EXHIBIT 10.4

    

    

    

    
      MERCEDES-BENZ FINANCIAL SERVICES USA LLC,

      as Servicer and as Lender,

      

      

      DAIMLER TRUST,

      as Titling Trust,

      

      

      and

      

      

      DAIMLER TITLE CO.,

      as Collateral Agent

       

        

      
        


      

      

      20[__]-[_] SERVICING SUPPLEMENT

       

        

      Dated as of [_______ _], 20[__]

      

      

      
        


      

      

      
        
          


      

      
      TABLE OF CONTENTS

      

      

      	 	
              Page

            
	 	 
	
              ARTICLE ONE

            
	 	 
	
              USAGE AND DEFINITIONS

            
	 	 
	
              Section 1.01. Capitalized Terms; Rules of Usage.

            	
              2

            
	 	 
	
              ARTICLE TWO

            
	 	 
	
              DESIGNATION

            
	 	 
	
              Section 2.01. Designation

            	
              3

            
	 	 
	
              ARTICLE THREE

            
	 	 
	
              THE SERVICER

            
	 	 
	
              Section 3.01. Appointment of Servicer.

            	
              4

            
	
              Section 3.02. Servicer Representations and Warranties.

            	
              4

            
	
              Section 3.03. 20[__]-[_] Lease and 20[__]-[_] Vehicle Representations and Warranties

            	
              5

            
	
              Section 3.04. Liability of the Servicer; Indemnities.

            	
              5

            
	
              Section 3.05. Purchase Upon Breach.

            	
              6

            
	
              Section 3.06. Collection of Payments

            	
              7

            
	
              Section 3.07. Servicer May Own 20[__]-[_] Exchange Note and 20[__]-[_] ABS Notes

            	
              7

            
	
              Section 3.08. Fees and Expenses.

            	
              7

            
	
              Section 3.09. Termination

            	
              8

            
	
              Section 3.10. Asset Representations Review

            	
              8

            
	
              Section 3.11. Dispute Resolution

            	
              9

            
	 	 
	
              ARTICLE FOUR

            
	 	 
	
              ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS

            
	 
	
              Section 4.01. 20[__]-[_] Bank Accounts.

            	
              13

            
	
              Section 4.02. Remittances.

            	
              14

            
	 	 
	
              ARTICLE FIVE

            
	 	 
	
              TERMINATION

            
	 
	
              Section 5.01. Optional Termination.

            	
              15

            


      

      

      
        i

        
          


      

      	 	Page
	 
	
              ARTICLE SIX

            
	 	 
	
              REPORTS AND NOTICES

            
	 
	
              Section 6.01. Monthly Reports.

            	
              16

            
	
              Section 6.02. Notices and Certificates Under the Basic Servicing Agreement

            	
              16

            
	
              Section 6.03. Annual Officer’s Certificate.

            	
              16

            
	
              Section 6.04. Annual Independent Public Accountants’ Attestation.

            	
              17

            
	
              Section 6.05. Statements to Securityholders

            	
              17

            
	 	 
	
              ARTICLE SEVEN

            
	 	 
	
              SERVICER EVENTS OF DEFAULT

            
	 
	
              Section 7.01. Servicer Events of Default.

            	
              18

            
	 	 
	
              ARTICLE EIGHT

            
	 	 
	
              MISCELLANEOUS

            
	 
	
              Section 8.01. Amendments.

            	
              21

            
	
              Section 8.02. Successors and Assigns

            	
              21

            
	
              Section 8.03. Third-Party Beneficiaries

            	
              22

            
	
              Section 8.04. No Petition

            	
              22

            
	
              Section 8.05. GOVERNING LAW; SUBMISSION TO
                    JURISDICTION.

            	
              22

            
	
              Section 8.06. WAIVER OF JURY TRIAL

            	
              22

            
	
              Section 8.07. Severability

            	
              22

            
	
              Section 8.08. Counterparts

            	
              23

            
	
              Section 8.09. Table of Contents and Headings

            	
              23

            
	
              Section 8.10. Conflict with Basic Servicing Agreement

            	
              23

            
	
              Section 8.11. No Recourse

            	
              23

            
	
              Section 8.12. Each Exchange Note Separate; Assignees of Exchange Note

            	
              23

            
	 	 
	
              EXHIBITS

            
	
              Exhibit A – 20[__]-[_] Reference Pool Asset Schedule

            	
              A-1

            
	
              Exhibit B – 20[__]-[_] Lease and 20[__]-[_] Vehicle Representations and Warranties

            	
              B-1

            
	
              Exhibit C – Form of Monthly Investor Report

            	
              C-1

            
	
              Exhibit D – Form of Performance Certification

            	
              D-1

            
	
              Exhibit E – Servicing Criteria to be Addressed in Assessment Of Compliance

            	
              E-1

            
	 	 
	
              Appendix 1 – Usage and Definitions

            	
              A1-1

            


      

      

      
        ii

        
          


      

      This 20[__]-[_] SERVICING SUPPLEMENT, dated as of [_______ _], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this
          “20[__]-[_] Servicing Supplement”), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as servicer with respect to the 20[__]-[_] Reference Pool referred to herein (in such capacity, the
          “Servicer”) and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the “Lender”), DAIMLER TRUST, a Delaware statutory trust (the “Titling Trust”), and DAIMLER TITLE CO., a Delaware corporation, as collateral
          agent (the “Collateral Agent”).

      

      

      RECITALS

      

      

      WHEREAS, pursuant to a Second Amended and Restated Trust Agreement, dated as of April 1, 2008 (the “Titling Trust Agreement”), among MBFS
          USA, Daimler Trust Holdings LLC and BNY Mellon Trust of Delaware (f/k/a BNY Mellon (Delaware)) (f/k/a The Bank of New York (Delaware)), the Titling Trust was created to hold title to leases, vehicles and certain related assets (the “Titling Trust
          Assets”);

      

      

      WHEREAS, the Lender, the Servicer, the Titling Trust and the Collateral Agent have entered into an Amended and Restated Servicing
          Agreement, dated as of March 1, 2009 (the “Basic Servicing Agreement”), which provides, for, among other things, the servicing of the Titling Trust Assets by the Servicer;

      

      

      WHEREAS, the Lender, the Servicer, the Titling Trust, the Collateral Agent and U.S. Bank Trust National Association have entered into an
          Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009 (the “Basic Collateral Agency Agreement”), pursuant to which MBFS USA will make advances to the Titling Trust from time to time to acquire Titling Trust Assets;

      

      

      WHEREAS, pursuant to the Basic Collateral Agency Agreement and an Exchange Note Supplement, dated as of [_______ _], 20[__] (the
          “20[__]-[_] Exchange Note Supplement”), among the parties to the Basic Collateral Agency Agreement and U.S. Bank Trust National Association, as Indenture Trustee, the Lender will assign its interest in a portion of its outstanding advances to be
          evidenced by an exchange note (the “20[__]-[_] Exchange Note”), payments in respect of which shall be made from collections in respect of a pool of specified Titling Trust Assets (the “20[__]-[_] Reference Pool”);

      

      

      WHEREAS, the Lender, on the date hereof, has sold the 20[__]-[_] Exchange Note to Daimler Trust Leasing LLC (the “Transferor”) pursuant
          to a First-Tier Sale Agreement, dated as of [_______ _], 20[__] (the “First-Tier Sale Agreement”);

      

      

      WHEREAS, Daimler Trust Leasing LLC, on the date hereof, has sold the 20[__]-[_] Exchange Note to Mercedes-Benz Auto Lease Trust
          20[__]-[_] pursuant to a Second-Tier Sale Agreement, dated as of [_______ _], 20[__] (the “Second-Tier Sale Agreement”);

      

      

      WHEREAS,  in connection with the issuance of the 20[__]-[_] Exchange Note, the parties to the Basic Servicing Agreement will enter into a
          supplement to the Basic Servicing Agreement to forth the specific rights and duties of the Servicer and the other agreements and undertakings with respect to the administration and servicing of the 20[__]-[_] Reference Pool; and

      

      

      
        
          


      

      
      WHEREAS, the parties hereto wish to enter into this 20[__]-[_] Servicing Supplement to set forth the additional duties required of the
          Servicer with respect to the 20[__]-[_] Reference Pool and the 20[__]-[_] Exchange Note.

      

      

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

      

      

      ARTICLE ONE

      

      

      USAGE AND DEFINITIONS

      

      

      Section 1.01.  Capitalized Terms; Rules of Usage.

      

      

      (a)          Capitalized terms used in this 20[__]-[_] Servicing
          Supplement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 hereto or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement, which Appendices are hereby incorporated into and made a
          part of this Agreement.  Appendix 1 also contains rules as to usage applicable to this 20[__]-[_] Servicing Supplement.

      

      

      (b)          Except as otherwise indicated by the context, all
          references herein to (i) “Leases” shall be to Collateral Leases and (ii) “Vehicles” shall be to Collateral Vehicles.

      

      

      
        2

        
          


      

      ARTICLE TWO

      

      

      DESIGNATION

      

      

      Section 2.01.  Designation.  The parties designate the
          Collateral Assets listed on Exhibit A to be known as the “20[__]-[_] Reference Pool” and each Lease and Vehicle included therein to be known as a “20[__]-[_] Lease” and a “20[__]-[_] Vehicle,” respectively.

      

      

      
        3

        
          


      

      ARTICLE THREE

      

      

      THE SERVICER

      

      

      Section 3.01.  Appointment of Servicer.

      

      

      (a)          Each party acknowledges and agrees that MBFS USA, as
          Servicer under the Basic Servicing Agreement, will also act as Servicer under this 20[__]-[_] Servicing Supplement with respect to the 20[__]-[_] Reference Pool and the 20[__]-[_] Exchange Note and MBFS USA will also act as agent and custodian of
          the Titling Trust in the management and control of the 20[__]-[_] Leases and 20[__]-[_] Vehicles included in the 20[__]-[_] Reference Pool and for all other purposes set forth in the 20[__]-[_] Servicing Agreement, in each case, for the benefit
          of each holder and pledgee of the 20[__]-[_] Exchange Note.  MBFS USA hereby accepts such appointments.

      

      

      (b)          The Servicer may delegate its duties and obligations
          as Servicer in accordance with Section 3.05 of the Basic Servicing Agreement.

      

      

      (c)          The Servicer shall account for the 20[__]-[_] Leases
          and 20[__]-[_] Vehicles allocated to the 20[__]-[_] Reference Pool separately from any other Reference Pool and the Revolving Facility Pool.  The 20[__]-[_] Leases, the certificates of title relating to the 20[__]-[_] Vehicles, the insurance
          policies and insurance records and other documents related to the 20[__]-[_] Leases and 20[__]-[_] Vehicles will not be physically segregated from other Leases, certificates of title, insurance policies and insurance records or other documents
          related to other Leases and Vehicles owned or serviced by the Servicer, including Leases and Vehicles which are not part of the 20[__]-[_] Reference Pool.  The accounting records and computer systems of MBFS USA will reflect the allocation of the
          20[__]-[_] Leases and 20[__]-[_] Vehicles to the 20[__]-[_] Reference Pool.  The Servicer may appoint one or more agents to act as subcustodians of certain items relating to the 20[__]-[_] Leases, the Certificates of Title relating to the
          20[__]-[_] Vehicles, the insurance policies and insurance records and other documents related to the 20[__]-[_] Leases and 20[__]-[_] Vehicles; provided, however, that the Servicer shall remain solely responsible for their safekeeping.

      

      

      Section 3.02.  Servicer Representations and Warranties.

      

      

      (a)          The Servicer has made the representations and
          warranties set forth in Section 3.02 of the Basic Servicing Agreement on which the Lender, the Titling Trust and the Collateral Agent have relied, and the 20[__]-[_] Exchange Noteholder, in acquiring the 20[__]-[_] Exchange Note, will rely.  Such
          representations and warranties are remade as of the 20[__]-[_] Exchange Note Issuance Date and will survive the sale, transfer, assignment and conveyance of the 20[__]-[_] Exchange Note to the 20[__]-[_] Exchange Noteholder, the Transferor and
          the Issuer and the pledge of the 20[__]-[_] Exchange Note to the Indenture Trustee pursuant to the Indenture.

      

      

      (b)          As of the 20[__]-[_] Exchange Note Issuance Date, the
          Servicer is not in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on the ability of the Servicer to perform its obligations
          under this Agreement.

      

      

      
        4

        
          


      

      (c)          As of the 20[__]-[_] Exchange Note Issuance Date, no
          consent, approval, authorization or order of any court or governmental agency or body is required under federal or State law for the execution, delivery and performance by the Servicer of, or compliance by it with, this Agreement or the
          consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.

      

      

      (d)          To the knowledge of the Servicer, no selection
          procedures believed to be adverse to the 20[__]-[_] Exchange Noteholder have been utilized in selecting the 20[__]-[_] Leases and 20[__]-[_] Vehicles included in the 20[__]-[_] Reference Pool from other Leases and Vehicles that meet the criteria
          specified in Exhibit B hereto.

      

      

      (e)          To the knowledge of the Servicer, all material
          consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by Titling Trust in connection with (i) the execution, delivery and performance by
          the Titling Trust of each 20[__]-[_] Lease and (ii) the acquisition by the Titling Trust of such 20[__]-[_] Lease and the related 20[__]-[_] Vehicle, were duly obtained, effected or given and were in full force and effect as of such date of
          creation or acquisition and remained in full force and effect as of the 20[__]-[_] Closing Date.

      

      

      Section 3.03.  20[__]-[_] Lease and 20[__]-[_] Vehicle Representations
              and Warranties.  The Servicer makes the representations and warranties set forth in Exhibit B with respect to the 20[__]-[_] Leases and the 20[__]-[_] Vehicles, on which the 20[__]-[_] Exchange Noteholder, the Transferor and the
          Issuer (on behalf of the Noteholders) are relying in acquiring the 20[__]-[_] Exchange Note.  Such representations and warranties are effective as of the 20[__]-[_] Cutoff Date (unless otherwise specified) and will survive the sale, transfer,
          assignment and conveyance of the 20[__]-[_] Exchange Note to the 20[__]-[_] Exchange Noteholder, the Transferor and the Issuer and the pledge of the 20[__]-[_] Exchange Note to the Indenture Trustee pursuant to the Indenture.

      

      

      Section 3.04.  Liability of the Servicer; Indemnities.

      

      

      (a)          The Servicer will indemnify, defend and hold harmless
          the Covered Parties and the Holder of the Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and
          against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by the Servicer or any of its Affiliates of a
          20[__]-[_] Vehicle.

      

      

      
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      (b)          The Servicer will indemnify, defend and hold harmless
          the Titling Trust, the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and
          against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this 20[__]-[_] Servicing
          Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of either Trustee, arises from such
          Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement or the Indenture, as the case may be (including any and all costs, expenses, losses, damages, claims and liabilities arising in connection with any
          legal action by the Indenture Trustee or the Securities Intermediary to enforce remedies against the Servicer, including its indemnification obligations, under this Agreement).

      

      

      (c)          In addition to the Indemnified Parties included in the
          Basic Servicing Agreement, the Servicer will treat the Issuer and each Trustee as “Indemnified Persons” pursuant to Sections 3.03(d), (e), (f) and (g) of the Basic Servicing Agreement.

      

      

      (d)          The provisions of this Section 3.04 shall survive the
          termination of this 20[__]-[_] Servicing Supplement.

      

      

      Section 3.05.  Purchase Upon Breach.

      

      

      (a)          Deposit of Repurchase Payments.

      

      

      (i)          If an
          Authorized Officer of the Servicer has actual knowledge, or receives notice from the 20[__]-[_] Exchange Noteholder, a Noteholder, a Note Owner or the Indenture Trustee of a breach of (A) a representation or warranty set forth in Section 3.03,
          (B) the agreements set forth in Section 3.06 or (C) the covenants set forth in Sections 4.02(a) or 6.08 of the Basic Servicing Agreement and such breach materially and adversely affects the interest of the Issuer in the related 20[__]-[_] Lease
          or 20[__]-[_] Vehicle and such breach has not been cured in all material respects on or before the last day of the Collection Period which includes the 30th day after the date on which the Servicer obtained actual knowledge of, or received
          written notice of, such breach, the Servicer shall deposit into the 20[__]-[_] Exchange Note Collection Account an amount equal to the related Repurchase Payment with respect to such 20[__]-[_] Lease and related 20[__]-[_] Vehicle.

      

      

      (ii)         The Servicer
          shall deposit into the 20[__]-[_] Exchange Note Collection Account an amount equal to the related Repurchase Payment if the Servicer determines, in its sole discretion, that, as a result of a computer systems error or computer systems limitation
          or for any other reason, the Servicer is unable to service a 20[__]-[_] Lease and 20[__]-[_] Vehicle in accordance with the terms of the 20[__]-[_] Servicing Agreement.

