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Summary of Transaction	7
Transaction Credit Enhancement Diagram	8
Summary of Monthly Deposits to and Withdrawals from Accounts	9
Transaction Documents Diagram	10
Summary of Terms	11
Summary of Risk Factors	21
Risks Relating to the Characteristics of the Notes and Transaction Structure	21
Risk Factors	23
Risks Relating to the Characteristics of the Notes and Transaction Structure	23
Risks Relating to the Leases and Leased Vehicles	28
Risks Relating to MBFS USA	30
Legal and Regulatory Risks	36
General Risks	41
Overview of the Transaction	45
Use of Proceeds	45
The Issuer	46
Limited Purpose and Limited Assets	46
Capitalization of the Issuer	47
Property of the Issuer	47
Restrictions on Merger and Consolidation	48
Other Negative Covenants	48
Annual Compliance Statement	49
The Depositor	49
The Trustees	50
The Owner Trustee	50
The Indenture Trustee	52
The Asset Representations Reviewer	55
The Titling Trust	57
General	57
Specified Interest, Revolving Facility Pool, Reference Pool and Exchange Note	57
Limited Powers of Titling Trust	58
The Initial Beneficiary	59
The Titling Trustee and the Titling Trust Administrator	59
The Collateral Agent and the Administrative Agent	60
Titling of Leased Vehicles	61
MBFS USA	62
General	62
Underwriting	63
Determination of Residual Values	65
Insurance	65
Contingent and Excess Liability Insurance	66
Servicing Responsibilities	66
Collection Procedures	66
Repossessions	67
Charge-offs and Deficiencies	68
Leased Vehicle Maintenance and Excess Wear and Tear	68

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Extensions and Pull-Ahead Programs	68
Remarketing	69
Certified Pre-Owned Program	70
Securitization Program	70
Delinquency, Repossession and Loss Information	70
Repurchase History	73
Affiliations and Related Transactions	74
The Exchange Note	74
General	74
Payments on the Exchange Note	75
Transfers of the Exchange Note	75
Exchange Note Default	75
The Leases	76
General	76
Pool Underwriting	79
Selection of the Leases	79
Initial Asset-Level Data	80
Characteristics of the Leases	81
Review of Reference Pool Assets	85
Representations and Warranties	86
Modifications	87
MBFS USA Must Repurchase Certain Leases	87
Residual Values	88
Calculation of the Securitization Value of the Leases	89
Static Pools	89
Asset Representations Review	89
Dispute Resolution for Repurchase Requests	91
Maturity and Prepayment Considerations	92
Weighted Average Lives of the Notes	93
Description of the Notes	98
Note Registration	98
Payments of Interest	98
Payments of Principal	99
Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default	100
Credit Enhancement	100
Voting	102
Optional Purchase of the Exchange Note	102
Notes Owned by the Issuer, the Depositor, the Servicer and their Affiliates	102
Note Factors and Trading Information	102
Events of Default	103
Rights Upon an Event of Default	104
Notices	105
Governing Law	105
Noteholder Communication	106
Book-Entry Registration	106
Definitive Notes	108
Application of Available Funds	108

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Sources of Funds for Distributions	109
Priority of Payments	110
Fees and Expenses of the Issuer	112
Description of the Transaction Documents	113
Transfer, Assignment and Pledge of the Exchange Note	114
The Trust Agreement and the Certificates	115
Accounts	115
Servicing	116
Custody of Lease Documents and Certificates of Title	116
Insurance on the Leased Vehicles	116
Collections	117
Servicer Advances	117
Sales or Other Disposition of Leased Vehicles	117
Realization Upon Charged-off Leases	118
Servicing Compensation	118
Statements to Noteholders	119
Annual Compliance Reports	120
Reports to be Filed with the SEC	121
Optional Purchase	121
Certain Matters Regarding the Servicer	121
Servicer Defaults	122
Rights Upon Servicer Default	123
Removal of Servicer	123
Amendments	124
Termination	126
Residual Interest; Issuance of Additional Securities	127
Administration Agreement	128
Legal Proceedings	128
Certain Legal Aspects of the Titling Trust and the Exchange Note	128
The Titling Trust	128
Structural Considerations	129
Allocation of Titling Trust Liabilities	129
Insolvency-Related Matters	129
The Dodd-Frank Act	131
Certain Legal Aspects of the Leases and the Leased Vehicles	134

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Security Interests	134
ERISA Liens	134
Limitations on Collateral Agent’s and Indenture Trustee’s Lien	135
Vicarious Tort Liability	135
Repossession of Leased Vehicles	136
Deficiency Judgments	136
Consumer Protection Laws	137
Other Limitations	138
Credit Risk Retention	138
Material Federal Income Tax Consequences	142
Tax Characterization of the Issuer	142
Tax Consequences to Holders of the Notes	143
Certain State Tax Consequences	147
Certain ERISA Considerations	147
Special Considerations Applicable to Insurance Company General Accounts	149
Ratings	149
Underwriting	150
Stabilization Transactions, Short Sales and Penalty Bids	151
EU Securitization Rules and UK Securitization Rules	151
European Economic Area Selling Restrictions	152
United Kingdom Selling Restrictions	152
Money Market Investment	153
Certain Investment Company Act Considerations	153
Certain Legal Investment Considerations	153
Legal Opinions	153
Glossary of Terms	154

Appendix A – Static Pool Information for Prior Securitizations	A-1
Appendix B – Assumed Cashflows	B-1
Annex I – Global Clearance, Settlement and Tax Documentation Procedures	A-I-1

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Reading This Prospectus

This prospectus contains information about the Issuer and the terms of the Notes.

