supplemental Indenture 60 Indentures 46 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.06. Reference in Notes to Supplemental Indentures 60 46 ARTICLE TEN X REDEMPTION OF NOTES NOTES; PUT OPTION Section 10.01. Redemption 61 46 Section 10.02. Form of Redemption Notice 61 47 Section 10.03. Notes Payable on Redemption Date 62 47 Section 10.04. Put Option 47 Section 10.05. Form of Put Option Notice 47 Section 10.06. Notes Payable on Put Date 48 ARTICLE ELEVEN XI MISCELLANEOUS Section11.01Section 11.01. Compliance Certificates and Opinions, etc. 63 etc 48 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 48 Section 11.03. Acts of Noteholders 65 49 Section 11.04. Notices 65 Notices, etc., to Indenture Trustee and Issuer 50 Section 11.05. Notices to Noteholders; Waiver 66 50 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 51 Section 11.0911.07. Successors and Assigns 67 51 Section 11.1011.08. Severability 67 Separability 51 Section 11.1111.09. Benefits of Indenture 67 51 Page Section 11.10. Legal Holidays 51 Section 11.11. GOVERNING LAW 51 Section 11.12. Legal Holidays 67 Counterparts 51 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 51 Section 11.14. Trust Obligation 52 Section 11.15. No Petition 52 Section 11.16. Inspection 52 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page Limitation on Liability 52 EXHIBITS Exhibit A– EXHIBIT A — Form of Notes A-1 Exhibit B– EXHIBIT B-1 — Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Transferor Affidavit (144A) EXHIBIT B-2 — Form of Transferee Affidavit (Accredited Investor) EXHIBIT B-3 — Form of Transfer Affidavit EXHIBIT C — Form of Securities Legend INDENTURE AMENDED AND RESTATED INDENTURE, dated and effective as of November 125, 20182003 (the “Indenture”), is between MERCEDESOPTION ONE OWNER TRUST 2001-BENZ AUTO LEASE TRUST 2018-B2, a Delaware statutory trust business trust, as Issuer (the “Issuer”), and U.S. Bank National AssociationWXXXX FARGO BANK MINNESOTA, a national banking associationNATIONAL ASSOCIATION, as trustee and not in its individual capacity Indenture Trustee (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

SUPPLEMENTAL INDENTURES. 46 Section 9.019.1. Supplemental Indentures Without Consent of Noteholders 57 iii Page Holders 46 Section 9.029.2. Supplemental Indentures With with Consent of Noteholders 58 Holders 47 Section 9.039.3. Execution of Supplemental Indentures 59 48 Section 9.049.4. Effect of Supplemental Indenture 60 Indentures 48 Section 9.05. Conformity with Trust Indenture Act 60 Section 9.069.5. Reference in Notes Securities to Supplemental Indentures 60 48 ARTICLE TEN X. PARTICULAR COVENANTS OF THE COMPANY 49 Section 10.1. Payment of Principal, Premium and Interest 49 Section 10.2. Maintenance of Office or Agency 49 Section 10.3. Money for Securities Payments to be Held in Trust 49 Section 10.4. Statement by Officers as to Default 50 Section 10.5. Additional Amounts 50 ARTICLE XI. REDEMPTION OF NOTES SECURITIES 52 Section 10.0111.1. Redemption 61 Applicability of Article 52 Section 10.0211.2. Form Election to Redeem; Notice to Trustee 52 Section 11.3. Selection by Trustee of Securities to be Redeemed 52 Section 11.4. Notice of Redemption Notice 61 53 Section 10.0311.5. Notes Deposit of Redemption Price 53 Section 11.6. Securities Payable on Redemption Date 62 53 Section 11.7. Securities Redeemed in Part 53 Section 11.8. Optional Redemption or Assumption of Securities Under Certain Circumstances 54 Section 11.9. Rescission of Redemption 55 ARTICLE ELEVEN XII. REPAYMENT AT OPTION OF HOLDERS 55 Section 12.1. Applicability of Article 55 Section 12.2. Repayment of Securities 55 Section 12.3. Exercise of Option 56 Section 12.4. When Securities Presented for Repayment Become Due and Payable 56 Section 12.5. Securities Repaid in Part 56 ARTICLE XIII. SINKING FUNDS 56 Section 13.1. Applicability of Article 56 Section 13.2. Satisfaction of Sinking Fund Payments with Securities 56 Section 13.3. Redemption of Securities for Sinking Fund 57 ARTICLE XIV. IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES 57 Section 14.1. Exemption From Individual Liability 57 ARTICLE XV. GUARANTEES 57 Section 15.1. Guarantees 57 Section 15.2. Guarantor Gross-up 58 ARTICLE XVI. MISCELLANEOUS Section11.01. Compliance Certificates and Opinions, etc. 63 PROVISIONS 61 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. Conflict with Trust Indenture Act 67 Section 11.07. Alternate Payment and Notice Provisions 67 Section 11.08. Effect of Headings and Table of Contents 67 Section 11.0916.1. Successors and Assigns 67 of Company or Guarantor Bound by Indenture 61 Section 11.1016.2. Severability 67 Acts of Board, Committee or Officer of Successor Person Valid 61 Section 11.1116.3. Benefits Required Notices or Demands 61 Section 16.4. Indenture and Securities to be Construed in Accordance with the Laws of the State of New York 61 Section 16.5. Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. may be Executed in Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 61 INDENTURE, dated as of November 1, 2018201 , is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BCARNIVAL CORPORATION, a Delaware statutory trust corporation organized and existing under the laws of the Republic of Panama (hereinafter sometimes called the “IssuerCompany”), party of the first part, CARNIVAL PLC, a company incorporated and registered under the laws of England and Wales (hereinafter sometimes called the “Guarantor”), party of the second part, and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, a national banking association, as trustee association organized and not in its individual capacity existing under the laws of the United States of America (hereinafter sometimes called the “Indenture Trustee”). Each , party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accountsthird part.

SUPPLEMENTAL INDENTURES. 38 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 38 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 39 Section 9.03. 9.03 Effect of Supplemental Indentures 40 Section 9.04 Securities Affected by Supplemental Indentures 40 Section 9.05 Execution of Supplemental Indentures 59 40 ARTICLE 10 SUCCESSOR ENTITY 41 Section 9.0410.01 Company May Consolidate, Etc 41 Section 10.02 Successor Entity Substituted 41 ARTICLE 11 SATISFACTION AND DISCHARGE 42 Section 11.01 Satisfaction and Discharge of Indenture 42 Section 11.02 Discharge of Obligations 42 Section 11.03 Deposited Moneys to be Held in Trust 43 Section 11.04 Payment of Moneys Held by Paying Agents 43 Section 11.05 Repayment to Company 43 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS. 43 Section 12.01 No Recourse 43 ARTICLE 13 MISCELLANEOUS PROVISIONS 44 Section 13.01 Effect on Successors and Assigns 44 Section 13.02 Actions by Successor 44 iii. 126534485 v2 TABLE OF CONTENTS (CONTINUED) PAGE Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 44 Section 9.0513.04 Notices. Conformity with Trust Indenture Act 60 44 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law; Jury Trial Waiver 45 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 45 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 45 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 46 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 46 Section 11.07. Alternate Payment and Notice Provisions 67 13.10 Counterparts 46 Section 11.08. Effect of Headings and 13.11 Separability 46 Section 13.12 Compliance Certificates 46 Section 13.13 U.S.A. Patriot Act 47 Section 13.14 Force Majeure 47 Section 13.15 Table of Contents 67 Section 11.09Contents; Headings 47 iv. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note Separate; Assignees of Exchange Note 71 Page EXHIBITS 126534485 v2 Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This 4.6 INDENTURE INDENTURE, dated as of November 1________, 2018among FLEX PHARMA, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-BINC., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[TRUSTEE], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):