      

      

      (iii)        So long as
          MBFS USA remains the Servicer, the Servicer will deposit into the 20[__]-[_] Exchange Note Collection Account an amount equal to the Repurchase Payment with respect to any 20[__]-[_] Lease if the Servicer is notified that the garaging location of
          the related 20[__]-[_] Vehicle has changed and, as a result of such change, such 20[__]-[_] Vehicle is no longer garaged in an Eligible State and such state does not become an Eligible State within 90 days of the Servicer becoming aware of such
          change.

      

      

      
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      (iv)         The Servicer
          will deposit the Repurchase Payment with respect to any 20[__]-[_] Lease and related 20[__]-[_] Vehicle that the Servicer is removing from the 20[__]-[_] Reference Pool in accordance with Section 3.05(a) into the 20[__]-[_] Exchange Note
          Collection Account on the Deposit Date immediately following the last day of the Collection Period which includes the 30th day after the date on which the Servicer becomes aware of, or receives written notice of, such breach or failure; provided
          that, for the avoidance of doubt, with respect to 3.05(a)(iii), the Servicer will be deemed to have become aware of or have received written notice of such breach or failure at the end of the 90 day period set forth therein.

      

      

      (b)          Purchase Constitutes Sole Remedy for Breach.  The sole remedy of the Collateral Agent, the 20[__]-[_] Exchange Noteholder, the Indenture Trustee and the Holders of the 20[__]-[_] ABS Notes with respect to (i) a breach of
          the representations and warranties contained in Section 3.03 or (ii) any of the events described in Section 3.05(a)(i)(B), (a)(ii) or (a)(iii) is to cause the related Repurchase Payment to be paid as provided in Section 3.05(a)(iv).

      

      

      (c)          Reallocation of Purchased 20[__]-[_] Leases and 20[__]-[_] Vehicles.  Upon the deposit of the Repurchase Payment for any 20[__]-[_] Lease and 20[__]-[_] Vehicle pursuant to Section 3.05(a), such 20[__]-[_] Lease and
          20[__]-[_] Vehicle will be reallocated to the Revolving Facility Pool at the direction of the Servicer and will no longer be included in the 20[__]-[_] Reference Pool.

      

      

      Section 3.06.  Collection of Payments.  The Servicer may
          grant extensions, waivers, rebates, modifications or adjustments with respect to any 20[__]-[_] Lease, except that if, after the 20[__]-[_] Cutoff Date, the Servicer grants an extension with respect to any 20[__]-[_] Lease which extends its
          related Maturity Date to a date later than the Payment Date occurring six months prior to the Final Scheduled Payment Date of the Class [__] Notes, the Servicer shall deposit into the 20[__]-[_] Exchange Note Collection Account an amount equal to
          the related Repurchase Payment and will reallocate such 20[__]-[_] Lease and the related 20[__]-[_] Vehicle to the Revolving Facility Pool in accordance with Section 3.05 except, in either case, to the extent that any such extension is required
          by Applicable Law.

      

      

      Section 3.07.  Servicer May Own 20[__]-[_] Exchange Note and
              20[__]-[_] ABS Notes.  The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of the 20[__]-[_] Exchange Note and/or the 20[__]-[_] ABS Notes with the same rights
          as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise provided in the 20[__]-[_] Servicing Agreement, the Collateral Agency Agreement and the Indenture.  Except as otherwise set forth in the 20[__]-[_] Basic
          Documents, 20[__]-[_] ABS Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the Basic Servicing Agreement and this 20[__]-[_] Servicing Supplement.

      

      

      Section 3.08.  Fees and Expenses.

      

      

      (a)          20[__]-[_] Reference Pool Servicing Fee.  The 20[__]-[_] Reference Pool Servicing Fee will be payable solely from, and the right of the Servicer to receive the 20[__]-[_] Reference Pool Servicing Fee will be limited in
          recourse to, the 20[__]-[_] Available Funds and other amounts applied to the payment of such fee pursuant to the 20[__]-[_] Exchange Note Supplement or the Indenture.

      

      

      
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      (b)          Investment Earnings.  Notwithstanding the provisions of Section 5.03(b) of the Basic Servicing Agreement, investment earnings on funds on deposit in the 20[__]-[_] Bank Accounts shall constitute 20[__]-[_] Available
          Collections and, on or before each Payment Date, the Indenture Trustee shall deposit such investment earnings, net of any applicable investment losses and expenses, into the 20[__]-[_] Exchange Note Collection Account.

      

      

      Section 3.09.  Termination.  This 20[__]-[_] Servicing Supplement will be terminated in the event that the Basic Servicing Agreement is terminated in accordance therewith and may also be terminated at the option of the Servicer or
          the Titling Trust at any time following the payment in full of the 20[__]-[_] Exchange Note; provided, that the rights and obligations of the parties under Section 3.04 will survive any such termination.

      

      

      Section 3.10.  Asset Representations Review.

      

      

      (a)          If a Delinquency Trigger has occurred with respect to
          any Collection Period, the Servicer will promptly notify the Indenture Trustee thereof and include in the Monthly Investor Report related to such Collection Period a notice of occurrence of the Delinquency Trigger and of the rights of the
          Noteholders and Note Owners pursuant to Section 7.02 of the Indenture regarding Review by the Asset Representations Reviewer. The Indenture Trustee shall not be deemed to have knowledge that any Reallocation Request remained unresolved for 180
          days unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Reallocation Request in fact remained unresolved for 180 days or has received written notice evidencing that such Reallocation Request in fact remained
          unresolved for 180 days.  The Indenture Trustee shall be under no obligation under the Indenture or otherwise to monitor reallocation activity or to independently determine which Reallocation Requests remain unresolved after 180 days.

      

      

      (b)          Upon receipt of notice from the Indenture Trustee
          pursuant to Section 7.02(a) of the Indenture regarding the demand by the Noteholders or the Note Owners to initiate a vote on whether a Review shall be conducted by the Asset Representations Reviewer, the Servicer will include in the Monthly
          Investor Report to be filed with the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of a sufficient percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder
          vote on whether to direct the Asset Representations Reviewer to conduct a Review and (ii) a description of the applicable voting procedures, including the applicable voting deadline, which shall be no earlier than 150 days after the date of the
          filing of such Form 10-D report.

      

      

      (c)          Upon receipt of the Review Notice from the Indenture
          Trustee pursuant to Section 7.02 of the Indenture, the Servicer shall (i) identify as “Review Assets” within the meaning of the Asset Representations Review Agreement all 20[__]-[_] Leases as to which the related Lessee was more than 60 days
          Delinquent as of the last day of the Collection Period preceding the Collection Period in which the vote of the Noteholders and Note Owners directing the Review took place, (ii) provide to the Asset Representations Reviewer a list of such Review
          Assets in accordance with Section 3.01 of the Asset Representations Review Agreement, (iii) provide such other reasonable assistance to the Asset Representations Reviewer as it may reasonably request in order to facilitate the Review pursuant to
          the Asset Representations Review Agreement and (iv) include in the Form 10-D report for the Collection Period in which the Review Notice was received that the necessary percentage of the Noteholders and Note Owners of the Note Balance of Notes
          voted have agreed to a Review and a Review will be conducted.

      

      

      
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      (d)          Upon receipt of a copy of the Review Report from the
          Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, the Servicer will include in the Monthly Investor Report to be filed with the Form 10-D report for the Collection Period in which such Review Report was
          received a summary of the results of the Review set forth in such Review Report.

      

      

      (e)          Upon receipt of a copy of the Review Report, the
          Servicer (i) will review such Review Report and, with respect to any 20[__]-[_] Lease and related 20[__]-[_] Vehicle as to which the Review Report indicated a Test Fail, make a determination for each Test Fail whether a breach of a representation
          and warranty that materially and adversely affects the interest of the Issuer in the related 20[__]-[_] Lease or 20[__]-[_] Vehicle has occurred and (ii) may, or if it determines that such a breach has occurred, shall deposit the related
          Repurchase Payment with respect to such 20[__]-[_] Lease and related 20[__]-[_] Vehicle in accordance with Section 3.05.

      

      

      (f)          If during any Collection Period the Servicer receives
          notice or has actual knowledge that the Asset Representations Reviewer has resigned or has been removed, replaced or substituted, or if a successor Asset Representations Reviewer has been appointed, the Servicer will include in the Form 10-D
          report for such Collection Period the date of such event and a general statement of the circumstances surrounding the change.

      

      

      Section 3.11.  Dispute Resolution.

      

      

      (a)          Referral to Dispute Resolution.  If any Requesting Party makes a Reallocation Request, and the Reallocation
            Request has not fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the Servicer’s receipt thereof, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration, or may
            file a legal action in court of competent jurisdiction.  The Requesting Party must commence the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization, or a court action according with applicable court
            procedures, in each case within 90 days after the end of the 180-day period.  The Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.  In no event shall the Indenture Trustee be a Requesting Party or pursue dispute resolution unless it is directed to do so by the Noteholders or Note Owners of at least 5% [of the Controlling Class], and such Noteholders or Note
            Owners shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance
            with such direction.

      

      

      (b)          Mediation.  If the Requesting Party selects mediation (including non-binding arbitration) for dispute
            resolution:

      

      

      
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      (i)          The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with
          the procedures for mediation stated in this Section, the procedures in this Section will control.

      

      

      (ii)         A single
          mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of
          experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

      

      

      (iii)        The mediation
          will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.

      

      

      (iv)        Expenses of the
          mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

      

      

      (v)          If the parties
          fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this
            Section.

      

      

      (c)          Arbitration.  If the Requesting Party
            selects binding arbitration for dispute resolution:

      

      

      (i)          The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with
          the procedures for arbitration stated in this Section, the procedures in this Section will control.

      

      

      (ii)         A single
          arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of
          experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in
          effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the
          proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

      

      

      (iii)        The arbitrator
          will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party.  Discovery will be scheduled for completion within 60 days of selection of the arbitrator and will be
          limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  The arbitrator may, however, grant additional discovery on a showing of good cause that the
          additional discovery is reasonable and necessary.  Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no
          later than 90 days after selection of the arbitrator and will proceed for no more than ten Business Days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for
          discovery and hearings on a showing of good cause or due to unavoidable delays.

      

      

      
        10

        
          


      

      (iv)        The arbitrator
          will make its final determination no later than 120 days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other 20[__]-[_] Basic Documents, and may not modify or change this Agreement
          or the other 20[__]-[_] Basic Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and
          award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the
          arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law,
          and may be entered and enforced in any court of competent jurisdiction.

      

      

      (v)         By selecting
          binding arbitration, the Requesting Party waives the right to bring an action in court, including the right to a trial by jury.

      

      

      (vi)        The Requesting
          Party may not, and hereby waives any right, to bring a putative or certificated class action or any type of representative action to arbitration.  If this waiver of class action rights is found to be unenforceable for
            any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

      

      

      (d)          Additional Conditions.  For each mediation or arbitration:

      

      

      (i)          Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location
          selected by the Servicer.  Any party or witness may participate by teleconference or video conference.

      

      

      (ii)         The Servicer
          and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

      

      

      (iii)        The Servicer
          shall not be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration
          proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding, will be confidential, privileged and inadmissible for any purpose in any mediation, arbitration,
          litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third
            party (other than a party's attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section, except as required by law, regulatory requirement or court
            order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or
            arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

      

      

      
        11

        
          


      

      (iv)        To the extent the Indenture Trustee is found responsible for any expenses allocated to the Requesting Party in any dispute resolution proceeding, such expenses shall be payable
            to the Indenture Trustee pursuant to Section 8.03 or Section 5.04 of the Indenture, as applicable, and  if not so paid, then by the Servicer.

      

      

      
        12

        
          


      

      ARTICLE FOUR

      

      ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS

      

      

      Section 4.01.  20[__]-[_] Bank Accounts.

      

      

      (a)          Establishment of 20[__]-[_] Bank Accounts.  On or before the 20[__]-[_] Exchange Note Issuance Date, the Servicer will establish the 20[__]-[_] Bank Accounts as three segregated trust accounts, and maintain each as an
          Eligible Account at the Securities Intermediary on behalf of the Indenture Trustee, to be designated as:

      

      

      (i)          “[●], as
          Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 20[__]-[_]” that will be designated as the “20[__]-[_] Exchange Note Collection Account”;

      

      

      (ii)         “[●], as
          Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 20[__]-[_]” that will be designated as the “20[__]-[_] Distribution Account”; and

      

      

      (iii)        “[●], as
          Indenture Trustee, as secured party for Mercedes-Benz Auto Lease Trust 20[__]-[_]” that will be designated as the “20[__]-[_] Reserve Account.”

      

      

      Initially, the 20[__]-[_] Exchange Note Collection Account will be account number [●], the 20[__]-[_] Distribution Account will be
          account number [●] and the 20[__]-[_] Reserve Account will be account number [●].

      

      

      (b)          Control of the 20[__]-[_] Bank Accounts.  Each of the 20[__]-[_] Bank Accounts will be under the sole dominion and control of the Indenture Trustee, as secured party for the benefit of the 20[__]-[_] Secured Parties, so
          long as the 20[__]-[_] Bank Accounts remain subject to the Lien of the Indenture.  Following the payment in full of (i) the 20[__]-[_] ABS Notes and the release of the 20[__]-[_] Bank Accounts from the Lien of the Indenture, (A) at the direction
          of the Servicer, the 20[__]-[_] Distribution Account and the 20[__]-[_] Reserve Account may be closed and (B) the 20[__]-[_] Exchange Note Collection Account will be under the sole dominion and control of the Collateral Agent and (ii) the
          20[__]-[_] Exchange Note, the 20[__]-[_] Exchange Note Collection Account will be under the sole dominion and control of the Borrower and may, at the direction of the Borrower, be closed.  The Servicer may, however, make deposits to or request
          the Indenture Trustee (or, after the Note Balance of the 20[__]-[_] ABS Notes has been reduced to zero and the 20[__]-[_] Bank Accounts have been released from the Lien of the Indenture, the Collateral Agent, and following the payment in full of
          the 20[__]-[_] Exchange Note, the Borrower) to make deposits to or withdrawals from the 20[__]-[_] Exchange Note Collection Account in accordance with the 20[__]-[_] Exchange Note Supplement, the Indenture, the Collateral Agency Agreement and
          this 20[__]-[_] Servicing Supplement.  All monies deposited in the 20[__]-[_] Exchange Note Collection Account will be held (i) until the Note Balance of the 20[__]-[_] ABS Notes has been reduced to zero, all Issuer Obligations have been paid in
          full and the 20[__]-[_] Bank Accounts have been released from the Lien under the Indenture, by the Indenture Trustee, (ii) until the payment in full of the 20[__]-[_] Exchange Note, by the Collateral Agent and (iii) following the payment in full
          of the 20[__]-[_] Exchange Note, by or on behalf of the Borrower, and in each case will be applied only upon the terms and conditions of the 20[__]-[_] Basic Documents, as applicable.  The authority of the Servicer to make deposits to the
          20[__]-[_] Bank Accounts is revocable at any time (i) by the Indenture Trustee until the Note Balance of the 20[__]-[_] ABS Notes has been reduced to zero and the 20[__]-[_] Bank Accounts have been released from the Lien of the Indenture, (ii)
          then, by the Collateral Agent until the payment in full of the 20[__]-[_] Exchange Note, and (iii) thereafter by the Borrower.

      

      

      
        13

        
          


      

      (c)          Agreement with Depository Institution.  The 20[__]-[_] Bank Accounts will only be established at a depository institution or trust company that complies with the requirements set forth in Section 5.02(d) of the Basic
          Servicing Agreement.

      

      

      Section 4.02.  Remittances.

      

      

      (a)          For so long as the Monthly Remittance Condition (i) is
          not met, the Servicer shall remit into the 20[__]-[_] Exchange Note Collection Account all 20[__]-[_] Collections within two Business Days after receipt and identification and (ii) is met, the Servicer will remit to the 20[__]-[_] Exchange Note
          Collection Account an amount equal to all 20[__]-[_] Collections for a Collection Period no later than the related Deposit Date.

      

      

      (b)          Pending deposit into the 20[__]-[_] Exchange Note
          Collection Account, the Servicer may use such 20[__]-[_] Collections at its own risk and for its own benefit and is not required to segregate 20[__]-[_] Collections from its own funds.

      

      

      
        14

        
          


      

      ARTICLE FIVE

      

      

      TERMINATION

      

      

      Section 5.01.  Optional Termination.

      

      

      (a)          On any Payment Date on which the Outstanding Amount is
          equal to or less than [5%] of the Initial Note Balance, after giving effect to all principal payments on such Payment Date, the Servicer will have the option to purchase the 20[__]-[_] Exchange Note in whole but not in part.  To exercise such
          option, the Servicer will (i) notify the Borrower, the Collateral Agent, the Administrative Agent and the Indenture Trustee of such election not fewer than ten and not more than 30 days prior to the related Payment Date and (ii) deposit in the
          20[__]-[_] Exchange Note Collection Account an amount equal to the 20[__]-[_] Exchange Note Purchase Price.  The 20[__]-[_] ABS Notes shall be redeemed in accordance with Section 10.01 of the Indenture.