We suggest you read this prospectus in its entirety. We include cross-references to sections in this document where you can find further related discussions. Refer to the Table of Contents in this prospectus to locate the referenced sections. Capitalized terms used in this prospectus are defined in the “Glossary of Terms.”

You should rely only on information on the Notes provided in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information. We and the underwriters are making offers to sell the Notes offered by this prospectus only in places where offers and sales are permitted.

This prospectus may contain forward-looking statements, including without limitation statistical information based on assumed facts. Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement, except as may be required under applicable federal securities laws.

In this prospectus, the terms “we,” “us” and “our” refer to Daimler Trust Leasing LLC.

Available Information

Daimler Trust Leasing LLC, as the Depositor for the Issuer, has filed a Registration Statement on Form SF-3 (file no. 333-229783) with the SEC under the Securities Act for the offering of the Notes. This prospectus is part of the Registration Statement but the Registration Statement includes additional information. In connection with the offering of the Notes under the Registration Statement, the Depositor has met the registrant requirements of Section I.A.1 of the General Instructions to Form SF-3.

The Registration Statement and any other materials filed by the Depositor or the Issuer with the SEC will be available for viewing at the SEC’s website, www.sec.gov, where you can find reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Filings by the Depositor or the Issuer can be found under the Electronic Data Gathering Analysis and Retrieval system (commonly known as EDGAR) on the SEC’s website using the Depositor or Issuer’s CIK number. The CIK numbers of the Issuer, the Depositor and Mercedes-Benz Financial Services USA LLC are set forth on the cover page of this prospectus.

Mercedes-Benz Financial Services USA LLC, as the Servicer, will file for the Issuer annual reports on Form 10-K, distribution reports on Form 10-D and reports on Form ABS-EE, any current reports on Form 8-K and amendments to those reports with the SEC. A copy of each such report may be viewed under the Issuer’s CIK number on the SEC’s website or obtained by any noteholder by request to the Indenture Trustee or the Depositor. See “Description of the Transaction Documents—Reports to be Filed with the SEC.” The Indenture Trustee shall make each monthly investor report available to the holders of the Notes via the Indenture Trustee’s internet website See “Description of the Transaction Documents—Statements to Noteholders.”

Notice to Investors: European Economic Area

Prohibition on Sales to EU Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any EU Retail Investor in the EEA. Consequently, no key information document required by the EU PRIIPS Regulation for offering or selling the Notes or otherwise making them available to EU Retail Investors in the EEA has been prepared; and therefore offering or selling the Notes or otherwise making them available to any EU Retail Investor in the EEA may be unlawful under the EU PRIIPS Regulation.

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Other EEA Offering Restrictions

This prospectus is not a prospectus for the purposes of the EU Prospectus Regulation. This prospectus has been prepared on the basis that any offer of Notes in the EEA will only be made to a legal entity which is an EU Qualified Investor. Accordingly any person making or intending to make an offer in the EEA of Notes which are the subject of the offering contemplated in this prospectus may only do so with respect to EU Qualified Investors. None of the Issuer, the Depositor or the underwriters have authorized, nor do they authorize, the making of any offer of Notes in the EEA other than to EU Qualified Investors.

MiFID II Product Governance

Any distributor subject to MiFID II that is offering, selling or recommending the Notes is responsible for undertaking its own target market assessment in respect of the Notes and determining its own distribution channels for the purposes of the MiFID II product governance rules under the Delegated Directive. None of the Issuer, the Depositor, or the underwriters make any representations or warranties as to a distributor’s compliance with the Delegated Directive.

Notice to Investors: United Kingdom

Prohibition on Sales to UK Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any UK Retail Investor in the United Kingdom. Consequently, no key information document required by the UK PRIIPS Regulation for offering or selling the Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared; and therefore offering or selling the Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPS Regulation.

Other United Kingdom Offering Restrictions

This prospectus is not a prospectus for the purposes of the UK Prospectus Regulation. This prospectus has been prepared on the basis that any offer of Notes in the United Kingdom will only be made to a legal entity which is a UK Qualified Investor. Accordingly any person making or intending to make an offer in the United Kingdom of Notes which are the subject of the offering contemplated in this prospectus may only do so with respect to UK Qualified Investors. None of the Issuer, the Depositor or the underwriters have authorized, nor do they authorize, the making of any offer of Notes in the United Kingdom other than to UK Qualified Investors.

UK MiFIR Product Governance

Any distributor subject to the UK MiFIR Product Governance Rules that is offering, selling or recommending the Notes is responsible for undertaking its own target market assessment in respect of the Notes and determining appropriate distribution channels. None of the Issuer, the Depositor, or the underwriters make any representations or warranties as to a distributor’s compliance with the UK MiFIR Product Governance Rules.

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Other United Kingdom Regulatory Restrictions

In the United Kingdom, this prospectus is only being distributed to, and is only directed at, persons known as “Relevant Persons” that are (1) persons having professional experience in matters relating to investments and qualifying as investment professionals under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, known as the “Order”, (2) persons falling within Article 49(2)(a) to (d) of the Order or (3) any other person to whom this prospectus may otherwise lawfully be communicated or caused to be communicated in accordance with the Order. This prospectus and any of its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any investment or investment activity to which this prospectus relates is available in the United Kingdom only to Relevant Persons and will, in the United Kingdom, be engaged in only with Relevant Persons. Any person in the United Kingdom that is not a Relevant Person must not act or rely on this prospectus or any of its contents.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” certain information that we file with the SEC. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC that is incorporated by reference into this prospectus will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. We incorporate by reference into this prospectus any distribution report on Form 10-D, current report on Form 8-K or any amendment to any such report, we file with the SEC prior to the termination of the offering of the Notes offered by this prospectus. These periodic and current reports will be filed under the name of the Issuer. In addition, the disclosures filed as exhibits to each Form ABS-EE filed by the Issuer with the SEC by the date of filing of this prospectus are incorporated by reference into this prospectus. You may locate these materials on the SEC’s website as described under “Available Information.”