SUPPLEMENTAL INDENTURES. 37 Section 9.01. 9.01 Supplemental Indentures Without the Consent of Noteholders 57 iii Page Securityholders 37 Section 9.02. 9.02 Supplemental Indentures With Consent of Noteholders 58 Securityholders 39 Section 9.03. 9.03 Effect of Supplemental Indentures 39 Section 9.04 Securities Affected by Supplemental Indentures 39 Section 9.05 Execution of Supplemental Indentures 59 40 ARTICLE 10 SUCCESSOR ENTITY 40 Section 9.0410.01 Company May Consolidate, Etc. 40 Section 10.02 Successor Entity Substituted 41 ARTICLE 11 SATISFACTION AND DISCHARGE 41 Section 11.01 Satisfaction and Discharge of Indenture 41 Section 11.02 Discharge of Obligations 42 Section 11.03 Deposited Moneys to be Held in Trust 42 Section 11.04 Payment of Moneys Held by Paying Agents 42 Section 11.05 Repayment to Company 42 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 43 Section 12.01 No Recourse 43 ARTICLE 13 MISCELLANEOUS PROVISIONS 43 Section 13.01 Effect on Successors and Assigns 43 Section 13.02 Actions by Successor 43 Section 13.03 Surrender of Supplemental Indenture 60 Company Powers 44 Section 9.05. Conformity with Trust Indenture Act 60 13.04 Notices 44 Section 9.06. Reference in Notes to Supplemental Indentures 60 ARTICLE TEN REDEMPTION OF NOTES 13.05 Governing Law; Jury Trial Waiver 44 Section 10.01. Redemption 61 13.06 Treatment of Securities as Debt 44 Section 10.02. Form of Redemption Notice 61 Section 10.03. Notes Payable on Redemption Date 62 ARTICLE ELEVEN MISCELLANEOUS Section11.01. Compliance 13.07 Certificates and Opinions, etc. 63 Opinions as to Conditions Precedent 44 Section 11.02. Form of Documents Delivered to Indenture Trustee 64 13.08 Payments on Business Days 45 Section 11.03. Acts of Noteholders 65 Section 11.04. Notices 65 Section 11.05. Notices to Noteholders; Waiver 66 Section 11.06. 13.09 Conflict with Trust Indenture Act 67 45 Section 11.07. Alternate Payment and Notice Provisions 67 13.10 Counterparts 45 Section 11.08. Effect of Headings and 13.11 Separability 45 Section 13.12 Compliance Certificates 45 Section 13.13 Patriot Act 45 Section 13.14 Force Majeure 45 Section 13.12 Table of Contents 67 Section 11.09. Successors and Assigns 67 Section 11.10. Severability 67 Section 11.11. Benefits of Indenture 67 Section 11.12. Legal Holidays 67 Section 11.13. GOVERNING LAW 68 Section 11.14. WAIVER OF JURY TRIAL 68 Section 11.15. Counterparts 68 Section 11.16. Recording of Indenture 68 Section 11.17. Issuer Obligation 68 Section 11.18. No Petition 69 Section 11.19. No Recourse 69 Section 11.20. Inspection 70 Section 11.21. Subordination 70 Section 11.22. Termination of Collateral Agent’s Lien 71 Section 11.23. Each Exchange Note SeparateContents; Assignees of Exchange Note 71 Page EXHIBITS Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This Headings 45 INDENTURE INDENTURE, dated as of November 1[•], 201820__, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-Bamong iPass Inc., a Delaware statutory trust corporation (the “IssuerCompany”), and U.S. Bank National Association, a national banking association[TRUSTEE], as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 2.71642% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 3.04% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), 3.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 3.31% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the 2018-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to (i) all rights (but none of the obligations) of the Issuer as holder of the 2018-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2018-B Exchange Note, (ii) all rights of the Issuer in the 2018-B Bank Accounts, all funds on deposit in the 2018-B Bank Accounts and all investments and proceeds, including all investment earnings (net of losses and investment expenses), from amounts on deposit in the 2018-B Bank Accounts, (iii) all rights of the Issuer under the 2018-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement, (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2018-B Servicing Supplement and the 2018-B Exchange Note Supplement and (v) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2018-B Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other 2018-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the 2018-B Secured Parties, acknowledges such Grant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2018-B Exchange Note Collection Account, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2018-B Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2018-B Bank Accounts established pursuant to the 2018-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2018-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2018-B Vehicle directly into the 2018-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.):