      

      

      (b)          Upon purchase of the 20[__]-[_] Exchange Note by the
          Servicer pursuant to this Section and upon redemption of the Notes and the payment of all Issuer Obligations in full, pursuant to Section 4.06 of the Basic Collateral Agency Agreement, the Borrower shall cancel the 20[__]-[_] Exchange Note and
          the 20[__]-[_] Leases and 20[__]-[_] Vehicles shall be reallocated to the Revolving Facility Pool.

      

      

      (c)          If in any Collection Period the Servicer reasonably
          believes that the Outstanding Amount will be less than or equal to [5%] of the Initial Note Balance as of the last day of such Collection Period and expects to provide the notice required in Section 5.01(a) and thereafter to purchase the
          20[__]-[_] Exchange Note, the Servicer agrees to give to the Indenture Trustee notice thereof at least 30 days prior to the Payment Date on which such purchase is expected to be effected; provided that such notice shall not create an obligation
          on behalf of the Servicer to effect, nor be condition precedent to Servicer’s effecting, such purchase on such Payment Date.

      

      

      
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      ARTICLE SIX

      

      

      REPORTS AND NOTICES

      

      

      Section 6.01.  Monthly Reports.

      

      

      (a)          On or prior to each Determination Date, the Servicer
          will deliver to the Lender, the Collateral Agent, the Administrative Agent and the Transferor a Monthly Exchange Note Report for the related Collection Period; provided, that the Servicer may satisfy this obligation by delivering the Monthly
          Investor Report for the related Collection Period and the Monthly Investor Report also constitutes as the Monthly Exchange Note Report for this 20[__]-[_] Servicing Supplement.

      

      

      (b)          On or prior to each Determination Date, the Servicer
          will deliver to the Trustees and the Transferor a Monthly Investor Report for the related Collection Period.

      

      

      (c)          On or prior to the 15th day following each Payment
          Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each 20[__]-[_] Lease for the prior Collection Period as required by Item 1A of Form 10-D.

      

      

      Section 6.02.  Notices and Certificates Under the Basic Servicing
              Agreement.  Any notice or certificate received by the Servicer or delivered by the Servicer under the Basic Servicing Agreement relating to the 20[__]-[_] Reference Pool will be forwarded by the Servicer to the Indenture Trustee
          within five Business Days of delivery or receipt thereof by the Servicer.

      

      

      Section 6.03.  Annual Officer’s Certificate.

      

      

      (a)          The Servicer will deliver to the Rating Agencies, the
          Transferor and the Trustees on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 20[__] an Officers’ Certificate signed by a Responsible Officer of the Servicer stating that (i) a
          review of the activities of the Servicer during the preceding 12-month period (or such shorter period in the case of the first such Officer's Certificate) and of the performance of its obligations under this 20[__]-[_] Servicing Supplement has
          been made under such officer's supervision and (ii) to such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this 20[__]-[_] Servicing Supplement in all material respects throughout such period or,
          if there has been a failure in the fulfillment of any such obligation, specifying each such failure known to such officer and the nature and status thereof.

      

      

      (b)          The Servicer will deliver to the Transferor and the
          Trustees on or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 20[__], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately
          preceding calendar year (or such shorter period in the case of the first such report) including disclosure of any material instance of non-compliance identified by the Servicer, in the form specified by paragraph (b) of Rule 13a-18 or Rule 15d-18
          of the Exchange Act and Item 1122 of Regulation AB, which report shall address each of the Servicing Criteria specified with respect to the Servicer in Exhibit E hereto delivered to the Issuer and the Administrator concurrently with the execution
          of this Agreement.

      

      

      
        16

        
          


      

      (c)          Deliveries pursuant to this Section may be delivered
          by e-mail. A copy of the documents delivered pursuant to this Section may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

      

      

      Section 6.04.  Annual Independent Public Accountants’ Attestation.

      

      

      (a)          On or before the 90th day following the end of each
          fiscal year, beginning with the fiscal year ending December 31, 20[__], the Servicer shall cause a firm of independent public accountants (who may also render other services to the Servicer, the Transferor or their respective Affiliates) to
          furnish to the Transferor and the Trustees each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer during the related fiscal year (or such shorter period in the case of the first such
          attestation report) delivered by such accountants in the form specified by paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  The certification required by this paragraph may be replaced by any
          similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated
          by the Commission.

      

      

      (b)          Deliveries pursuant to this Section may be delivered
          by e-mail.  A copy of the documents delivered pursuant to this Section may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

      

      

      Section 6.05.  Statements to Securityholders.  Within the
          prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Issuer, but not later than the latest date permitted by law, the Servicer shall cause each Trustee to mail to each Person who at any
          time during such calendar year shall have been a Securityholder, a statement, prepared by the Servicer, containing certain information for such calendar year or, in the event such Person shall have been a Securityholder during a portion of such
          calendar year, for the applicable portion of such year, for the purposes of such Securityholder’s preparation of federal income tax returns.  In addition, the Servicer shall furnish to the Trustees for distribution to such Person at such time
          such other information necessary under Applicable Law for the preparation of such income tax returns.

       

        

      
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      ARTICLE SEVEN

      

      SERVICER EVENTS OF DEFAULT

      

      

      Section 7.01.  Servicer Events of Default.

      

      

      (a)          Notwithstanding Section 8.03 of the Basic Servicing
          Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 20[__]-[_] Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in
          Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 20[__]-[_] Exchange Note or to this 20[__]-[_] Servicing Supplement:

      

      

      (i)          any failure by
          the Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 20[__]-[_] Exchange Note under the Basic Servicing Agreement or this 20[__]-[_] Servicing Supplement that continues
          unremedied for ten Business Days after the earlier of the date on which (A) notice of such failure is given to the Servicer by the Indenture Trustee or (B) an Authorized Officer of the Servicer has actual knowledge of such failure;

      

      

      (ii)         any failure by
          the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the 20[__]-[_] Servicing Agreement, which failure materially and adversely affects the rights of holders of interests in the 20[__]-[_]
          Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture
          Trustee;

      

      

      (iii)        any
          representation, warranty or statement of the Servicer made in the 20[__]-[_] Servicing Agreement or any certificate, report or other writing delivered pursuant to the 20[__]-[_] Servicing Agreement shall prove to be incorrect in any material
          respect when made, which failure materially and adversely affects the rights of holders of interests in the 20[__]-[_] Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the
          Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or

      

      

      (iv)        the occurrence
          of an Insolvency Event with respect to the Servicer;

      

      

      provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 20[__]-[_] Reference Pool will be an Exchange
          Note Servicer Event of Default only with respect to the 20[__]-[_] Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool.

      

      

      Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days
          will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure.  Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to
          perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 20[__]-[_] Servicing Supplement.

      

      

      
        18

        
          


      

      (b)          With respect to actions taken under Section 8.03(c) of
          the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 20[__]-[_] Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66
          2/3% of the Holders of the Outstanding Amount [of the Controlling Class].

      

      

      (c)          In accordance with Section 8.05 of the Basic Servicing
          Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 20[__]-[_] Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the
          Outstanding Amount [of the Controlling Class]) may waive any such Servicer Event of Default and its consequences.  Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been
          remedied for every purpose of this Agreement.  No such waiver will extend to any subsequent or other event or impair any right consequent thereon.

      

      

      (d)          On or after the receipt by the Servicer of notice of
          an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 20[__]-[_] Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action,
          pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement.  If the Indenture Trustee shall become Successor Servicer pursuant to this Section 7.01(a), the
          Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in
          such capacity as sub-Servicer.  The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this
          20[__]-[_] Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited
          by the outgoing Servicer, in the 20[__]-[_] Bank Accounts or thereafter received with respect to the 20[__]-[_] Leases and 20[__]-[_] Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and
          the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver.  In addition, the Servicer shall transfer its electronic records relating to the 20[__]-[_] Leases and 20[__]-[_]
          Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request.  All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture
          Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.

      

      

      
        19

        
          


      

      (e)          Notwithstanding Section 7.01(d), if the Indenture
          Trustee shall be unwilling so to act or if it is legally unable so to act, a Successor Servicer shall be appointed in accordance with Section 8.04 of the Basic Servicing Agreement.  Compensation for any Successor Servicer shall not be greater
          than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders [of the Controlling Class] (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage
          Interests then outstanding if the Notes are no longer Outstanding).  The Indenture Trustee and such successor shall take such action, consistent with this 20[__]-[_] Servicing Supplement, as shall be necessary to effectuate any such succession. 
          The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 20[__]-[_] Servicing 
          Supplement.  Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder, the amount necessary to
          induce any Successor Servicer to act as Successor Servicer hereunder, the responsibilities of the Servicer set forth in Sections 3.05 and 3.10 hereunder, or the obligations with respect to the payment or reimbursement of fees, expenses or other
          amounts (including indemnities other than those resulting from the actions of the Indenture Trustee as successor Servicer) of the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer, the fees and expenses of the Owner
          Trustee’s attorneys, the Indenture Trustee’s attorneys, or the Asset Representations Reviewer’s attorneys, the fees and expenses of any custodian and the fees and expenses of independent accountants or expenses incurred in connection with
          distributions and reports to the Noteholders.

      

      

      
        20

        
          


      

      ARTICLE EIGHT

      

      

      MISCELLANEOUS

      

      

      Section 8.01.  Amendments.

      

      

      (a)          This 20[__]-[_] Servicing Supplement and the Basic
          Servicing Agreement, as supplemented by this 20[__]-[_] Servicing Supplement, may be amended in accordance with Section 10.01 of the Basic Servicing Agreement without the consent of any Securityholder, to cure any ambiguity, to correct or
          supplement any provision herein which may be inconsistent with any other provision herein or to add, change or eliminate any other provision with respect to matters or questions arising under this 20[__]-[_] Servicing Supplement that are not
          inconsistent with the provisions of this 20[__]-[_] Servicing Supplement; provided, that (i) the Servicer shall have delivered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer to the effect that such action
          will not materially adversely affect the interests of any Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment.

      

      

      (b)          Each amendment, supplement or other modification of
          this 20[__]-[_] Servicing Supplement other than those provided for in Section 7.01(a) requires the consent of the Majority Noteholders [of the Controlling Class] (or if the Notes are no longer Outstanding, Holders of Certificates evidencing not
          less than a majority of the aggregate Certificate Percentage Interests); provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority
          of, collections of payments on or in respect of the 20[__]-[_] Leases and 20[__]-[_] Vehicles or distributions that are required to be made for the benefit of the Securityholders, change the Interest Rate applicable to any class of Notes or the
          Required Reserve Amount for the 20[__]-[_] Reserve Account, without the consent of all holders of Notes then Outstanding or (ii) reduce the percentage of the Note Balance of the Notes [or of the Controlling Class] the consent of the Holders of
          which is required for any amendment to this 20[__]-[_] Servicing Supplement without the consent of all Holders of Notes or [of the Controlling Class] then Outstanding.

      

      

      (c)          It shall not be necessary for the consent of any
          Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

      

      

      (d)          Promptly upon the execution of any such amendment, (i)
          the Servicer will send a copy of such amendment to the Indenture Trustee and the Rating Agencies and (ii) the Indenture Trustee will deliver to each Holder of a 20[__]-[_] ABS Note a copy of such amendment.

      

      

      Section 8.02.  Successors and Assigns.  All covenants and
          agreements in the Basic Servicing Agreement, as supplemented by this 20[__]-[_] Servicing Supplement, shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns.  Any request, notice, direction,
          consent, waiver or other instrument or action by the parties hereto shall bind their respective successors and assigns.

       

        

      
        21

        
          


      

      Section 8.03.  Third-Party Beneficiaries.  The Issuer and
          the Indenture Trustee, as holder and pledgee, respectively, of the 20[__]-[_] Exchange Note, and their respective successors, permitted assigns and pledges are third-party beneficiaries of the obligations of the parties hereto and may directly
          enforce the performance of any such obligations hereunder.

      

      

      Section 8.04.  No Petition.  Each of the Servicer and the
          Collateral Agent covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all Exchange Notes and all outstanding Securities, it will not institute against, or join
          any Person in instituting against, the Titling Trust, the Initial Beneficiary or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with
          any obligations relating to the 20[__]-[_] ABS Notes, the 20[__]-[_] Exchange Note or the 20[__]-[_] Basic Documents and agrees that it will not cooperate with or encourage others to institute any such Proceeding.

      

      

      Section 8.05.  GOVERNING LAW; SUBMISSION TO
              JURISDICTION.

      

      

      (a)          THIS 20[__]-[_] SERVICING SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF
            CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      

      

      (b)          Each party to this 20[__]-[_] Servicing Supplement
          submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all Proceedings arising out of or relating to this
          20[__]-[_] Servicing Supplement or the transactions contemplated by the 20[__]-[_] Basic Documents.  Each party to this 20[__]-[_] Servicing Supplement irrevocably waives, to the fullest extent it may do so, any objection that it may now or
          hereafter have to the laying of the venue of any such Proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

      

      

      Section 8.06.  WAIVER OF JURY TRIAL.  EACH PARTY TO THIS 20[__]-[_] SERVICING SUPPLEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
            LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY 20[__]-[_] BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY 20[__]-[_] BASIC DOCUMENT.

      

      

      Section 8.07.  Severability.  If any one or more of the
          covenants, agreements, provisions or terms of this 20[__]-[_] Servicing Supplement or the 20[__]-[_] Servicing Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from
          the remaining covenants, agreements, provisions and terms of this 20[__]-[_] Servicing Supplement or the 20[__]-[_] Servicing Agreement, as applicable, and will in no way affect the validity, legality or enforceability of the other covenants,
          agreements, provisions and terms of this 20[__]-[_] Servicing Supplement or the 20[__]-[_] Servicing Agreement.

      

      

      
        22

        
          


      

      Section 8.08.  Counterparts.  This 20[__]-[_] Servicing
          Supplement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.

      

      

      Section 8.09.  Table of Contents and Headings.  The Table
          of Contents and the various headings in this 20[__]-[_] Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 20[__]-[_] Servicing Supplement.

      

      

      Section 8.10.  Conflict with Basic Servicing Agreement.  In
          the event of any conflict between this 20[__]-[_] Servicing Supplement and the Basic Servicing Agreement, the terms of this 20[__]-[_] Servicing Supplement will prevail.

      

      

      Section 8.11.  No Recourse.  It is expressly understood and
          agreed by the parties that (i) this document is executed and delivered by BNYM, not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the
          representations, undertakings and agreements herein made on the part of the Titling Trust is made and intended not as personal representations, undertakings and agreements by BNYM but is made and intended for the purpose for binding only the
          Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYM, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly
          waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall BNYM be personally liable for the payment of any indebtedness or expenses of the Titling Trust or be liable for
          the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust under this document or any other related documents.

      

      

      Section 8.12.  Each Exchange Note Separate; Assignees of Exchange Note. 


          Each party hereto acknowledges and agrees (and each holder or pledgee of the 20[__]-[_] Exchange Note, by virtue of its acceptance of such 20[__]-[_] Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a
          separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise
          existing with respect to (a) the 20[__]-[_] Exchange Note or the related 20[__]-[_] Reference Pool shall be enforceable against such 20[__]-[_] Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b)
          any other Exchange Note, any other Reference Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20[__]-[_]
          Exchange Note or any 20[__]-[_] Lease or 20[__]-[_] Vehicle included in the 20[__]-[_] Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and
          the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20[__]-[_] Exchange Note transferred hereunder which is related to the 20[__]-[_] Reference Pool) shall not be subject to the
          claims, debts, liabilities, expenses or obligations arising from or with respect to the 20[__]-[_] Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20[__]-[_] Exchange Note or the related
          20[__]-[_] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent
          of amounts available to such Persons on a fully subordinated basis), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20[__]-[_] Exchange Note related to the 20[__]-[_] Reference Pool shall
          be entitled to maintain any action against or recover any assets allocated to the 20[__]-[_] Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20[__]-[_] Reference Pool or, the 20[__]-[_] Exchange Note, must, prior
          to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b)
          execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool
          and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

      

      

      
        23

        
          


      

      IN WITNESS WHEREOF, the parties hereto have caused this 20[__]-[_] Servicing Supplement to be duly executed by their respective officers duly authorized as
          of the day and year first above written.