The Depositor will provide without charge to each person, including any beneficial owner of notes, to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any of the documents incorporated by reference into this prospectus. Requests for such copies should be directed to:

Daimler Trust Leasing LLC

36455 Corporate Drive

Farmington Hills, MI 48331

(248) 991-6700

This offer only includes the exhibits to such documents if such exhibits are specifically incorporated by reference in such documents.

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Summary of Transaction

This chart provides only a simplified overview of the structure of this securitization transaction and the credit enhancement available for the Notes. Refer to this prospectus for a further description.

(1)	The Exchange Note will be backed by the Reference Pool.

(2)	Some or all of one or more of the classes of Notes may be initially retained by the Depositor or its affiliates.

(3)

The Certificates represent the residual interest that will be held initially by the Depositor and represent the right to all funds not needed to make required payments on the Notes, pay fees and expenses of the Issuer or make deposits in the Reserve Fund. The Depositor will hold the Certificates as described under “Credit Risk Retention.”

(4)	The Reserve Fund will be funded on the Closing Date at 0.25% of the Cutoff Date Aggregate Securitization Value.

(5)	Overcollateralization is the amount by which the Aggregate Securitization Value of the Leases exceeds the Note Balance of the Notes. Initially, the overcollateralization for the Notes will be approximately 14.50% of the Cutoff Date Aggregate Securitization Value.

(6)	The Target Overcollateralization Amount is calculated as described under “Description of the Notes — Credit Enhancement — Overcollateralization.”

(7)

Excess spread is available, as a portion of Available Funds, to make required principal payments on the Notes and, as a result, provides a source of funds to absorb losses on the Leases and related Leased Vehicles and to increase overcollateralization until the Target Overcollateralization Amount is reached, as further described under “Description of the Notes — Credit Enhancement — Excess Spread.”

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Transaction Credit Enhancement Diagram

This diagram is a simplified overview of the credit enhancement available for the Notes on the Closing Date for this securitization transaction and how credit enhancement is used to absorb losses on the Leases and related Leased Vehicles. You should read this prospectus completely for more details about the credit enhancement available for the Notes.

(1)	On the Closing Date, the Reserve Fund will be funded at 0.25% of the Cutoff Date Aggregate Securitization Value.

(2)

Excess spread is available as a portion of Available Funds to make required principal payments on the Notes and, as a result, provides a source of funds to absorb losses on the Leases and related Leased Vehicles and to increase overcollateralization until the Target Overcollateralization Amount is reached.

(3)	Overcollateralization is the amount by which the Aggregate Securitization Value of the Leases exceeds the Note Balance of the Notes. Initially, the overcollateralization for the Notes will be approximately 14.50% of the Cutoff Date Aggregate Securitization Value.

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Summary of Monthly Deposits to and Withdrawals from Accounts*

*	This chart provides only a simplified overview of the monthly flow of funds. Refer to this prospectus for a further description.

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Transaction Documents Diagram

This diagram shows the role of each transaction document in this securitization transaction. Forms of the transaction documents are exhibits to the registration statement filed with the SEC that includes this prospectus.

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Summary of Terms

This summary describes the main terms of the issuance of and payments on the notes, the assets of the issuer, the cash flows in this securitization transaction and the credit enhancement available for the notes. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the notes, you will need to read this prospectus in its entirety.

Principal Parties

Issuer

Mercedes-Benz Auto Lease Trust 2021-A, a Delaware statutory trust, will be governed by an amended and restated trust agreement between the depositor and the owner trustee. The issuer will issue the notes and the certificates to the depositor as consideration for the transfer by the depositor to the issuer of an exchange note backed by a pool of Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. The issuer will rely upon collections on the exchange note and the funds on deposit in certain accounts to make payments on the notes. The issuer will be solely liable for the payment of the notes.

The notes will be obligations of the issuer secured by the assets of the issuer. The notes will not represent obligations of Daimler Trust Leasing LLC, Mercedes-Benz Financial Services USA LLC or any of their respective affiliates.

Depositor

Daimler Trust Leasing LLC, a Delaware limited liability company, will transfer the exchange note to the issuer.

Daimler Trust Leasing LLC’s principal executive offices are located at 36455 Corporate Drive, Farmington Hills, Michigan 48331, and its telephone number is (248) 991-6700.

Sponsor, Servicer and Administrator

Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company, will be the sponsor of the securitization, the administrator for the issuer and responsible for servicing the leases and the related leased vehicles.

Mercedes-Benz Financial Services USA LLC’s principal executive offices are located at 36455 Corporate Drive, Farmington Hills, Michigan 48331, and its telephone number is (248) 991-6700.

Owner Trustee

Wilmington Trust, National Association, a national banking association, will act as owner trustee of the issuer.

Indenture Trustee

U.S. Bank National Association, a national banking association, will act as indenture trustee with respect to the notes.

Titling Trust

Daimler Trust, a Delaware statutory trust. Mercedes-Benz dealers have assigned and will assign closed-end retail lease contracts and the related leased vehicles to the titling trust. Some of the leases and related leased vehicles assigned to the titling trust have been allocated to a separate pool of assets in the titling trust, which we call the “reference pool,” cash flow from which is directed to make payments on a note called the “exchange note.” The titling trust will issue, and the issuer will hold, the exchange note.

Titling Trustee

BNY Mellon Trust of Delaware (f/k/a BNY Mellon Trust (Delaware)) (f/k/a The Bank of New York (Delaware)), a Delaware banking corporation.

Initial Beneficiary

Daimler Trust Holdings LLC, a Delaware limited liability company.

Titling Trust Administrator

Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company.

Collateral Agent

Daimler Title Co., a Delaware corporation.

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Administrative Agent

U.S. Bank Trust National Association, a national banking association.

Asset Representations Reviewer

Clayton Fixed Income Services LLC, a Delaware limited liability company.

Terms of the Securities

The Notes

The following classes of notes, referred to herein as the “notes,” are being issued by the issuer in an aggregate principal amount of $1,273,860,000:

Note Class	Initial Note Balance	Interest Rate Per Annum
A-1	$245,000,000	0.14694%
A-2	$490,000,000	0.18%
A-3	$428,000,000	0.25%
A-4	$110,860,000	0.32%

The notes will bear interest at the rates set forth above and interest will be calculated in the manner described under “Interest Accrual.”

The notes will be issued in book-entry form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The depositor or its affiliates may initially retain some or all of one or more classes of the notes offered hereby.

The Certificates

The issuer will issue Mercedes-Benz Auto Lease Trust 2021-A certificates to the depositor. The certificates, which reflect the residual interest in the issuer, are not being offered by this prospectus. The depositor will initially retain the certificates in satisfaction of the risk retention obligations of the sponsor. See “Credit Risk Retention” for more information. The certificates will not have a principal balance and will not bear interest. All distributions in respect of the certificates will be subordinated to payments on the notes. Any information in this prospectus relating to the certificates is presented solely to provide you with a better understanding of the notes.

Important Dates

Cutoff Date

The cutoff date is the close of business on November 30, 2020. Unless otherwise indicated, the statistical information presented in this prospectus is presented as of the cutoff date.

Closing Date

The closing date will be on or about January 27, 2021.

Collection Periods

For any payment date, the month immediately preceding the month in which the related payment date occurs (or, in the case of the first collection period, the period from but excluding the cutoff date to and including the last day of the month immediately preceding the month in which the first payment date occurs).

Payment Dates

Payments will be made on the 15th day of each month (or, if the 15th day is not a business day, the next succeeding business day). The first payment date will be February 16, 2021.

Final Scheduled Payment Dates

The final principal payment for each class of notes is due and payable on the final scheduled payment date for such class listed below:

Note Class		Final Scheduled Payment Date
A-1		February 15, 2022
A-2		March 15, 2023
A-3		January 16, 2024
A-4		October 15, 2026

Record Dates

On each payment date, the issuer will make payments to the holders of the notes as of the related record date. So long as the notes are in book-entry form, the record date will be the business day immediately preceding such payment date or, with respect to any notes that have been issued in fully registered, certificated form, the last business day of the month preceding the payment date.

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Interest Accrual

Class A-1 Notes

“Actual/360”, accrued from and including the prior payment date (or from and including the closing date, in the case of the first payment date) to but excluding the current payment date.

Class A-2 Notes, Class A-3 Notes and Class A-4 Notes

“30/360,” accrued from and including the 15th day of the prior calendar month (or from and including the closing date, in the case of the first payment date) to but excluding the 15th day of the current calendar month (assuming each month has 30 days).

Interest Payments

On each payment date, to the extent that funds are available, the holders of each class of notes will receive accrued interest at the interest rate for that class. Interest payments on each class of notes will have the same priority. Interest accrued but not paid on any payment date will be due on the immediately succeeding payment date, together with, to the extent permitted by applicable law, interest on that unpaid interest at the related interest rate.

If the notes are accelerated following the occurrence of an event of default under the indenture, any fees, expenses and indemnified amounts of the collateral agent, the administrative agent, the asset representations reviewer, the owner trustee and the indenture trustee will be payable in an unlimited amount prior to the payment of interest on the notes as described under “Changes in Priority of Distributions Following Acceleration.”

For a more detailed description of the payment of interest, see “Description of the Notes—Payments of Interest,” “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default” and “Application of Available Funds—Priority of Payments.”

Principal Payments

On each payment date, from the amounts allocated to the holders of the notes to pay principal described in clauses (3) and (5) under “Priority of Distributions,” the issuer will pay principal of the notes in the following order of priority:

(1)	to the class A-1 notes until they have been paid in full;

(2)	to the class A-2 notes until they have been paid in full;

(3)	to the class A-3 notes until they have been paid in full; and

(4)	to the class A-4 notes until they have been paid in full.

If a payment date is a final scheduled payment date for one or more classes of notes, as specified under “Terms of the Securities—The Notes,” all principal and interest with respect to such class of notes will be payable in full (if not previously paid).

If the notes are accelerated following the occurrence of an event of default under the indenture, the issuer will pay principal of the notes in the following order of priority:

(1)	to the class A-1 notes until they have been paid in full; and

(2)	to the class A-2 notes, the class A-3 notes and the class A-4 notes, pro rata, until all classes of notes have been paid in full.