      

      

      	 	
              MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer

            
	 	 	 
	 	
              By:

            	 
	 	

            	Name:
	 	

            	Title:
	 	 	 
	 	
              MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender

            
	 	 	 
	 	
              By:

            	 
	 	

            	Name:
	 	

            	
              Title:

            


      

      

      	 	
              DAIMLER TRUST,

            
	 	
              as Titling Trust

            
	 	 	 
	 	
              By:

            	
              BNY MELLON TRUST OF DELAWARE (f/k/a BNYM (Delaware))

            
	 	 	
              (f/k/a The Bank of New York (Delaware)),

            
	 	 	
              not in its individual capacity but solely as Titling Trustee

            


      

      

      	 	
              By:

            	 
	 	

            	
              Name:

            
	 	

            	
              Title:

            
	 	 	 
	 	
              DAIMLER TITLE CO.,

            
	 	
              as Collateral Agent

            
	 	 
	 	
              By:

            	 
	 	

            	
              Name:

            
	 	
              

              

            	
              Title:

            


      

      

      
        
          


      

      
      EXHIBIT A

      

      

      20[__]-[_] REFERENCE POOL ASSET SCHEDULE

      

      

      (On file with the Collateral Agent)

      

      

      
        A-1

        
          


      

      
      EXHIBIT B

      

      

      20[__]-[_] LEASE AND 20[__]-[_] VEHICLE REPRESENTATIONS AND WARRANTIES

      

      

      (i)          Origination.  The 20[__]-[_] Lease is a Stand-Alone Lease that was originated (a) by a Dealer, (b) on or after [_______] 20[__], (c) pursuant to an agreement which allows for recourse to the Dealer in the event of
          certain defects in the 20[__]-[_] Lease (but not for a default by the related Lessee) and (d) in substantial compliance with the Credit and Collection Policy.

      

      

      (ii)          Leases.  The 20[__]-[_] Lease constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of Section 9-102 of the UCC.

      

      

      (iii)         Leased Vehicle.  The related 20[__]-[_] Vehicle is a Mercedes-Benz passenger car or sport utility vehicle that was new at the time of the origination of the related 20[__]-[_] Lease and is not powered by a diesel
          engine.

      

      

      (iv)         Certificate of Title and Lienholder.  The 20[__]-[_] Vehicle was titled in a State, or the Servicer has started procedures that will result in the 20[__]-[_] Vehicle being titled, in accordance with the Titling Trust
          Agreement and in a manner acceptable to the related Registrar of Titles, and the Collateral Agent is or will be noted as lienholder of the 20[__]-[_] Vehicle (other than in Kansas, Missouri, Nebraska, Nevada or South Dakota) and such lien is a
          perfected first priority security interest.

      

      

      (v)          Lessee.  The related Lessee is a Person other than MBFS USA, any Affiliate thereof or a Governmental Authority and, at the time of origination of the 20[__]-[_] Lease, based on information provided by the Lessee, the
          Lessee is located in and has a billing address within a State.

      

      

      (vi)         Closed-End Lease; Payment in Dollars.  The 20[__]-[_] Lease is payable solely in Dollars in the United States and is a closed-end lease that provides for equal monthly payments by the Lessee, which scheduled payments, if
          made when due, fully amortize to an amount equal to the Booked Residual Value of the related 20[__]-[_] Vehicle based upon the related Contract Rate.

      

      

      (vii)        One Original.  There is only one original executed copy or one authoritative copy of the 20[__]-[_] Lease, as applicable.  The Servicer, or its custodian, has possession or control, as applicable, of such original or
          authoritative copy, which does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Titling Trust.

      

      

      (viii)      Compliance with Law.  The 20[__]-[_] Lease complied in all material respects at the time it was originated and, as of the 20[__]-[_] Cutoff Date, will comply in all material respects with all requirements of federal,
          State and local laws.

      

      

      
        B-1

        
          


      

      (ix)         Enforceability.  The 20[__]-[_] Lease was fully and properly executed by the parties thereto and such 20[__]-[_] Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee,
          enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of
          creditors’ rights in general or principles of equity (whether considered in a suit at law or in equity).

      

      

      (x)          Title to the Lease and Leased Vehicle.  Neither the 20[__]-[_] Lease nor the 20[__]-[_] Vehicle has been sold, transferred, assigned, pledged or granted by any Dealer to any Person other than the Titling Trust.  The
          Titling Trust has good and marketable title to such 20[__]-[_] Lease and 20[__]-[_] Vehicle, free and clear of any Liens (other than Permitted Liens), participations and rights of others, including, to the knowledge of the Servicer, Liens (other
          than Permitted Liens) or claims for work, labor or material relating to such 20[__]-[_] Vehicle.

      

      

      (xi)         Lease in Full Force and Effect; No Waiver.  The 20[__]-[_] Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of the 20[__]-[_] Lease has been waived in any manner that causes
          or could cause such 20[__]-[_] Lease to not qualify with the other criteria set forth herein.

      

      

      (xii)        No Defenses.  The 20[__]-[_] Lease is not subject to any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related
          Lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, set-off, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened.

      

      

      (xiii)       Assignability.  The 20[__]-[_] Lease is fully assignable and does not require the consent of the related Lessee or any other Person as a condition to any transfer, sale or assignment of the rights thereunder to the
          Titling Trust.

      

      

      (xiv)       Lease Term.  As of its origination date, the 20[__]-[_] Lease had an original Lease Term of no less than [12] months and no more than [60] months.

      

      

      (xv)        Insurance.  As of the time of origination of the 20[__]-[_] Lease, the related lease agreement required the related Lessee to obtain physical damage insurance covering the related 20[__]-[_] Vehicle.

      

      

      (xvi)       No Bankruptcy.  As of the 20[__]-[_] Cutoff Date, the Servicer has not received actual notice that the Lessee on any 20[__]-[_] Lease is a debtor in a bankruptcy proceeding.

      

      

      (xvii)      No Extensions.  The 20[__]-[_] Lease has not been extended or otherwise been deferred, but may have been modified in accordance with the Credit and Collection Policy so long as such modification did not cause such
          20[__]-[_] Lease to not qualify with the other criteria set forth herein.

      

      

      (xviii)     Delinquencies; No Payment Default.  As of the 20[__]-[_] Cutoff Date, none of the 20[__]-[_] Leases is Delinquent by more than 30 days.  As of the 20[__]-[_] Cutoff Date, none of the 20[__]-[_] Leases is a Defaulted
          Lease.

      

      

      
        B-2

        
          


      

      (xix)       Securitization Value.  As of the 20[__]-[_] Cutoff Date, each 20[__]-[_] Lease had a Securitization Value not less than $[●] and no more than $[●].

      

      

      (xx)        FICO Score.  As of its origination date, the Lessee under the 20[__]-[_] Lease had a FICO score of not less than [●].

      

      

      (xxi)       No Allocation to Other Specified Interest.  The 20[__]-[_] Lease and the related 20[__]-[_] Vehicle allocated to the 20[__]-[_] Reference Pool has not been allocated to any Reference Pool other than the 20[__]-[_]
          Reference Pool.

      

      

      (xxii)      Model Year.  The related 20[__]-[_] Vehicle has a model year between 20[__] and 20[__].

      

      

      
        B-3

        
          


      

      
      EXHIBIT C

      

      

      FORM OF MONTHLY INVESTOR REPORT

      

      

      Mercedes-Benz Auto Lease Trust 20[__]-[_]

      Investor Report

      

      

      	
              Collection Period Ended

            	
              DD-Mon-YYYY

            	
              Amounts in USD

            


      
        

        

      

      	
              Dates

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Collection Period No.

            	 	
              #

            	 	 	 
	
              Collection Period (from... to)

            	 	
              DD-Mon-YYYY

            	
              DD-Mon-YYYY

            	 	 
	
              Determination Date

            	 	
              DD-Mon-YYYY

            	 	 	 
	
              Record Date

            	 	
              DD-Mon-YYYY

            	 	 	 
	
              Payment Date

            	 	
              DD-Mon-YYYY

            	 	 	 
	
              Interest Period of the Class A-1 Notes [Floating Rate](from... to)

            	 	
              DD-Mon-YYYY

            	
              DD-Mon-YYYY

            	
              Actual/360 Days

            	
              #

            
	
              Interest Period of the Class A-2, A-3 and A-4 Notes (from... to)

            	 	
              DD-Mon-YYYY

            	
              DD-Mon-YYYY

            	
              30/360 Days

            	
              #

            


      

      

      	
              Summary

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Initial 

              Balance

            	 	 	
              Beginning 

              Balance

            	 	 	
              Ending 

              Balance

            	 	
              Principal 

              Payment

            	 	
              Principal 

              per $1000 

              Face 

              Amount

            	 	
              Note Factor

            	 
	
              Class A-1 Notes

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class A-2A Notes

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class A-2B Notes

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class A-3 Notes

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class A-4 Notes

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              [Class B Notes]

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total Note Balance

            	 	
              $

            	 	 	 	
              $

            	 	 	 	
              $

            	 	 	$	 	 	 	 	

            	 	 
	
              Overcollateralization

            	 	 	 	 	 	 	 	 	 	

            	 	 	 	 	 	 	 	

            	 	 
	
              Total Securitization Value

            	 	
              $

            	 	 	 	
              $

            	 	 	 	
              $

            	 	 	 	 	 	 	 	

            	 	 
	
              present value of lease payments

            	 	
              $

            	 	 	 	
              $

            	 	 	 	
              $

            	 	 	 	 	 	 	 	

            	 	 
	
              present value of Base Residual Value

            	 	
              $

            	 	 	 	
              $

            	 	 	 	
              $

            	 	 	 	 	 	 	 	

            	 	 


      

      

      	
              

              

            	 	
              Amount

            	 	
              Percentage

            	 
	
              Initial Overcollateralization Amount

            	 	$	 	 	

            	
              %

            	 
	
              Target Overcollateralization Amount

            	 	$	 	 	

            	
              %

            	 
	
              Current Overcollateralization Amount

            	 	$	 	 	

            	
              %

            	 


      

      

      
        C-1

        
          


      

      	
              

              

            	 	
              Interest Rate

            	 	

              Interest 

                  Payment

            	 	
              Interest per 

              $1000 Face 

              Amount

            	 	 	
              Interest & 

              Principal 

              Payment

            	 	 	
              Interest & 

              Principal 

              Payment per 

              $1000 Face 

              Amount

            	 
	
              Class A-1 Notes

            	 	
              %

            	 	 	 	$ 

            	 	 	 	 	 	$	 
	
              Class A-2[A] Notes

            	 	
              %

            	 	 	 	$	 	 	 	 	 	$	 
	
              [Class A-2B Notes

            	 	
              %

            	 	 	 	$	 	 	 	 	 	
              $]

            	 
	
              Class A-3 Notes

            	 	
              %

            	 	 	 	$	 	 	 	 	 	$	 
	
              Class A-4 Notes

            	 	
              %

            	 	 	 	$	 	 	 	 	 	$	 
	
              Class B Notes

            	 	
              %

            	 	 	 	$	 	 	 	 	 	$	 
	
              Total

            	 	 	 	$	 	 	 	 	$	 	 	 	 
	
              Total

            	 	 	 	$	 	 	 	 	$	 	 	 	 


      

      

      	 	 	
              Initial Balance

            	 	 	
              Beginning Balance

            	 	 	
              Ending Balance

            	 
	
              Exchange Note Balance

            	 	
              $

            	 	 	
              $

            	 	 	
              $

            	 


      

      

      	
              20[__]-[_] Available Collections

            
	 	$	 	 
	
              Lease Payments Received

            	$	 	 
	
              Net Sales Proceeds-early terminations (including Defaulted Leases)

            	$	 	 
	
              Net Sales Proceeds-scheduled terminations

            	$	 	 
	
              Excess wear and tear included in Net Sales Proceeds

            	$	 	 
	
              Excess mileage included in Net Sales Proceeds

            	$	 	 
	
              Repurchase Payments

            	$	 	 
	
              Advances made by the Servicer

            	$	 	 
	
              Investment Earnings

            	$	 	 
	
              Total Available Funds

            	$	 	 


      

      

      	
              Distribution on the Exchange Note

            	 	 	 
	 	 	 	 
	
              (1)   Total Servicing Fee and Nonrecoverable Servicer
                  Advances

            	 	
              $

            	 	 
	
              (2)   Exchange Note Interest Distributable Amount
                  (____%)

            	 	
              $

            	 	 
	
              (3)   Exchange Note Principal Distributable Amount

            	 	
              $

            	 	 
	
              (4)   Any amounts by which the sum payable pursuant to
                  Section 8.03(a)(i) through (vii) of the Indenture (or, if applicable, pursuant to Section 5.04(b)(i)through (vii) of the Indenture) exceed the sum of the Exchange Note Interest Distributable Amount and the Exchange Note Principal
                  Distributable Amount

            	 	
              $

            	 	 
	
              (5)   Remaining Funds Payable

            	 	
              $

            	 	 
	
              Total Distribution

            	 	
              $

            	 	 


      

      

      	
              Available Funds ABS Notes

            	 
	 	 	 	 
	
              Total Exchange Note Payments

            	 	
              $

            	 	 
	
              Reserve Account Draw Amount

            	 	
              $

            	 	 
	
              Total Available Funds

            	 	
              $

            	 	 


      

      

      
        C-2

        
          


      

      	
              ABS Note Distributions

            	 
	 	 	 	 
	
              (1)    Total
                  Trustee Fees and any Asset Representations Reviewer fees (max $[●] p.a.)

            	 	
              $

            	 	 
	
              (2)    Interest
                  Distributable Amount Class A Notes

            	 	
              $

            	 	 
	
              (3)    Priority
                  Principal Distribution Amount

            	 	
              $

            	 	 
	
              (4)    To Reserve
                  Fund to reach the Reserve Fund Required Amount

            	 	
              $

            	 	 
	
              (5)    Regular
                  Principal Distribution Amount

            	 	
              $

            	 	 
	
              (6)   Additional
                  Servicing Fee and Transition Costs

            	 	
              $

            	 	 
	
              (7)    Total
                  Trustee Fees and any Asset Representations Reviewer fees [not previously paid under (1)]

            	 	
              $

            	 	 
	
              (8)   Excess
                  Collections to Certificateholders

            	 	
              $

            	 	 
	
              Total Distribution

            	 	 	 	 


      

      

      	
              Distribution Detail

            	 
	 	 	 	 	 
	 	
              Amount 

              Due

            	
              Amount 

              Paid

            	
              Shortfall

            	 
	
              Total Servicing Fee

            	 	 	 	 
	
              Total Trustee Fee

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              Monthly Interest Distributable Amount

            	 	 	 	 
	
              thereof on Class A-1 Notes

            	 	 	 	 
	
              thereof on Class A-2A Notes

            	 	 	 	 
	
              thereof on Class A-2B Notes

            	 	 	 	 
	
              thereof on Class A-3 Notes

            	 	 	 	 
	
              thereof on Class A-4 Notes

            	 	 	 	 
	
              thereof on Class B Notes

            	 	 	 	 
	 	 	 	 	 
	
              Interest Carryover Shortfall Amount

            	 	 	 	 
	
              thereof on Class A-1  Notes

            	 	 	 	 
	
              thereof on Class A-2A Notes

            	 	 	 	 
	
              thereof on Class A-2B Notes

            	 	 	 	 
	
              thereof on Class A-3 Notes

            	 	 	 	 
	
              thereof on Class A-4 Notes

            	 	 	 	 
	
              thereof on Class B Notes

            	 	 	 	 
	
              Interest Distributable Amount Class [__]Notes

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              Priority Principal Distribution Amount

            	 	 	 	 
	 	 	 	 	 
	
              Regular Principal Distribution Amount

            	 	 	 	 
	 	 	 	 	 
	
              Principal Distribution Amount

            	 	 	 	 


      

      

      	
              Reserve Fund and Investment Earnings

            
	
              Reserve Fund

            
	 	 
	
              Reserve Fund Required Amount

            	 
	 	 
	
              Reserve Fund Amount - Beginning Balance

            	 
	
              plus top up Reserve Fund up to the Required Amount

            	 
	
              plus Net Investment Earnings for the Collection Period

            	 
	
              minus Net Investment Earnings

            	 
	
              minus Reserve Fund Draw Amount

            	 
	
              Reserve Fund Amount - Ending Balance

            	 
	 	 
	
              Reserve Fund Deficiency

            	 
	 	 
	
              Investment Earnings

            	 
	 	 
	
              Net Investment Earnings on the Reserve Fund

            	 
	
              Net Investment Earnings on the Exchange Note

            	 
	
              Collection Account

            	 
	
              Investment Earnings for the Collection Period

            	 


      

      

      
        C-3

        
          


      

      	
              Notice to Investors

            	 
	 	 	 	 
	
              Pool Statistics

            	 
	 	 	 	 
	
              Pool Data

            	 
	 	
              Amount

            	
              Number of Leases

            	 
	
              Cutoff Date Securitization Value

            	 	 	 
	 	 	 	 
	
              Securitization Value beginning of Collection Period

            	 	 	 
	
              Principal portion of lease payments

            	 	 	 
	
              Terminations- Early

            	 	 	 
	
              Terminations- Scheduled

            	 	 	 
	
              Repurchase Payment (excluding interest)

            	 	 	 
	
              Gross Losses

            	 	 	 
	
              Securitization Value end of Collection Period

            	 	 	 


      

      

      	
              Pool Factor

            	
              %

            	 	 
	 	 	 	 
	 	
              As of Cutoff Date

            	
              Current

            	 
	 	 	 	 
	
              Weighted Average Securitization Rate

            	 	 	 
	 	 	 	 
	
              Weighted Average Remaining Term (months)

            	 	 	 
	
              Weighted Average Seasoning (months)

            	 	 	 
	
              Aggregate Base Residual Value

            	 	 	 
	