For a more detailed description of the payment of principal, see “Description of the Notes—Payments of Principal,” “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default” and “Application of Available Funds—Priority of Payments.”

Priority of Distributions

On each payment date prior to the occurrence of an event of default under the indenture and acceleration of the maturity of the notes, from amounts received by the issuer with respect to payments on the exchange note for the related collection period and, with respect to the distributions described in clauses (1) through (3), amounts available for withdrawal from the reserve fund, the issuer will distribute the following amounts in the following order of priority:

(1)

pro rata, if not previously paid, the fees, if any, expenses and indemnified amounts due to the indenture trustee, the owner trustee, the collateral agent, the administrative agent and the asset representations reviewer for the related collection period, plus any overdue fees, expenses and indemnified amounts of such parties for one or more prior collection periods to each such party; provided, however, that the aggregate amount to be paid pursuant to this clause for such fees, expenses and indemnified amounts shall not exceed $250,000 in any given calendar year;

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(2)	the interest distributable amount for the notes, to the distribution account, for payment ratably to the holders of the notes;

(3)

principal of the notes in an amount equal to the excess, if any, of (a) the aggregate principal amount of the notes (before giving effect to any payments made to the holders of the notes on the related payment date) over (b) the aggregate securitization value as of the last day of the related collection period, to the distribution account for payment to the holders of the notes;

(4)

the amount, if any, necessary to fund the reserve fund up to the required reserve amount, which will be 0.25% of the aggregate securitization value of the leases as of the cutoff date or, on any payment date occurring on or after the date on which the aggregate principal amount of the notes has been reduced to zero, zero, into the reserve fund;

(5)

principal of the notes in an amount equal to (a) the excess, if any, of (i) the aggregate principal amount of the notes (before giving effect to any payments made to the holders of the notes on the related payment date) over (ii) the aggregate securitization value as of the last day of the related collection period minus the target overcollateralization amount described under “Description of the Notes—Credit Enhancement—Overcollateralization” less (b) any amounts allocated to pay principal as described in clause (3) above, to the distribution account for payment to the holders of the notes;

(6)	if a successor servicer has replaced the servicer, any unpaid transition expenses due in respect of the transfer of servicing and any additional servicing fees for the related collection period to the successor servicer;

(7)	any fees, expenses and indemnified amounts due to the owner trustee, indenture trustee, collateral agent, administrative agent and asset representations reviewer, pro rata, that have not been paid as described in clause (1) above; and

(8)	any remaining amounts to the certificateholders.

For purposes of these distributions, on any payment date the principal amount of a class of notes will be calculated as of the immediately preceding payment date after giving effect to all payments made on such preceding payment date, or, in the case of the first payment date, as of the closing date.

All amounts distributed in respect of principal of the notes will be paid in the manner and priority described under “Principal Payments.”

In addition, if the sum of the amounts on deposit in the exchange note collection account and the reserve fund on any payment date equals or exceeds the aggregate principal amount of the notes, accrued and unpaid interest thereon and certain amounts due to the collateral agent, the administrative agent, the asset representations reviewer, the owner trustee, the indenture trustee and the servicer, all such amounts will be applied up to the amount necessary to retire the notes and pay all amounts due to each such entity.

For a more detailed description of the priority of distributions and the allocation of funds on each payment date, see “Description of the Notes” and “Application of Available Funds—Priority of Payments.”

Changes in Priority of Distributions Following Acceleration

If the notes are accelerated following the occurrence and continuation of an event of default under the indenture, the priority of distributions will change to the following order of priority:

(1)	pro rata, the fees, expenses and indemnified amounts of the owner trustee, the indenture trustee, the collateral agent, the administrative agent and the asset representations reviewer due to each of them, without limitation;

(2)	the interest distributable amount for the notes, ratably to the holders of the notes;

(3)	principal of the class A-1 notes, to the holders of the class A-1 notes, until the class A-1 notes have been paid in full;

(4)	principal of the class A-2 notes, the class A-3 notes and the class A-4 notes, pro rata, to the holders of the class A-2 notes, the class A-3 notes and the class A-4 notes, until all such classes of notes have been paid in full;

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(5)	if any entity has replaced the servicer, any unpaid transition expenses due in respect of a transfer of servicing and any additional servicing fees for the related collection period to the successor servicer; and

(6)	any remaining amounts to the certificateholders.

Following the occurrence and continuation of an event of default that has not resulted in an acceleration of the notes, no change will be made in the priority of payments on the notes on each payment date.

For a more detailed description of the priority of distributions and the allocation of funds following an acceleration of the notes resulting from the occurrence of an event of default under the indenture see “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”

Credit Enhancement

General

Credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing credit losses on the leases, residual losses on the related leased vehicles and other shortfalls in cash flows. The available credit enhancement will be limited. Losses on the leases and related leased vehicles in excess of available credit enhancement will not result in a write down of the principal amounts of the notes. Instead, if losses on the leases and related leased vehicles exceed the amount of available credit enhancement, the amount available to make payments on the notes will be reduced to the extent of such losses.

Credit enhancement for the notes generally will include the following:

Overcollateralization

Overcollateralization will represent the amount by which the aggregate securitization value of the leases and the related leased vehicles exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb credit losses on the leases and residual losses on the related leased vehicles that are not otherwise covered.

The initial amount of overcollateralization will be approximately 14.50% of the aggregate securitization value as of the cutoff date of the leases and related leased vehicles to be allocated to the reference pool on the closing date which will equal approximately $216,039,733.86.