              Cumulative Turn-in Ratio

            	 	 	 
	
              Proportion of base prepayment assumption realized life to date

            	 	 	 
	
              Actual lifetime prepayment speed

            	 	 	 


      

      

      	
              Delinquency Profile

            	 
	 	 	 	 	 
	
              Delinquency Profile*

            	
              Amount **

            	
              Number of Leases

            	
              Percentage

            	 
	
              Current

            	 	 	 	 
	
              31-60 Days Delinquent

            	 	 	 	 
	
              61-90 Days Delinquent

            	 	 	 	 
	
              91-120 Days Delinquent

            	 	 	 	 
	
              Total

            	 	 	 	 


      *A lease is not considered delinquent if the amount past due is less than 10% of the payment due under such lease

      **Based on the actual Securitization Value of the respective leases"

      

      

      Delinquency Trigger:

      60+ Delinquent Leases to EOP Aggregate Securitization Value: [●]%

      Delinquency Trigger Occurred?          [Y/N]

      

      

      
        C-4

        
          


      

      	
              Loss Statistics

            	 
	 	 	 	 	 	 
	
              Credit Loss

            	
              Current 

              Amount

            	
              Cumulative 

              Number of 

              Leases

            	
              Amount

            	
              Number of 

              Leases

            	 
	
              Securitization Value of Defaulted Leases, Beg of Collection Period

            	 	 	 	 	 
	
              Liquidation Proceeds

            	 	 	 	 	 
	
              Recoveries

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Principal Net Credit Loss / (Gain)

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Net Credit Loss / (Gain) as % of Average Securitization Value (annualized):

            	 	 	 	 	 
	
              Current Collection Period

            	 	 	 	 	 
	
              Prior Collection Period

            	 	 	 	 	 
	
              Second Prior Collection Period

            	 	 	 	 	 
	
              Third Prior Collection Period

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Four Month Average

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Cumulative Net Credit Loss / (Gain) as % of Cutoff Date Securitization Value

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Average Net Credit Loss / (Gain)

            	 	 	 	 	 


      

      

      	
              Residual Loss

            	
              Current 

              Amount

            	
              Cumulative 

              Number of 

              Leases

            	
              Amount

            	
              Number of 

              Leases

            	 
	
              Securitization Value of Liquidated Leases, Beg of Collection Period

            	 	 	 	 	 
	
              Sales Proceeds and Other Payments Received

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Residual Loss / (Gain)

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Residual Loss / (Gain) as % of Average Securitization Value (annualized):

            	 	 	 	 	 
	
              Current Collection Period

            	 	 	 	 	 
	
              Prior Collection Period

            	 	 	 	 	 
	
              Second Prior Collection Period

            	 	 	 	 	 
	
              Third Prior Collection Period

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Four Month Average

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Cumulative Residual Loss / (Gain) as % of Cutoff Date Securitization Value

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Average Residual Loss / (Gain)

            	 	 	 	 	 


      

      

      [For the first Monthly Investor Report following the Closing Date:]

      [The fair value of the Notes and the Certificates on the Closing Date is summarized as follows:

      

      

      Class A-1 Notes $M (%), Class A-2A Notes $M (%), Class A-2B Notes $M (%), Class A-3 Notes $M (%), Class A-4 Notes $M (%),
          Class B Notes $M (%),Certificates $M (%), Total $M (%).

      

      

      
        C-5

        
          


      

      The Depositor must retain a percentage interest in the Certificates with a fair value of at least 5% of the aggregate value of the Notes and Certificates,
          or $[insert dollar amount equal to 5% of the aggregate value of the Notes and Certificates], according to Regulation RR.

       

      

      [Description of material differences, if any, in methodology or key inputs and assumptions.]

      

      

      
        C-6

        
          


      

      
      EXHIBIT D

      FORM OF PERFORMANCE CERTIFICATION

      

      

      Re:  Mercedes-Benz Auto Lease Trust 20[__]-[_]

      

      

      The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification
          Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer pursuant to the
          Sarbanes-Oxley Act of 2002:

      

      

      1.            I have reviewed:

      

      

      (i)          the servicer compliance statement
          of the Servicer provided in the form specified by Item 1123 of Regulation AB (the “Compliance Statement”);

      

      

      (ii)          the report on assessment of the
          Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange
          Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”);

      

      

      (iii)        the registered public accounting
          firm’s attestation report provided in the form specified by Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”); and

      

      

      (iv)        all servicing reports, officer’s
          certificates and other information relating to the servicing of the 20[__]-[_] Leases and 20[__]-[_] Vehicles by the Servicer during 20___ that were delivered by the Servicer to the Indenture Trustee pursuant to the Agreement (collectively, the
          “Servicing Information”).

      

      

      2.            Based on my knowledge, the Servicing Information,
          taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with
          respect to the period of time covered by the Servicing Information.

      

      

      3.            Based on my knowledge, all of the Servicing
          Information required to be provided by the Servicer under the Agreement has been provided to the Indenture Trustee.

      

      

      4.            I am responsible for reviewing the activities
          performed by Mercedes-Benz Financial Services USA LLC, as Servicer (the “Servicer”) under the 20[__]-[_] Servicing Supplement, dated as of [_______ _], 20[__] (the “Agreement”), among Mercedes Benz Financial Services USA LLC, as the lender (in
          such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), Daimler Trust (the “Titling Trust”) and Daimler Title Co., as collateral agent (the “Collateral Agent”), and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects.

      

      

      
        D-1

        
          


      

      5.            The Compliance Statement required to be delivered by
          the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Indenture Trustee.  Any material instances of noncompliance
          described in such reports have been disclosed to the Transferor.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

      

      

      Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Agreement.

      

      

      	
              Date: 

                

            	 	 	 	 
	 	 	 	 	 
	 	 	 	
              MERCEDES-BENZ FINANCIAL SERVICES USA LLC

            
	 	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              

              

            	
              Name:

            
	 	 	 	
              

              

            	
              Title:

            


      

      

      
        D-2

        
          


      

      
      EXHIBIT E

      

      

      SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      

      

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

      

      

      	
              Reference

            	
              Criteria

            	
              Applicable Servicing 

              Criteria

            	
              Responsible 

              Party

            
	 	
              General Servicing Considerations

            	 	 
	
              1122(d)(1)(i)

            	
              Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the
                  transaction agreements.

            	 	
              Servicer

            
	
              1122(d)(1)(ii)

            	
              If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

            	 	
              Servicer

               

            
	
              1122(d)(1)(iii)

            	
              Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.

            	
              N/A

            	 
	
              1122(d)(1)(iv)

            	
              A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting
                  period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

            	 	 
	
              1122(d)(1)(v)

            	
              Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

            	 	
              Servicer

            
	 	
              Cash Collection and Administration

            	 	 
	
              1122(d)(2)(i)

            	
              Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two
                  business days following receipt, or such other number of days specified in the transaction agreements.

            	 	
              Servicer

               

            
	
              1122(d)(2)(ii)

            	
              Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

            	
              N/A for obligor disbursements

            	
              Servicer

               

            
	
              1122(d)(2)(iii)

            	
              Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
                  advances, are made, reviewed and approved as specified in the transaction agreements.

            	 	
              Servicer

               

            
	
              1122(d)(2)(iv)

            	
              The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are
                  separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

            	 	
              Servicer

               

            


      

      

      
        E-1

        
          


      

      	
              Reference

            	Criteria	
              Applicable Servicing 

              Criteria

            	
              Responsible 

              Party

            
	
              1122(d)(2)(v)

            	
              Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For
                  purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

            	 	
              Indenture Trustee

            
	
              1122(d)(2)(vi)

            	
              Unissued checks are safeguarded so as to prevent unauthorized access.

            	
              N/A

            	 
	
              1122(d)(2)(vii)

            	
               Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and
                  related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C)
                  reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or
                  such other number of days specified in the transaction agreements.

            	 	
              Servicer

              Indenture Trustee

            
	 	
              Investor Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

            	
              Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and
                  applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets
                  serviced by the Servicer.

            	 	
              Servicer

               

            
	
              1122(d)(3)(ii)

            	
              Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the
                  transaction agreements.

            	 	
              Servicer

              Indenture Trustee

            
	
              1122(d)(3)(iii)

            	
              Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days
                  specified in the transaction agreements.

            	 	
              Servicer

              Indenture Trustee

            
	
              1122(d)(3)(iv)

            	
              Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank
                  statements.

            	 	
              Servicer Indenture Trustee

            


      

      

      
        E-2

        
          


      

      	Reference	Criteria	
              Applicable Servicing 

              Criteria

            	
              Responsible 

              Party

            
	 	
              Pool Asset Administration

            	 	 
	
              1122(d)(4)(i)

            	
              Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.

            	 	
              Servicer

            
	
              1122(d)(4)(ii)

            	
              Pool assets and related documents are safeguarded as required by the transaction agreements

            	 	
              Servicer

            
	
              1122(d)(4)(iii)

            	
              Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
                  requirements in the transaction agreements.

            	 	
              Servicer

               

            
	
              1122(d)(4)(iv)

            	
              Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer’s
                  obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the
                  related pool asset documents.

            	 	
              Servicer

            
	
              1122(d)(4)(v)

            	
              The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

            	 	
              Servicer

            
	
              1122(d)(4)(vi)

            	
              Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and
                  approved by authorized personnel in accordance with usual customary procedures.

            	 	
              Servicer

            
	
              1122(d)(4)(vii)

            	
              Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
                  repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.

            	 	
              Servicer

            
	
              1122(d)(4)(viii)

            	
              Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction
                  agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone
                  calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

            	 	
              Servicer

            
	
              1122(d)(4)(ix)

            	
              Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset
                  documents.

            	
              N/A

            	 


      

      

      
        E-3

        
          


      

      
      	Reference	Criteria	
              Applicable Servicing 

              Criteria

            	
              Responsible 

              Party

            
	
              1122(d)(4)(x)

            	
              Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
                  pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state
                  laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

            	
              N/A

            	 
	
              1122(d)(4)(xi)

            	
              Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
                  as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction
                  agreements.

            	
              N/A

            	 
	
              1122(d)(4)(xii)

            	
              Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not
                  charged to the obligor, unless the late payment was due to the obligor’s error or omission.

            	
              N/A

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or
                  such other number of days specified in the transaction agreements.

            	
              N/A

            	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

            	 	
              Servicer

            
	
              1122(d)(4)(xv)

            	
              Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in the transaction agreements.

            	
              N/A

            	 


      

      

      	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      
        E-4

        
          


      

      
        
          
          
            APPENDIX 1

            
               

              USAGE AND DEFINITIONS

               

              USAGE

               

              The following rules of construction and usage are applicable to this Appendix and to any agreement that incorporates this
                  Appendix and any certificate or other document made or delivered pursuant to any such agreement:

               

              (a)          All terms defined in this
                  Appendix, unless otherwise defined in any agreement that incorporates this Appendix or any certificate or other document made or delivered pursuant to any such agreement, have the meanings assigned in this Appendix.

               

              (b)          Accounting terms not
                  defined in this Appendix or in any such agreement, certificate or other document, and accounting terms partly defined in this Appendix or in any such agreement, certificate or other document, to the extent not defined, have the respective
                  meanings given to them under International Financial Reporting Standards as in effect on the date of such agreement, certificate or other document.  To the extent that the definitions of accounting terms in this Appendix or in any such
                  agreement, certificate or other document are inconsistent with the meanings of such terms under International Financial Reporting Standards, the definitions contained in this Appendix or in any such agreement, certificate or other
                  document will control.

               

              (c)          References to words such as
                  “this Agreement”, “herein”, “hereof” and the like shall refer to an agreement that incorporates this Appendix as a whole and not to any particular part, Article or Section within such agreement.  References in an agreement to “Article”,
                  “Section”, “Exhibit”, “Schedule”, “Appendix”, “subsection” or another subdivision or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, appendix, subsection or other subdivision of or an
                  attachment to such agreement.  The term “or” means “and/or” and the term “including” means “including without limitation”.

               

              (d)          The definitions contained
                  in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

               

              (e)          Any agreement or statute
                  defined or referred to in this Appendix or in any agreement that incorporates this Appendix means such agreement or statute as from time to time amended, modified, supplemented or replaced, including (in the case of agreements) by waiver
                  or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements) references to all attachments thereto and instruments incorporated therein and (in the case of statutes) any
                  rules and regulations promulgated thereunder and any judicial and administrative interpretations thereof.

               

              (f)          References to a Person are
                  also to its permitted successors and assigns.

               

              
                A1-1

                
                  


              

              (g)          References to deposits,
                  transfers and payments of any amounts refer to deposits, transfers or payments of such amounts in immediately available funds; and the term “proceeds” has the meaning ascribed to such term in the UCC.

               

              (h)          Except where “not less than
                  zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

               

              DEFINITIONS

               

              “20[__]-[_] ABS Notes” or “Notes” means the Class A 1 Notes, the Class A 2[A] Notes, [the Class A-2B Notes,] the Class A-3 Notes, the Class A-4 Notes [and the Class B Notes], in each case, substantially in the
                  form of Exhibit A to the Indenture.

               

              “20[__]-[_] Administration Agreement” means the
                  20[__]-[_] Administration Agreement, dated as of [______ __], 20[__], among the Issuer, the Administrator and the Indenture Trustee.

               

              “20[__]-[_] Aggregate Base Residual Value” means, as
                  of any date, the aggregate of the Base Residual Values of the 20[__]-[_] Leases as of such date.

               

              “20[__]-[_] Aggregate Securitization Value” means,
                  as of any date, the aggregate of the Securitization Values of the 20[__]-[_] Leases as of such date.

               

              “20[__]-[_] Available Collections” means, for any
                  Payment Date and the related Collection Period, the sum of (i) all amounts distributed to the 20[__]-[_] Exchange Noteholder pursuant to Section 5.01 of the 20[__]-[_] Exchange Note Supplement and (ii) investment earnings, net of any
                  applicable investment losses and expenses, on funds on deposit in the 20[__]-[_] Bank Accounts.

               

              “20[__]-[_] Available Funds” means, for any Payment
                  Date and the related Collection Period, the sum of (i) 20[__]-[_] Available Collections and (ii) the 20[__]-[_] Reserve Account Draw Amount.

               

              “20[__]-[_] Available Funds Shortfall Amount” means,
                  for any Payment Date and the related Collection Period, the amount, if any, by which 20[__]-[_] Available Collections is less than the amount necessary to make the distributions in clauses (i) through (iii) of Section 8.03(a) of the
                  Indenture.

               

              “20[__]-[_] Bank Accounts” means the 20[__]-[_]
                  Exchange Note Collection Account, the 20[__]-[_] Distribution Account and the 20[__]-[_] Reserve Account.

               

              “20[__]-[_] Basic Documents” means (i) the Basic
                  Documents, (ii) the 20[__]-[_] Servicing Supplement, (iii) the 20[__]-[_] Exchange Note Supplement, (iv) the Control Agreements, (v) the First-Tier Sale Agreement, (vi) the Second-Tier Sale Agreement, (vii) the Indenture, (viii) the
                  20[__]-[_] Administration Agreement, (ix) the Trust Agreement and (x) the Asset Representations Review Agreement.

               

              “20[__]-[_] Closing Date” means [______ __], 20[__].

               

              
                A1-2

                
                  


              

              “20[__]-[_] Collateral” has the meaning specified in
                  the Granting Clause of the Indenture.

               

              “20[__]-[_] Collections” means, for any Payment Date
                  and the related Collection Period, the net amount collected or received by the Servicer on or in respect of the 20[__]-[_] Leases and 20[__]-[_] Vehicles during or in respect of such Collection Period and transferred to the 20[__]-[_]
                  Exchange Note Collection Account in respect of (i) Base Monthly Payments (including Payments Ahead when received) and any other payments under the 20[__]-[_] Leases, in each case excluding any Administrative Charges, (ii) Repurchase
                  Payments, (iii) Net Liquidation Proceeds, (iv) Excess Mileage/Wear and Tear Fees, (v) proceeds of Dealer Recourse Rights, (vi) Pull Ahead Payments, (vii) Servicer Advances made by the Servicer and (viii) in the case of an optional
                  termination pursuant to Section 5.01 of the 20[__]-[_] Servicing Supplement, the price specified in such Section; provided, however, that 20[__]-[_] Collections shall not include (1) any amounts received with respect to a 20[__]-[_] Lease
                  for which a Repurchase Payment was included in the Collections for any prior Collection Period and (2) any payments received on any 20[__]-[_] Lease to the extent that the Servicer has previously made a Servicer Advance with respect to
                  such 20[__]-[_] Lease and is entitled to reimbursement from such payment.

               

              “20[__]-[_] Cutoff Date” means, with respect to the
                  20[__]-[_] Reference Pool, the close of business on [______ __], 20[__].

               

              “20[__]-[_] Cutoff Date Aggregate Securitization Value”
                  means $[●], the 20[__]-[_] Aggregate Securitization Value as of the 20[__]-[_] Cutoff Date.

               

              “20[__]-[_] Distribution Account” means the account
                  designated as such pursuant to Section 4.01(a)(ii) of the 20[__]-[_] Servicing Supplement.