The application of funds as described in clause (5) of “Priority of Distributions” is designed to increase over time the amount of overcollateralization as of any payment date to a target amount. The amount of target overcollateralization for each payment date will equal 15.75% of the aggregate securitization value as of the cutoff date of the leases and related leased vehicles to be allocated to the reference pool on the closing date.

The amount of target overcollateralization will be attained by paying an amount of principal on the notes on the first several payment dates after the closing date that is greater than the principal component of the lease payments paid by lessees during that time.

Excess Spread

More interest is expected to be paid by the lessees in respect of the leases in the reference pool than is necessary to pay the related servicing fee, certain amounts due to the collateral agent, the administrative agent, the asset representations reviewer, the owner trustee, the indenture trustee and the servicer and accrued and unpaid interest on the notes each month. Any such excess interest payments from lessees will serve as additional credit enhancement.

For a more detailed description of the use of excess spread as credit enhancement for the notes, see “Description of the Notes—Credit Enhancement—Excess Spread.”

Reserve Fund

On the closing date, the servicer will establish with the securities intermediary, in the name of the indenture trustee, a reserve fund into which certain amounts on the closing date and certain excess collections on or in respect of the leases and leased vehicles will be deposited pursuant to clause (4) of “Priority of Distributions.” The reserve fund will afford noteholders limited protection against losses on the leases and leased vehicles. The reserve fund will be fully funded on the closing date with a deposit by the depositor of an amount equal to 0.25% of the aggregate securitization value as of the cutoff date of the leases and leased vehicles to be allocated to the reference pool on the closing date.

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The amount required to be on deposit in the reserve fund on any payment date will be $3,724,749.33; provided, that the required amount may not be greater than the aggregate principal amount of the notes.

On each payment date, the indenture trustee will deposit in the reserve fund, from amounts collected on or in respect of the exchange note during the related collection period that are not used on that payment date to make required payments to the collateral agent, the administrative agent, the asset representations reviewer, the owner trustee, the indenture trustee, the servicer and the noteholders, the amount, if any, by which (i) the amount required to be on deposit in the reserve fund on that payment date exceeds (ii) the amount on deposit in the reserve fund on that payment date.

On each payment date, the indenture trustee will withdraw (or cause to be withdrawn) funds from the reserve fund, up to the amount on deposit therein, to the extent needed to make the following payments:

(1)

pro rata, if not previously paid, to the indenture trustee, the owner trustee, the collateral agent, the asset representations reviewer and the administrative agent, the fees, if any, expenses and indemnified amounts due to such parties for the related collection period plus any overdue fees, expenses and indemnified amounts of such parties for one or more prior collection periods to each such party; provided, however, that the aggregate amount to be paid pursuant to this clause for such fees, expenses and indemnified amounts shall not exceed $250,000 in any given calendar year;

(2)

to the noteholders, monthly interest described in clause (2) and the amounts allocated to pay principal described in clause (3) under “Priority of Distributions,” if any, required to be paid on the notes on that payment date plus any overdue monthly interest due to any class of notes for the previous payment date; and

(3)	to the noteholders, principal payments required to reduce the principal amount of a class of notes to zero on or after its final scheduled payment date.

For a more detailed description of the deposits to and withdrawals from the reserve fund, see “Description of the Notes—Credit Enhancement—Reserve Fund.”

The various forms of credit enhancement described herein are intended to reduce the risk of payment default by the issuer. Available collections and certain funds available from credit enhancement will be applied in accordance with the priority set forth in “Application of Available Funds—Priority of Payments” or following the occurrence of an event of default under the indenture, set forth in “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.” To the extent available collections and certain funds available from credit enhancement are insufficient to make all such distributions, such collections and amounts would be applied to the items having the then-highest priority of distribution, in which case items having lower priority of distribution may not be paid, either in whole or in part.

Optional Purchase of Exchange Note

The servicer will have the right to cause the redemption of the notes in whole by exercising its option to purchase the exchange note from the issuer on any payment date when the aggregate principal amount of the notes is less than or equal to 5% of the aggregate principal amount of the notes as of the closing date. The purchase price will equal the unpaid principal amount of the exchange note plus accrued and unpaid interest thereon as of the last day of the related collection period; provided, however, that the purchase price must equal or exceed the aggregate outstanding principal amount of the notes, plus accrued and unpaid interest thereon. The issuer will apply the payment of such purchase price to the payment of principal and interest on the notes in full and to pay amounts due to the servicer, the owner trustee, the indenture trustee, the collateral agent, the asset representations reviewer and the administrative agent.

For a more detailed description of this optional purchase right, see “Description of the Transaction Documents—Optional Purchase.”

Events of Default

Following the occurrence and continuation of any of the following events of default, the indenture trustee or the holders of at least 51% of the aggregate principal amount of the notes may accelerate the notes to become immediately due and payable:

•	a default for five days or more in payment of interest on the notes when due;

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•	a default in the payment of principal of any note on its final scheduled payment date;

•

a default in the observance or performance of any other covenant or agreement of the issuer made in the indenture, which default is materially adverse to the holders of the notes and has not been cured for a period of 60 days after written notice thereof has been given to the issuer by the depositor or the indenture trustee or to the issuer, the depositor and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the notes;

•

any representation or warranty made by the issuer in the indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material adverse respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the issuer by the depositor or the indenture trustee or to the issuer, the depositor and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the notes; or

•	an insolvency or a bankruptcy with respect to the issuer (which, if involuntary, is not dismissed within 90 days);

provided, that a delay in or failure of performance referred to under the first, second, third and fourth bullet points for a period of 120 days will not constitute an event of default if that failure or delay was caused by a force majeure.