               

              “20[__]-[_] Exchange Note” means the note,
                  substantially in the form set forth in Exhibit A to the 20[__]-[_] Exchange Note Supplement, duly executed and authenticated in accordance with the Basic Collateral Agency Agreement and the 20[__]-[_] Exchange Note Supplement.

               

              “20[__]-[_] Exchange Note Balance” means, as of any
                  date, the 20[__]-[_] Exchange Note Initial Principal Balance, reduced by payments of principal made on or prior to such date on the 20[__]-[_] Exchange Note.

               

              “20[__]-[_] Exchange Note Collection Account” means
                  the account designated as such pursuant to Section 4.01(a)(i) of the 20[__]-[_] Servicing Supplement.

               

              “20[__]-[_] Exchange Note Final Scheduled Payment Date”
                  means [______ __], 20[__].

               

              “20[__]-[_] Exchange Note Initial Principal Balance”
                  means $[●], which is approximately [●]% of the 20[__]-[_] Cutoff Date Aggregate Securitization Value.

               

              “20[__]-[_] Exchange Note Interest Distributable Amount”
                  means, with respect to any Payment Date and the related 20[__]-[_] Exchange Note Interest Period, the amount equal to the sum of (i) the aggregate amount of interest accrued on the 20[__]-[_] Exchange Note Balance at the 20[__]-[_]
                  Exchange Note Interest Rate for the related 20[__]-[_] Exchange Note Interest Period, plus (ii) the portion of the 20[__]-[_] Exchange Note Interest Distributable Amount, if any, that was not paid on any prior Payment Date plus interest
                  on such unpaid amount, to the extent permissible by law, at the 20[__]-[_] Exchange Note Interest Rate.

               

              
                A1-3

                
                  


              

              “20[__]-[_] Exchange Note Interest Period” means,
                  with respect to the 20[__]-[_] Exchange Note and any Payment Date, the period from and including the 15th day of the month in which the preceding Payment
                  Date occurred (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the 20[__]-[_] Closing Date) to but excluding the 15th day of the month in which such Payment Date occurs.

               

              “20[__]-[_] Exchange Note Interest Rate” means a
                  fixed rate of [●]% per annum.

               

              “20[__]-[_] Exchange Note Issuance Date” means the
                  20[__]-[_] Closing Date.

               

              “20[__]-[_] Exchange Note Principal Distributable Amount”
                  means, with respect to any Payment Date and the related Collection Period, the amount equal to the sum of (i) the difference between (a) the 20[__]-[_] Aggregate Securitization Value as of the close of business on the last day of the
                  immediately preceding Collection Period, less (b) the 20[__]-[_] Aggregate Securitization Value as of the close of business on the last day of the related Collection Period, plus (ii) the portion of the 20[__]-[_] Exchange Note Principal
                  Distributable Amount, if any, that was not paid on one or more prior Payment Dates; provided, that, for each Payment Date occurring on or after the Exchange Note Final Scheduled Payment Date, the 20[__]-[_] Exchange Note Distributable
                  Payment Amount will equal the entire outstanding 20[__]-[_] Exchange Note Balance as of such Payment Date.

               

              “20[__]-[_] Exchange Note Purchase Date” means, with
                  respect to the purchase of the 20[__]-[_] Exchange Note pursuant to Section 5.01 of the 20[__]-[_] Servicing Supplement, the Payment Date specified by the Servicer pursuant to such Section.

               

              “20[__]-[_] Exchange Note Purchase Price” means an
                  amount equal to the 20[__]-[_] Exchange Note Balance as of the 20[__]-[_] Exchange Note Purchase Date, plus accrued and unpaid interest thereon.

               

              “20[__]-[_] Exchange Note Supplement” means the
                  20[__]-[_] Exchange Note Supplement to the Basic Collateral Agency Agreement, dated as of [______ __], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee.

               

              “20[__]-[_] Exchange Noteholder” means initially,
                  MBFS USA and, after giving effect to the transactions contemplated by the First-Tier Sale Agreement and the Second-Tier Sale Agreement, the Issuer.

               

              “20[__]-[_] Lease” means a Lease identified as a
                  “20[__]-[_] Lease” in the Schedule of 20[__]-[_] Reference Pool Assets and included in the 20[__]-[_] Reference Pool, excluding any Lease for which the Repurchase Payment has been paid by the Servicer pursuant to Section 3.05(a) of the
                  20[__]-[_] Servicing Supplement.

               

              
                A1-4

                
                  


              

              “20[__]-[_] Lease File” means, with respect to each
                  20[__]-[_] Lease, the related Lease File.

               

              “20[__]-[_] Reference Pool” means the Collateral
                  Leases and Collateral Vehicles listed on the Schedule of 20[__]-[_] Reference Pool Assets.

               

              “20[__]-[_] Reference Pool Servicing Fee” means,
                  with respect to any Collection Period, (i) the product of (a) one-twelfth of [1.00%] (or, with respect to the first Payment Date, one-sixth of [1.00%]) and (b) the 20[__]-[_] Exchange Note Balance of the first day of such Collection
                  Period, plus (ii) the portion, if any, of the 20[__]-[_] Reference Pool Servicing Fee for one or more prior Collection Periods that has not been paid.

               

              “20[__]-[_] Reserve Account” means the account
                  established pursuant to Section 4.01(a)(iii) of the 20[__]-[_] Servicing Supplement.

               

              “20[__]-[_] Reserve Account Draw Amount” means, for
                  any Payment Date and the related Collection Period, the lesser of (i) the amount on deposit in the 20[__]-[_] Reserve Account and (ii) the 20[__]-[_] Available Funds Shortfall Amount; provided, however, that, if on the last day of such
                  Collection Period the Note Balance is zero, the 20[__]-[_] Reserve Account Draw Amount for that Payment Date will equal the amount on deposit in and available for withdrawal from the 20[__]-[_] Reserve Account after giving effect to all
                  deposits to and withdrawals from the 20[__]-[_] Reserve Account on the preceding Payment Date.

               

              “20[__]-[_] Secured Parties” means the Noteholders.

               

              “20[__]-[_] Servicing Agreement” means the Basic
                  Servicing Agreement, as supplemented by the 20[__]-[_] Servicing Supplement.

               

              “20[__]-[_] Servicing Supplement” means the
                  20[__]-[_] Supplement to the Basic Servicing Agreement, dated as of [______ __], 20[__], among the Servicer, the Lender, the Titling Trust and the Collateral Agent.

               

              “20[__]-[_] Vehicle” means the new Mercedes-Benz
                  passenger cars, sport utility vehicles and crossovers and smart automobiles allocated to the 20[__]-[_] Reference Pool.

               

              “ABS Control Agreement” means the 20[__]-[_]
                  Collateral Account Control Agreement, dated as of [______ __], 20[__], among the Issuer, the Indenture Trustee and [●], in its capacity as a securities intermediary.

               

              “Additional Servicing Fee” means, with respect to
                  any Payment Date and the related Collection Period, if a Successor Servicer has been appointed pursuant to the 20[__]-[_] Servicing Agreement, the amount, if any, by which (i) the compensation payable to such Successor Servicer for such
                  Collection Period exceeds (ii) the 20[__]-[_] Reference Pool Servicing Fee for such Collection Period.

               

              “Administrator” means MBFS USA, in its capacity as
                  Administrator pursuant to the 20[__]-[_] Administration Agreement, and its successors in such capacity.

               

              
                A1-5

                
                  


              

              “ADR Organization” means the American Arbitration
                  Association or, if the American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration
                  organization selected by the Servicer.

               

              “ADR Rules” means the relevant rules of the ADR
                  Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

               

              “Aggregate Scheduled Securitization Value” means, as
                  of any date, the aggregate of the Scheduled Securitization Values of the 20[__]-[_] Leases as of such date.

               

              “ALG Current Residual Value” means, with respect to
                  a 20[__]-[_] Lease, the expected wholesale value of the related 20[__]-[_] Vehicle at its Maturity Date based on a residual value estimate of Book [_] ([_______] edition) provided by Automotive Lease Guide in [_______], 20[__].

               

              “ALG Residual Value” means, with respect to a
                  20[__]-[_] Lease, the expected wholesale value of a 20[__]-[_] Vehicle at its Maturity Date based on a residual value estimate provided by the Automobile Lease Guide at the time such 20[__]-[_] Lease was originated.

               

              “Applicable Anti-Money Laundering Law” means the
                  Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law
                  October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the Financial Crimes Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in
                  effect from time to time applicable to banking institutions.

               

              “Asset Representations Review Agreement” means the
                  Asset Representations Review Agreement, dated as of [______ __], 20[__], among the Issuer, the Servicer, the Administrator and the Asset Representations Reviewer.

               

              “Asset Representations Reviewer” means [●], a [●].

               

              “Authenticating Agent” has the meaning specified in
                  the Indenture.

               

              “Authorized Officer” means (i) the “Authorized
                  Officers” listed under the definition of the term “Authorized Officer” in Appendix A to the Collateral Agency Agreement; (ii) in the case of the Transferor, those individuals determined pursuant to Section 4.18(a) of the Transferor LLC
                  Agreement; (iii) in the case of the Issuer or the Owner Trustee, any officer of the Owner Trustee or any agent acting pursuant to a power of attorney by the Issuer or the Owner Trustee who is authorized to act for the Issuer or the Owner
                  Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the 20[__]-[_] Closing Date (as such list may be modified or supplemented from
                  time to time thereafter) and, so long as the 20[__]-[_] Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the
                  Administrator pursuant to the 20[__]-[_] Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the 20[__]-[_] Closing Date (as such list may be
                  modified or supplemented from time to time thereafter); and (iv) in the case of the Indenture Trustee and the Note Registrar, any officer within the Corporate Trust Office of such Person, including any vice president, assistant vice
                  president, assistant treasurer, assistant secretary or any other officer of such Person, customarily performing functions similar to those performed by any of the above designated and also, with respect to a particular matter, any other
                  officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

               

              
                A1-6

                
                  


              

              “Base Residual Value” means, with respect to a
                  20[__]-[_] Lease, the lowest of the (i) Residual Value, (ii) the ALG Residual Value and (iii) the ALG Current Residual Value.

               

              “Benefit Plan” means (i) an “employee benefit plan”,
                  as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan”, as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets include “plan
                  assets” by reason of such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) or any governmental, church,
                  non‐U.S. or other plan that is subject to a Similar Law.

               

              “Benefit Plan Investor” means (i) an “employee
                  benefit plan”, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan”, as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets
                  include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA).

               

              “Book-Entry Notes” means a beneficial interest in
                  the 20[__]-[_] ABS Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

               

              “Business Day” means a day other than a Saturday, a
                  Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Delaware, the State of Michigan, the State of Illinois or the State of Minnesota, are authorized by law, regulation or executive order
                  to be closed.

               

              “Certificate” means the Issuer’s Asset Backed
                  Certificates issued pursuant to the Trust Agreement, substantially in the form of Exhibit B to the Trust Agreement.

               

              “Certificate Percentage Interest” means, with
                  respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of the holder of such Certificate in the Issuer.  The initial Certificate
                  Percentage Interest held by the Depositor shall be 100%.

               

              “Certificateholder” means the Person in whose name a
                  Certificate is registered on the Certificate Register.

               

              
                A1-7

                
                  


              

              “Certification Parties” means, collectively, the
                  Certifying Person and the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates.

               

              “Certifying Person” means an individual who signs
                  the Sarbanes-Oxley Certification.

               

              “Class” means a group of Notes whose form is
                  identical except for variation in denomination, principal amount or owner, and references to “each Class” thus mean each of the Class A-1 Notes, the Class A-2[A] Notes, [the Class A-2B Notes,] the Class A-3 Notes , the Class A-4 Notes and
                  [the Class B Notes].

               

              “Class A Notes” means the Class A-1 Notes, the Class
                  A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, collectively.

               

              “Class A-1 Final Scheduled Payment Date” means
                  [______ __], 20[__].

               

              “Class A-1 Interest Rate” means [●]% per annum
                  (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).

               

              “Class A-1 Note Balance” means, as of any date, the
                  Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes.

               

              “Class A-1 Notes” means the $[●] aggregate principal
                  amount of the Issuer’s [●]% Class A-1 Asset Backed Notes, issued pursuant to the Indenture.

               

              “Class A-2 Final Scheduled Payment Date” means
                  [______ __], 20[__].

               

              [“Class A-2 Notes” means the Class A-2A Notes and
                  the Class A-2B Notes.]

               

              “Class A-2[A] Interest Rate” means [●]% per annum
                  (computed on the basis of a 360-day year of twelve 30-day months).

               

              “Class A-2[A] Note Balance” means, as of any date,
                  the Initial Class A-2A Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2A Notes.

               

              “Class A-2[A] Notes” means the $[●] aggregate
                  principal amount of the Issuer’s __% Class A-2[A] Asset Backed Notes, issued pursuant to the Indenture.

               

              [“Class A-2B Interest Rate” means [LIBOR +[●]%] per
                  annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

               

              [“Class A-2 B Note Balance” means, as of any date,
                  the Initial Class A-2B Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2B Notes.]

               

              [“Class A-2B Notes” means the $__________ aggregate
                  principal amount of the Issuer’s means [LIBOR +[●]%] Class A-2B Asset Backed Notes, issued pursuant to the Indenture].

               

              “Class A-3 Final Scheduled Payment Date” means
                  [______ __], 20[__].

               

              
                A1-8

                
                  


              

              “Class A-3 Interest Rate” means [●]% per annum
                  (computed on the basis of a 360-day year of twelve 30-day months).

               

              “Class A-3 Note Balance” means, as of any date, the
                  Initial Class A-3 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3 Notes.

               

              “Class A-3 Notes” means the $[●] aggregate principal
                  amount of the Issuer’s [●]% Class A-3 Asset Backed Notes, issued pursuant to the Indenture.

               

              “Class A-4 Final Scheduled Payment Date” means
                  [______ __], 20[__].

               

              “Class A-4 Interest Rate” means [●]% per annum
                  (computed on the basis of a 360-day year of twelve 30-day months).

               

              “Class A-4 Note Balance” means, as of any date, the
                  Initial Class A-4 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4 Notes.

               

              “Class A-4 Notes” means the $[●] aggregate principal
                  amount the Issuer’s [●]% Class A-4 Asset Backed Notes, issued pursuant to the Indenture.

               

              [“Class B Final Scheduled Payment Date” means
                  [__________], 20[__] (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

               

              “Class B Interest Rate” means [●]% per annum
                  (computed on the basis of a 360-day year of twelve 30-day months).

               

              “Class B Note Balance” means, as of any date, the
                  Initial Class B Note Balance reduced by all payments of principal made on or prior to such date on the Class B Notes.

               

              “Class B Notes” means the $[●] aggregate principal
                  amount the Issuer’s [●]% Class B Notes, issued pursuant to the Indenture.]

               

              “Clearing Agency” means an organization registered
                  as a “clearing agency” pursuant to Section 17A of the Exchange Act and shall initially be DTC.

               

              “Clearing Agency Participant” means a broker,
                  dealer, bank or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

               

              “Collection Period” means, with respect to any
                  Payment Date, the immediately preceding calendar month (or, in the case of the first Collection Period, the period from but excluding the 20[__]-[_] Cutoff Date to and including the last day of the calendar month immediately preceding the
                  calendar month in which the first Payment Date occurs).

               

              “Commission” means the Securities and Exchange
                  Commission.

               

              [“Controlling Class” means the Holders of the
                  [20[__]-[__] ABS Notes][Class A Notes for so long as any Class thereof is Outstanding and thereafter the Class B Notes].]

               

              
                A1-9

                
                  


              

              “Control Agreements” means the ABS Control Agreement
                  and the Titling Trust Control Agreement.

               

              “Corporate Trust Office” means, with respect to

               

              (i)           the Indenture Trustee
                  and, for so long as the Indenture Trustee is the Note Registrar, the Note Registrar, the office of the Indenture Trustee at which its corporate trust business is administered, which on the 20[__]-[_] Closing Date is located at:

               

              [______________________]

              [______________________]

               

              [______________________]

               

              Attention:  __________

              E-mail: _________@_________.com

              Telephone:  [______________________]

              Fax:  [______________________]

               

              or at such other address as each party may designate by notice to the Borrower, the Servicer and each Noteholder; and

               

              (ii)          the Owner Trustee, the
                  office of the Owner Trustee at which its corporate trust business is administered, which on the 20[__]-[_] Closing Date is located at:

               

              [______________________]

              [______________________]

               

              [______________________]

               

              Attention:  __________

              E-mail: _________@_________.com

              Telephone:  [______________________]

              Fax:  [______________________]

               

              or at such other address as the Owner Trustee may designate by notice to the Indenture Trustee and the Transferor, or the
                  principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Indenture Trustee and the Transferor.

               

              “Default” means any occurrence that with notice or
                  the lapse of time or both would become an Event of Default.

               

              “Defaulted Lease” means any Lease with respect to
                  which, at any time prior to its Maturity Date, (i) an amount equal to 10% or more of any related Base Monthly Payment remains unpaid for 120 days or more from the related Payment Due Date, (ii) such Lease has been identified by the
                  Servicer as uncollectible, (iii) the related Vehicle has been repossessed and the related Lease has been terminated, (iv) such Lease has been written off by the Servicer in accordance with the Credit and Collection Policy for writing off
                  lease contracts for leased vehicles other than with respect to repossessions or (v) in respect of which the Servicer’s records, in accordance with the Credit and Collection Policy, indicate that all Insurance Proceeds expected to be
                  received have been received following a casualty or other loss with respect to the related Vehicle.

               

              
                A1-10

                
                  


              

              “Definitive Note” means a definitive fully
                  registered Note.

               

              “Delaware Secretary of State” means the Secretary of
                  State of the State of Delaware.

               

              “Delaware Statutory Trust Act” means The Delaware
                  Statutory Trust Act, 12 Del. C. §3801 et seq.

               

              “Delinquency Trigger” means, for any Collection
                  Period, that the aggregate Securitization Value of Leases in the 20[__]-[_] Reference Pool that are more than 60 days Delinquent as a percentage of the aggregate Securitization Value of the Leases in the 20[__]-[_] Reference Pool as of
                  the last day of the Collection Period exceeds [●]%.

               

              “Delinquent” means a Lease on which 10% or more of a
                  scheduled payment required to be paid by the Lessee is more than two days past due.

               

              “Depository Agreement” means the agreement between
                  the Issuer and DTC, as the initial Clearing Agency, dated as of the 20[__]-[_] Closing Date.

               

              “Determination Date” means, with respect to any
                  Collection Period, two Business Days before the related Payment Date.

               

              “DTC” means The Depository Trust Company.

               

              “EDGAR” means the Commission’s Electronic Data
                  Gathering, Analysis and Retrieval system.

               

              “Eligible Account” means a trust account (1)
                  maintained with a depository institution or trust company (i)(a) the short-term unsecured debt obligations of which are rated in the highest short-term rating category (excluding any “+” signs associated with such rating) by each Rating
                  Agency or (b) having corporate trust powers and a long-term unsecured debt rating that is rated “investment grade” by each Rating Agency and (ii) which is maintained in a segregated trust account in the corporate trust department of such
                  depository institution or trust company or (2) maintained with the Securities Intermediary that is also the Indenture Trustee.

               

              “Eligible State” means, with respect to the Titling
                  Trust, any State in which the Titling Trust is, if and to the extent required by Applicable Law, qualified, authorized and licensed to hold title or other evidence of the interest in leased vehicles.

               

              “Event of Default” has the meaning specified in
                  Section 5.01 of the Indenture.

               

              “Exchange Act” means the Securities Exchange Act of
                  1934 and any regulations promulgated thereunder.

               

              
                A1-11

                
                  


              

              “Exchange Act Reports” means any reports on Form
                  10-D, Form 8-K or Form 10-K required to be filed by the Transferor with respect to the Issuer under the Exchange Act.

               

              “Exchange Note Supplement” means the 20[__]-[_]
                  Exchange Note Supplement.

               

              “FICO®” means Fair Isaac & Co.

               

              “Final Scheduled Payment Date” means with respect to
                  (i) the Class A‐1 Notes, the Class A‐1 Final Scheduled Payment Date, (ii) the Class A‐2 Notes, the Class A‐2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date, (iv) the Class A-4 Notes,
                  the Class A-4 Final Scheduled Payment Date and (v) [the Class B Notes, the Class B Final Scheduled Payment Date].

               

              “First-Tier Assets” has the meaning specified in
                  Section 2.01(a) of the First-Tier Sale Agreement.

               

              “First-Tier Sale Agreement” means the First-Tier
                  Sale Agreement, dated as of [______ __], 20[__], between MBFS USA, as seller, and the Transferor, as purchaser.

               

              “Force Majeure” means any delay or failure in
                  performance caused by acts beyond the Issuer’s reasonable control, including acts of God, war, vandalism, sabotage, accidents, fires, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts
                  or equipment, material, labor, or transportation, acts of subcontractors, interruption of utility services, acts of any unit of government or governmental agency, or any similar cause.

               

              “Form 10-D Disclosure Item” means, with respect to
                  any Person, any event specified in Part II of Schedule B to the 20[__]-[_] Exchange Note Supplement for which such Person is the responsible party, if such Person or in the case of the Owner Trustee or Indenture Trustee, a Responsible
                  Officer of such Person, has actual knowledge of such event.

               

              “Form 10-K Disclosure Item” means, with respect to
                  any Person, (i) any Form 10-D Disclosure Item and (ii) any additional items specified in Part III of Schedule B to the 20[__]-[_] Exchange Note Supplement for which such Person is the responsible party, or if such Person is the Indenture
                  Trustee or the Owner Trustee, a Responsible Officer of such Person has actual knowledge of such event.

               

              “Grant” means mortgage, pledge, bargain, sell,
                  warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off or recoupment against, and to deposit, set over and confirm pursuant to any 20[__]-[_] Basic
                  Document.  A Grant of the 20[__]-[_] Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing
                  right to claim for, collect, receive and give receipt for principal and interest payments in respect of the 20[__]-[_] Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make
                  waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive
                  thereunder or with respect thereto.

               

              
                A1-12

                
                  


              

              “Indenture” means the Indenture, dated as of [______
                  __], 20[__], between the Issuer and the Indenture Trustee.

               

              “Indenture Trustee” means [●], in its capacity as
                  indenture trustee under the Indenture, and its successors in such capacity.

               

              “Independent” means, with respect to any Person,
                  that such Person (i) is in fact independent of the Issuer, any other obligor on the Notes, the Transferor, the Servicer and any of their respective Affiliates, (ii) does not have any direct financial interest or any material indirect
                  financial interest in the Issuer, any such other obligor, the Transferor, the Servicer or any of their respective Affiliates and (iii) is not connected with the Issuer, any such other obligor, the Transferor, the Servicer or any of their
                  respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or individual or entity performing similar functions.

               

              “Independent Certificate” means a certificate or
                  opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, made by an Independent appraiser or other expert appointed
                  by an Issuer Order and acceptable to the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” and the signer is Independent within the
                  meaning thereof.

               

              “Initial Class A-1 Note Balance” means $[●].

               

              “Initial Class A-2 Note Balance” means $[●].

               

              “Initial Class A-2[A] Note Balance” means $[●].

               

              [“Initial Class A-2B Note Balance” means $[●].]

               

              “Initial Class A-3 Note Balance” means $[●].

               

              “Initial Class A-4 Note Balance” means $[●].

               

              [“Initial Class B Note Balance” means $[●].]

               

              “Initial Note Balance” means, as the context may
                  require, with respect to (i) all of the Notes, $[●] or (ii) any Note, an amount equal to the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as
                  the case may be.

               

              
                A1-13

                
                  


              

              “Insolvency Event” means, with respect to any
                  Person, (i) the making of a general assignment for the benefit of creditors; (ii) the filing of a voluntary petition in bankruptcy; (iii) being adjudged as bankrupt or insolvent, or having had entered against such Person an order for
                  relief in any bankruptcy or insolvency Proceeding; (iv) the filing by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Insolvency
                  Laws; (v) the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in clause (viii) below; (vi) the seeking,
                  consenting to or acquiescing in the appointment of a trustee, receiver, liquidator or similar official of such Person or of all or any substantial part of the assets of such Person; (vii) the failure by such Person generally to pay its
                  debts as such debts become due; (viii) the failure to obtain dismissal within 90 days of the commencement of any Proceeding against such Person seeking (a) reorganization, arrangement, composition, readjustment, liquidation, dissolution
                  or similar relief under any statute, law or regulation or (b) the appointment of a trustee, liquidator, receiver or similar official, in each case of such Person or of such Person’s assets or any substantial portion thereof; and (ix) the
                  taking of action by such Person in furtherance of any of the foregoing.  The foregoing definition of “Insolvency Event” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1)
                  and 18-304 of the Delaware Limited Liability Company Act.

               

              “Insolvency Laws” means the Bankruptcy Code and all
                  other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting the rights of
                  creditors generally.

               

              “Interest Distributable Amount” means, with respect
                  to the 20[__]-[_] ABS Notes and any Payment Date and the related Interest Period, the sum of:

               

              (i)           the portion of the
                  Interest Distributable Amount with respect to the immediately preceding Payment Date that was not paid on such date; plus

               

              (ii)          in the case of (a) the
                  Class A-1 Notes and the Class A-2B Notes, the product of (1) the Note Balance for the related Class as of the first day of such Interest Period, times (2) the Interest Rate for such Class, times (3) a fraction, (A) the numerator of which
                  is the actual number of days in the related Interest Period and (B) the denominator of which is 360 or (b) the Class A-2A Notes, the Class A-3 Notes, the Class A-4 Notes and [the Class B Notes], the product of (1) the Note Balance for the
                  related Class as of the first day of such Interest Period, times (2) the Interest Rate for such Class, times (3) a fraction, (A) the numerator of which is 30 (or, in the case of the first Payment Date, [__]) and (B) the denominator of
                  which is 360.

               

              “Interest Period” means, with respect to the
                  20[__]-[_] ABS Notes, with respect to any Payment Date and (i) the Class A-1 Notes and Class B Notes, the period from and including the previous Payment Date (or, in the case of the first Payment Date or if no interest has yet been paid,
                  from and including the 20[__]-[__] Closing Date) to, but excluding, the related Payment Date and (ii) the Class A 2 Notes, Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the period from and including the 15th day of the month
                  in which the preceding Payment Date occurred (or, in the case of the first Payment Date or if no interest has yet been paid, from and including the 20[__]-[__] Closing Date) to but excluding the 15th day of the month in which such Payment
                  Date occur.

               

              “Interest Rate” means the Class A-1 Interest Rate,
                  the Class A-2[A] Interest Rate, [the Class A-2B Interest Rate,] the Class A-3 Interest Rate, the Class A-4 Interest Rate [or the Class B Interest Rate], as applicable.

               

              
                A1-14

                
                  


              

              “Issuer” means Mercedes-Benz Auto Lease Trust
                  20[__]-[_], a Delaware statutory trust.

               

              “Issuer Basic Documents” means the 20[__]-[_] Basic
                  Documents to which the Issuer is a party.

               

              “Issuer Obligations” means all amounts and
                  obligations which the Issuer may at any time owe under the 20[__]-[_] Basic Documents, including to the Indenture Trustee for the benefit of the Noteholders under the Indenture or the other 20[__]-[_] Basic Documents.

               

              “Issuer Order” and “Issuer Request” means a written order of or request by the Issuer, signed by an Authorized Officer and delivered to the Indenture Trustee.

               

              “Item 1119 Party” means the Transferor, the Seller,
                  the Servicer, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer and any other material transaction party, as identified in Schedule A to the 20[__]-[_] Exchange Note Supplement.

               

              [“LIBOR” means, with respect to any Interest Period,
                  the London interbank offered rate for deposits in U.S. dollars having a maturity of one month commencing on the related LIBOR Determination Date which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such LIBOR
                  Determination Date; provided, however, that for the first Interest Period, LIBOR shall mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S. dollars for a period that corresponds to the actual
                  number of days in the first Interest Period.  If the rates used to determine LIBOR do not appear on the Reuters Screen LIBOR01 Page, the rates for that day will be determined on the basis of the rates at which deposits in U.S. dollars,
                  having a maturity of one month and in a principal balance of not less than U.S. $1,000,000 are offered at approximately 11:00 a.m., London time, on such LIBOR Determination Date to prime banks in the London interbank market by the
                  reference banks.  The Indenture Trustee will request the principal London office of each of such reference bank to provide a quotation of its rate.  If at least two such quotations are provided, the rate for that day will be the
                  arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of all such quotations.  If fewer than two such quotations are provided, the rate for that day will be the
                  arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per annum rates that one or more leading banks in New York City, selected by the Indenture
                  Trustee (after consultation with the Transferor), are quoting as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date to leading European banks for U.S. dollar deposits for that maturity; provided, that if the
                  banks selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in effect for the applicable Interest Period will be LIBOR in effect for the previous Interest Period.  The reference banks will be the four major banks in
                  the London interbank market selected by the Indenture Trustee (after consultation with the Transferor).]

               

              [“LIBOR Determination Date” means, with respect to
                  the Interest Period (i) relating to the first Payment Date, the second London Business Day prior to the 20[__]-[__] Closing Date and (ii) for any other Payment Date, the second London Business Day prior to the immediately preceding
                  Payment Date.]

               

                

              
                A1-15

                
                  


              

              “Liquidated Lease” means, with respect to any
                  Collection Period, a Lease (i) in respect of which the related Leased Vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of such Lease or (ii) that terminated more than 120 days prior to
                  the end of such Collection Period and the related Leased Vehicle has not been sold or otherwise disposed of by the Servicer as of the end of such Collection Period.

               

              “Majority Noteholders” means, as of any date, the
                  Holders of at least 51% of the Outstanding Amount of (i) the 20[__]-[_] ABS Notes or (ii) any Class of Notes, as indicated by the context.

               

              “MBFS USA” means Mercedes-Benz Financial Services
                  USA LLC.

               

              “Monthly Investor Report” means, with respect to any
                  Collection Period and the related Payment Date, a servicing report setting forth 20[__]-[_] Collections and certain other information regarding the 20[__]-[_] Reference Pool received during or in respect of such Collection Period and the
                  payments due on such Payment Date with respect to the 20[__]-[_] Exchange Note and the 20[__]-[_] ABS Notes, in substantially the form of Exhibit C to the 20[__]-[_] Servicing Supplement.

               

              “Monthly Remittance Condition” means that (i) MBFS
                  USA is the Servicer and is a direct or indirect wholly owned subsidiary of Daimler AG, (ii) there exists no Servicer Event of Default and (iii) Daimler AG’s and MBFS USA’s short-term unsecured debt is rated in the highest short-term
                  rating category (excluding any “+” signs associated with such rating) by each Rating Agency.

               

              “Note Balance” means, as of any date, the sum of the
                  Class A-1 Note Balance, the Class A-2A Note Balance, [the Class A-2B Note Balance,] the Class A-3 Note Balance, the Class A-4 Note Balance [and the Class B Note Balance].

               

              “Note Factor” means, with respect to each Class of
                  20[__]-[_] ABS Notes on any Payment Date, the four or more digit decimal equivalent of a fraction the numerator of which is the Outstanding Amount of such Class of 20[__]-[_] ABS Notes on such Payment Date (after giving effect to any
                  payment of principal on such Payment Date) and the denominator of which is the Initial Class A-1 Note Balance, the Initial Class A-2A Note Balance[, the Initial Class A-2B Note Balance,] the Initial Class A-3 Note Balance, the Initial
                  Class A-4 Note Balance or the [Initial Class B Note Balance,] as applicable.

               

              “Note Owner” means, with respect to any Book-Entry
                  Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant
                  or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

               

              “Note Paying Agent” means the Indenture Trustee or
                  any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make payments to and distributions from the 20[__]-[_] Distribution Account,
                  including payments of principal of or interest on the 20[__]-[_] ABS Notes on behalf of the Issuer.

               

              
                A1-16

                
                  


              

              “Note Redemption Price” means, an amount equal to
                  the sum of (i) the Note Balance as of the Redemption Date, (ii) the Interest Distributable Amount payable on the Payment Date on which the redemption occurs and (iii) all Issuer Obligations.

               

              “Note Register” and “Note Registrar” have the meanings specified in Section 2.05(a) of the Indenture.

               

              “Noteholder” or “Holder” means, as of any date, the Person in whose name a 20[__]-[_] ABS Note is registered on the Note Register on the applicable Record Date.

               

              “Notes” means the Class A-1 Notes, the Class A-2
                  Notes, the Class A-3 Notes the Class A-4 Notes [and the Class B Notes].

               

              “Officer’s Certificate” means, with respect to (i)
                  the Servicer, the Transferor or the Administrator, a certificate signed by the chairman of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer, the secretary, any assistant
                  secretary or the controller of the Servicer, the Transferor or the Administrator, as the case may be, and (ii) the Issuer or the Owner Trustee, a certificate signed by any Authorized Officer of the Issuer or the Owner Trustee, under the
                  circumstances described in, and otherwise complying with, Section 11.01 of the Indenture, and delivered to the Indenture Trustee.  Unless otherwise specified by the context, any reference in the Indenture to an Officer’s Certificate shall
                  be to an Officer’s Certificate of the Issuer.

               

              “Opinion of Counsel” means a written opinion of
                  counsel who may, except as otherwise provided in the 20[__]-[_] Basic Documents, be employees of or counsel to the Issuer, either Trustee, the Servicer or any of their respective Affiliates and, in the case of an opinion of counsel to be
                  delivered to a party to the 20[__]-[_] Basic Documents or another entity (i) is delivered by counsel reasonably acceptable to the related recipient and (ii) is addressed to the related recipient.