Also, upon an event of default and acceleration of the notes, the indenture trustee may liquidate or sell the assets of the issuer; provided, that if such event of default is not caused by a failure to pay interest or principal, then the following conditions must be met:

•	the proceeds of the sale or liquidation of the issuer’s assets would be sufficient to repay the noteholders in full;

•	100% of the holders of the notes consent to such sale or liquidation; or

•

the indenture trustee has determined pursuant to the provisions of the indenture that the assets of the issuer will be insufficient to continue to make all required payments of principal and interest on the notes when due and payable, and the holders of notes evidencing at least 66 2/3% of the aggregate principal amount of the notes consent to such sale or liquidation.

For a more detailed description of the events of default under the indenture and the related remedies, see “Description of the Notes—Events of Default” and “—Rights Upon an Event of Default.”

Property of the Issuer

General

The property of the issuer will include the following:

•	an exchange note secured by the leases and the related leased vehicles allocated to the reference pool;

•	amounts on deposit in the accounts owned by the issuer and permitted investments of those accounts;

•	rights under certain transaction documents; and

•	the proceeds of any and all of the above.

For more information regarding the issuer’s property, see “—Reference Pool” and “—The Exchange Note” below and “The Issuer—Property of the Issuer,” “The Exchange Note” and “The Leases.”

Reference Pool

As of the cutoff date, the leases had the following characteristics:

•	the aggregate securitization value, based on the securitization rate, of the leases and leased vehicles was $1,489,899,733.86;

•	the total number of leases was 35,662;

•	the discounted aggregate residual value of the leases being financed was approximately 58.99% of the aggregate securitization value;

•	the weighted average original number of monthly payments of the leases was 38.62 months; and

•	the weighted average remaining number of monthly payments of the leases was 25.29 months.

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For more detailed information regarding the characteristics of the leases in the reference pool, see “The Leases—Characteristics of the Leases.”

The cutoff date aggregate securitization value of the leases allocated to the reference pool will equal the sum of (1) the present value of the remaining monthly payments payable under such leases and (2) the present value of the residual values of the related leased vehicles, each determined using the securitization rate.

The residual value of a leased vehicle will equal the lowest of (1) the value of the leased vehicle at the lease maturity date established or assigned by the servicer at the time of origination of the related lease, (2) the expected wholesale value of the leased vehicle at the lease maturity date based on a residual value estimate of Book 6 (November/December edition) provided by Automotive Lease Guide in November 2020 and (3) the expected wholesale value of the leased vehicle at the lease maturity date based on a residual value estimate provided by Automotive Lease Guide at the time such lease was originated.

The securitization rate for any lease and the related leased vehicle allocated to the reference pool will be the higher of the related contract rate and a discount rate equal to 6.60%.

The securitization rate will be established based on, among other things, market interest rates and the assumed interest rates on the notes.

The Exchange Note

Mercedes-Benz and smart automobile dealers have assigned motor vehicle retail lease contracts and the related leased vehicles to the titling trust. The leases have been underwritten using the underwriting criteria described under “MBFS USA—Underwriting.” The titling trust has purchased these lease contracts from such dealers through cash advances made by Mercedes-Benz Financial Services USA LLC, as lender, to the titling trust, under the terms of a revolving facility.

On the closing date, the titling trust will issue an exchange note for the series 2021-A transaction secured by the reference pool of leases and the related leased vehicles. The initial principal amount of the exchange note will be $1,415,404,747.17. The exchange note will bear interest at a per annum rate equal to 0.33% per annum. The final scheduled maturity date of the exchange note will be October 15, 2026.

The titling trust will issue the exchange note to Mercedes-Benz Financial Services USA LLC, as lender, which will then sell the exchange note to the depositor. The exchange note will be transferred by the depositor to the issuer at the time the issuer issues the notes. The issuer will assign and pledge the exchange note to the indenture trustee, which will hold a first priority, perfected security interest in the exchange note for the benefit of the noteholders. The exchange note will evidence a debt secured by the leases and related leased vehicles included in the reference pool. The issuer, as holder of the exchange note, will not have an interest in any other assets of the titling trust. Payments made on or in respect of any other titling trust assets will not be available to make payments on the exchange note.

The exchange note will not be offered to you under this prospectus.

For more information regarding the exchange note and exchange note payments, see “The Exchange Note” and “Application of Available Funds— Sources of Funds for Distributions.”

Removal of Assets

The servicer may be required to repurchase from the reference pool certain leases and leased vehicles if, among other things, (1) there is a breach of the representations and warranties relating to those leases or leased vehicles and such breach materially and adversely affects the interests of the issuer and is not timely cured or (2) the servicer extends a lease so that it matures later than the payment date occurring six months prior to the final scheduled payment date of the class A-4 notes.

Reallocation of Leases and Leased Vehicles from the Reference Pool

The servicer will be obligated to deposit or cause to be deposited into the exchange note collection account an amount equal to the securitization value of any leases and related leased vehicles, including any interest accrued and unpaid with regard to such lease, that breach certain representations and warranties and such breach materially and adversely affects the issuer and is not timely cured.

For more information regarding the representations and warranties made by the servicer and the depositor, see “The Leases—General” and “—Representations and Warranties.” For more information regarding the obligation of the servicer to reallocate leases and the related leased vehicles from the reference pool, see “The Leases—MBFS USA Must Repurchase Certain Leases” and “Description of the Transaction Documents—Sales or Other Disposition of Leased Vehicles.”