               

              “Outstanding” means, as of any date, all 20[__]-[_]
                  ABS Notes authenticated and delivered under the Indenture on or before such date except:

               

              (i)           20[__]-[_] ABS Notes that
                  have been cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

               

              (ii)          20[__]-[_] ABS Notes to
                  the extent an amount necessary to pay all or such portion of such 20[__]-[_] ABS Notes has been deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such 20[__]-[_] ABS Notes on or before such
                  date; provided that if such 20[__]-[_] ABS Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee; and

               

              (iii)         20[__]-[_] ABS Notes in
                  exchange for or in lieu of which other 20[__]-[_] ABS Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that a Protected Purchaser holds any such
                  20[__]-[_] ABS Notes;

               

                

              
                A1-17

                
                  


              

              provided that in determining whether (a) the Noteholders of 20[__]-[_] ABS Notes evidencing the requisite Note Balance have given any request,
                  demand, authorization, direction, notice, consent, or waiver under any 20[__]-[_] Basic Document, 20[__]-[_] ABS Notes owned by the Issuer, the Transferor, the Servicer or any of their respective Affiliates will be disregarded and deemed
                  not to be Outstanding and (b) the Indenture Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only 20[__]-[_] ABS Notes that an Authorized Officer of the Indenture Trustee
                  knows to be so owned will be disregarded and deemed not to be Outstanding; and, provided, further, that, notwithstanding the foregoing,  Notes owned by the Issuer, the Transferor, the Servicer or any of their respective Affiliates will be
                  treated as Outstanding if no other Notes remain Outstanding.

               

                

              “Outstanding Amount” means, as of any date, the Note
                  Balance of all Outstanding 20[__]-[_] ABS Notes.

               

              “Outstanding Balance” means, with respect to a
                  20[__]-[_] Lease, the Securitization Value of such 20[__]-[_] Lease as of the 20[__]-[_] Cutoff Date less the principal portion of all payments made in respect of such 20[__]-[_] Lease since the 20[__]-[_] Cutoff Date.

               

              “Owner Trustee” means [●], solely in its capacity as
                  owner trustee under the Trust Agreement and not in its individual capacity, and any successor in such capacity.

               

              “Paying Agent” means the Indenture Trustee or any
                  other Person appointed as such pursuant to Section 3.11 of the Trust Agreement.

               

              “Payment Date” means, with respect to the 20[__]-[_]
                  Exchange Note and the 20[__]-[_] ABS Notes, the [15th] day of each calendar month, or, if such day is not a Business Day, the next Business Day, beginning
                  [______ __], 20[__].

               

              “PBGC” means the Pension Benefit Guaranty
                  Corporation.

               

              “Performance Certification” means each certification
                  delivered to the Certifying Person pursuant to Article Seven of the 20[__]-[_] Exchange Note Supplement.

               

              “Permitted Investments” means, with respect to any
                  20[__]-[_] Bank Account, book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form with maturities not exceeding the Deposit Date relating to the next Payment Date that evidence:

               

              (i)           direct obligations of,
                  and obligations fully guaranteed as to timely payment by, the United States or its agencies;

               

              (ii)          demand deposits, time
                  deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (a) incorporated under the laws of the United States, any State or any United States branch of a foreign bank, (b) subject to
                  supervision and examination by federal or State banking or depository institution authorities and (c) at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt
                  obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of which have the Required Rating;

               

                

              
                A1-18

                
                  


              

              (iii)         commercial paper,
                  including asset-backed commercial paper, having, at the time of the investment or contractual commitment to invest therein, the Required Rating;

               

              (iv)         investments in money
                  market funds having, at the time of the investment or contractual commitment to invest therein a rating from each Rating Agency in the highest investment category granted thereby; and

               

              (v)          repurchase obligations with
                  respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States,
                  in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above.

               

              Notwithstanding the foregoing, (a) except as otherwise provided in the 20[__]-[_] Servicing Supplement, each of the foregoing
                  obligations, instruments and securities shall mature no later than the Business Day immediately preceding the date on which such funds are required to be available for application pursuant to any related 20[__]-[_] Basic Document (other
                  than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related 20[__]-[_] Bank Account is located is the obligor, which may mature on such date), and shall be held to such
                  maturity, (b) no Permitted Investment may be purchased at a premium, (c) no obligation or security may be a Permitted Investment unless (1) the Titling Trustee has Control over such obligation or security and (2) at the time such
                  obligation or security was delivered to the Titling Trustee or the Titling Trustee or the Security Trustee became the related Entitlement Holder, such entity did not have notice of any adverse claim with respect thereto within the meaning
                  of Section 8-105 of the UCC and (d) any reference to the highest available credit rating of an obligation shall exclude any “+” signs associated with such rating.

               

              “Personally Identifiable Information” has the
                  meaning set forth in the Asset Representations Review Agreement.

               

              “Predecessor Note” means, with respect to any
                  particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.06 of the Indenture
                  in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

               

              “Principal Distribution Amount” means, for any
                  Payment Date, to the extent of funds available for payment, the sum of the Priority Principal Distribution Amount and the Regular Principal Distribution Amount, not to exceed the outstanding Note Balance.

               

              “Priority Principal Distribution Amount” means, with
                  respect to any Payment Date, an amount not less than zero, equal to (i) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date)
                  or, in the case of the first Payment Date, the Initial Note Balance, minus (ii) the 20[__]-[_] Aggregate Securitization Value at the end of the related Collection Period; provided, however, that the Priority Principal Distribution Amount
                  on and after the Final Scheduled Payment Date of any Class of the Notes will not be less than the amount that is necessary to reduce the Note Balance of that Class of Notes to zero.

               

              
                A1-19

                
                  


              

              “Provided Information” means, with respect to (i)
                  the Indenture Trustee, the Servicing Criteria Assessment provided under Section 7.05 of the 20[__]-[_] Exchange Note Supplement by or on behalf of the Indenture Trustee, and (ii) the Servicer, the information provided pursuant to Sections
                  6.03 and 6.04 of the 20[__]-[_] Servicing Supplement by or on behalf of the Servicer.

               

              “Rating Agency” means [each of [●] and] [●];
                  provided, however, that if either of [●] or [●] ceases to exist, Rating Agency shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Issuer to replace such Person, written notice
                  of which designation shall have been given to the Transferor, the Servicer and the Trustees.

               

              “Rating Agency Condition” means, with respect to any
                  action, and each Rating Agency, either (i) written confirmation by that Rating Agency that such action will not cause such Rating Agency to qualify, reduce or withdraw any of its then-current ratings assigned to the Notes or (ii) that
                  such Rating Agency has been given at least ten days’ prior written notice of such action and such Rating Agency has not issued any written notice that such action would cause such Rating Agency to qualify, reduce or withdraw any of its
                  then-current ratings assigned to the Notes.

               

              “Reallocation Request” means a request by a
                  Requesting Party to the Servicer to purchase and reallocate a 20[__]-[_] Lease and related 20[__]-[_] Vehicle due to an alleged breach of a representation and warranty set forth in Section 3.03 of the Servicing Supplement.

               

              “Record Date” means, with respect to a Payment Date
                  or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date; provided, however, that if Definitive Notes have been issued pursuant to the Indenture, Record Date shall mean, with respect
                  to the 20[__]-[_] ABS Notes and any Payment Date or Redemption Date, the last day of the preceding Collection Period.

               

              “Redemption Date” means, with respect to the
                  redemption of the 20[__]-[_] ABS Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Servicer pursuant to such Section.

               

              “Registered Holder” means the Person in whose name a
                  Note is registered on the Note Register on the applicable Record Date.

               

              “Registered Pledgee” means, with respect to the
                  20[__]-[_] Exchange Note, the Person listed in the Exchange Note Register as the registered pledgee of the 20[__]-[_] Exchange Note.

               

              “Regular Principal Distribution Amount” means, with
                  respect to any Payment Date, an amount not less than zero, equal to (i) the excess, if any, of (a) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on
                  such preceding Payment Date) or, in the case of the first Payment Date, the Initial Note Balance, minus (b) the 20[__]-[_] Aggregate Securitization Value as of the last day of the related Collection Period minus the Target
                  Overcollateralization Amount minus (ii) the Priority Principal Distribution Amount, if any, with respect to such Payment Date.

               

              
                A1-20

                
                  


              

              “Regulation AB” means subpart 229.1100 – Asset
                  Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, subject to such clarification and interpretation as has been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No.
                  33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

               

              “Regulation RR” means Regulation RR under the
                  Exchange Act.

               

              “Reportable Event” means any event required to be
                  reported on Form 8-K, including each event specified on Part IV of Schedule B of the 20[__]-[_] Exchange Note Supplement (i) for which such Person is the responsible party and (ii) of which such Person (or in the case of the Indenture
                  Trustee, as Responsible Officer of such Person) has actual knowledge.

               

              “Representatives” means [●], [●] and [●], each in
                  its capacity as representative of the underwriters named in the Underwriting Agreement.

               

              “Repurchase Payment” means, with respect to a
                  20[__]-[_] Lease and the related 20[__]-[_] Vehicle required to be purchased by the Servicer pursuant to Section 3.05(a) of the 20[__]-[_] Servicing Supplement, the Outstanding Balance of such 20[__]-[_] Lease plus any accrued but unpaid
                  interest thereon.

               

              “Requesting Party” means the Issuer, the Owner
                    Trustee, the Indenture Trustee (acting at the direction of the Noteholders or Note Owners in accordance with Section 3.11(a) of the 20[__]-[_] Servicing Supplement), any Noteholder or a Note Owner who provides to the requested party a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account
                    statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, in each case reasonably satisfactory to the requested party.

               

              “Required Reserve Amount” means, (i) [●]% of the
                  20[__]-[_] Cutoff Date Aggregate Securitization Value) or (ii) on any Payment Date occurring on or after the date on which the Outstanding Amount of the Notes has been reduced to zero, zero; provided that the Required Reserve Amount may
                  not be greater than the Note Balance of the Notes.

               

              “Reserve Initial Deposit” means, with respect to the
                  20[__]-[_] Reserve Account, [●]% of the 20[__]-[_] Cutoff Date Aggregate Securitization Value).

               

              “Responsible Officer” means any officer of the
                  Indenture Trustee within the Corporate Trust Office, including any Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar
                  to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular
                  subject, in each case having direct responsibility for the administration of the Indenture.

               

              
                A1-21

                
                  


              

              “Review” has the meaning stated in the Asset
                  Representations Review Agreement.

               

              “Review Assets” has the meaning stated in the Asset
                  Representations Review Agreement and Section 3.10(c) of the Servicing Supplement.

               

              “Review Notice” has the meaning stated in the Asset
                  Representations Review Agreement.

               

              “Review Report” has the meaning stated in the Asset
                  Representations Review Agreement.

               

              “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of
                  2002.

               

              “Sarbanes-Oxley Certification” means the
                  certification concerning the Issuer, to be signed by an officer of the Servicer or the Transferor and submitted to the Commission pursuant to the Sarbanes-Oxley Act.

               

              “Schedule of 20[__]-[_] Reference Pool Assets” means
                  the Schedule of 20[__]-[_] Reference Pool Assets appearing as Exhibit B to the 20[__]-[_] Exchange Note Supplement and Exhibit A to the 20[__]-[_] Servicing Supplement.

               

              “Scheduled Securitization Value” means, with respect
                  to any 20[__]-[_] Lease and any Collection Period:

               

              (i)           if such 20[__]-[_] Lease
                  is not covered by clauses (ii) and (iii) below, as of the close of business on the last day of such Collection Period, the sum of the present values of (a) all scheduled remaining Base Monthly Payments due under that 20[__]-[_] Lease and
                  (b) the Base Residual Value, in each case discounted by using the related Securitization Rate;

               

              (ii)          if such 20[__]-[_] Lease
                  became a Defaulted Lease during or prior to such Collection Period, zero; and

               

              (iii)         if such 20[__]-[_] Lease
                  became a Liquidated Lease, Extended Lease or a 20[__]-[_] Lease purchased by the Servicer pursuant to Section 3.05(a) of the 20[__]-[_] Servicing Supplement prior to such Collection Period, zero.

               

              “Second-Tier Assets” has the meaning specified in
                  Section 2.01(a) of the Second-Tier Sale Agreement.

               

              “Second-Tier Sale Agreement” means the Second-Tier
                  Sale Agreement, dated as of [______ __], 20[__], between the Transferor, as seller, and the Issuer, as purchaser.

               

              “Securities” means the 20[__]-[_] ABS Notes and the
                  Certificates.

               

              “Securities Act” means the Securities Act of 1933,
                  15 U.S.C. 77a et seq., and any regulations promulgated thereunder.

               

              
                A1-22

                
                  


              

              “Securities Intermediary” has the meaning specified
                  in Section 1.01 of the ABS Control Agreement.

               

              “Securitization Rate” means, for any 20[__]-[_]
                  Lease and the related 20[__]-[_] Vehicle, the greater of (i) the Contract Rate set forth in the related lease agreement and (ii) [●]%.

               

              “Securitization Transaction” means any transaction
                  involving a sale or other transfer of Leases and Leased Vehicles directly or indirectly to an issuing entity in connection with the issuance of publicly offered or privately placed rated or unrated asset-backed securities.

               

              “Securitization Value” means, with respect to any
                  20[__]-[_] Lease:

               

              (i)           for each 20[__]-[_] Lease
                  as of the 20[__]-[_] Cutoff Date, the sum of the present values of (a) all remaining Base Monthly Payments due under that 20[__]-[_] Lease and (b) the Base Residual Value, in each case discounted by using the related Securitization Rate;

               

              (ii)          for each 20[__]-[_] Lease
                  that was not or did not become a Defaulted Lease or a Liquidated Lease as of the last day of any Collection Period, the Securitization Value of such 20[__]-[_] Lease as of the 20[__]-[_] Cutoff Date, less the principal portion of all
                  payments made in respect of such 20[__]-[_] Lease since the 20[__]-[_] Cutoff Date;

               

              (iii)         for which the related
                  20[__]-[_] Vehicle was repurchased by the Servicer during or prior to the Collection Period before its Maturity Date occurred, zero; and

               

              (iv)         that became a Liquidated
                  Lease or a Defaulted Lease during or prior to the Collection Period before its Maturity Date occurred, zero.

               

              “Securityholder” means any Noteholder or
                  Certificateholder, as applicable.

               

              “Servicer Event of Default” means any of the
                  Exchange Note Servicer Events of Default set forth in Section 7.01(a) of the 20[__]-[_] Servicing Supplement.

               

              “Servicing Criteria” means the “servicing criteria”
                  set forth in Item 1122(d) of Regulation AB.

               

              “Servicing Criteria Assessment” means a report of
                  the Indenture Trustee’s assessment of compliance with the Servicing Criteria pursuant to Section 7.05 of the 20[__]-[_] Exchange Note Supplement during the immediately preceding calendar year, as set forth under Rules 13a-18 and 15d-18 of
                  the Exchange Act and Item 1122 of Regulation AB.

               

              “Servicing Supplement” means the 20[__]-[_]
                  Servicing Supplement.

               

              “Similar Law” means any federal, State, local or
                  non-U.S. law that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

               

              
                A1-23

                
                  


              

              “Successor Servicer” means any entity appointed as a
                  successor to the Servicer pursuant the 20[__]-[_] Servicing Agreement.

               

              “Target Overcollateralization Amount” means, with
                  respect to any Payment Date, [●]% of the 20[__]-[_] Cutoff Date Aggregate Securitization Value.

               

              “Test Fail” has the meaning stated in the Asset
                  Representations Review Agreement.

               

              “Titling Trust Agreement” means the amended and
                  restated titling trust agreement, dated as of April 1, 2008, as amended by the amendment to the titling trust agreement, dated as of March 1, 2009, in each case among the Titling Trust Administrator, the Initial Beneficiary and the
                  Titling Trustee.

               

              “Titling Trust Control Agreement” means the Titling
                  Trust Account Control Agreement, dated as of [______ __], 20[__], among the Titling Trust, the Indenture Trustee and [●], in its capacity as a securities intermediary.

               

              “Transferor” means Daimler Trust Leasing LLC, a
                  Delaware limited liability company.

               

              “Transition Costs” means the reasonable costs and
                  expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable
                  compensation of employees and overhead costs incurred or payable in connection with the transfer of the Lease Files or any amendment to the 20[__]-[_] Servicing Agreement required in connection with the transfer of servicing.

               

              “Trust Agreement” means the Amended and Restated
                  Trust Agreement, dated as of [______ __], 20[__], between the Transferor and the Owner Trustee.

               

              “Trust Estate” has the meaning specified in the
                  Indenture.

               

              “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the Closing Date, unless otherwise specifically provided in the Indenture.

               

              “Trustees” means the Indenture Trustee and the Owner
                  Trustee.

               

              “Underwriting Agreement” means the Underwriting
                  Agreement, dated [______ __], 20[__], among the Transferor, MBFS USA and the Representatives.

               

              “United States” or “U.S.” means the United States of America.

               

              “U.S. Bank Trust” means U.S. Bank Trust National
                  Association.

               

            

             

            

            A1-24