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Servicing and Servicer Compensation

Mercedes-Benz Financial Services USA LLC’s responsibilities as servicer will include, among other things, collection of payments, realization on the residual values of the leased vehicles, selling or otherwise disposing of leased vehicles relating to delinquent or defaulted leases and monitoring the performance of the leases. In return for its services, the issuer will be required to pay the servicer a servicing fee on each payment date for the related collection period equal to the product of 1/12 of 1.00% (or 1/6 of 1.00% in the case of the first payment date) and the aggregate securitization value as of the first day of the related collection period (or as of the cutoff date in the case of the first payment date).

The servicing fee will be payable on each payment date prior to any other distributions as described in clause (1) under “The Exchange Note –Payments on the Exchange Note.”

In addition, as supplemental servicing compensation, the servicer will be entitled to retain any and all fees and charges paid by lessees, including, among other things, late payment fees, returned instrument or automatic clearing house transaction charges, extension fees, purchase option fees, service fees, disposition fees, termination fees and similar charges received with respect to any lease other than excess wear and tear or excess mileage charges. For more detailed information about additional servicing compensation, see “Description of the Transaction Documents—Servicing Compensation.”

Servicer Advances

The servicer may, at its option, advance to the issuer lease payments that are due but unpaid by the lessees. The servicer will not be required to make any servicer advance if it determines that it will not be able to recover such servicer advance from future payments on the related lease or leased vehicle. The servicer will be reimbursed for any nonrecoverable advances as described in clause (1) under “The Exchange Note –Payments on the Exchange Note.”

Ratings

The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to rate the notes. A rating is not a recommendation to purchase, hold or sell the notes, inasmuch as a rating does not comment as to market price or suitability for a particular investor. A rating agency rating the notes may, in its discretion, lower or withdraw its rating in the future as to any class of notes.

None of the sponsor, depositor, servicer, administrator, indenture trustee, owner trustee, titling trustee, collateral agent, administrative agent or any of their respective affiliates will be required to monitor any changes to the ratings on the notes.

Tax Status

Opinions of Counsel

In the opinion of Sidley Austin llp, assuming compliance with all of the provisions of the applicable transaction documents, for United States federal income tax purposes, the notes will be characterized as debt if held by persons other than the beneficial owner of 100% of the equity of the issuer or an affiliate of such beneficial owner for such purposes, and the issuer will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

Investor Representations

If you purchase notes, you agree by your purchase that you will treat the notes as indebtedness for United States federal income tax purposes. You should consult your own tax advisor regarding the federal tax consequences of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.

For a more detailed description of the tax consequences of acquiring, holding and disposing of notes, see “Material Federal Income Tax Consequences.”

ERISA Considerations

The notes may generally be purchased by or with plan assets of employee benefit and other benefit plans and individual retirement accounts, subject to the considerations discussed under “Certain ERISA Considerations.” Each investing employee benefit or other benefit plan subject to ERISA or Section 4975 of the Internal Revenue Code, and each person investing on behalf of or with plan assets of such plans, will be deemed to make certain representations.

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For a more detailed description of certain ERISA considerations applicable to a purchase of the notes, see “Certain ERISA Considerations.”

Eligibility for Purchase by Money Market Funds

On the closing date, the class A-1 notes will be structured to be eligible securities for purchase by money market funds under paragraph (a)(11) of Rule 2a-7 under the Investment Company Act. Rule 2a-7 includes additional criteria for investments by money market funds, including additional requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund purchasing class A-1 notes should consult its counsel before making a purchase.

Certain Investment Company Act Considerations

The issuer is not registered as an “investment company” under the Investment Company Act. In determining that the issuer is not required to be registered as an investment company, the issuer is relying on the exemption in Rule 3a-7 under the Investment Company Act, although other exclusions or exemptions may also be available to the issuer.

Certain Legal Investment Considerations

The issuer is structured so as not to constitute a “covered fund” for purposes of the regulations commonly referred to as the “Volcker Rule,” adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The notes are not suitable investments for all investors		The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.

You may have difficulty selling your notes and/or obtaining your desired price		There may be no secondary market for the notes. The underwriters may participate in making a secondary market in the notes, but are under no obligation to do so. We cannot assure you that a secondary market will develop or, if it does develop, that such market will provide noteholders with sufficient liquidity of investment at any time during the period for which your notes are outstanding. Any investor in the notes must be prepared to hold its notes for an indefinite period of time or until the related final scheduled payment date or alternatively such investor may only be able to sell its notes at a discount to the original purchase price of those notes. In addition, there have been times in the past where there have been very few buyers of asset backed notes and thus there has been a lack of liquidity in the secondary market. The COVID-19 pandemic has caused disruptions and volatility in global financial markets. The continuation of COVID-19 pandemic (in addition to or in combination with other future events) could result in a similar lack of liquidity in the secondary market in the future. As a result, you may not be able to sell your notes when you want to do so, or you may not be able to obtain the price that you wish to receive.

The issuer’s assets are limited, only the assets of the issuer are available to make payments on your notes and you may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement		The notes represent indebtedness of the issuer and will not be insured or guaranteed by MBFS USA, the depositor, the servicer, any of their respective affiliates or any other person or entity. The only source of payment on your notes will be payments received on the leases and the related leased vehicles in the reference pool and the other credit enhancement described herein. The notes and the leases will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity. Therefore, you must rely solely on the assets of the issuer for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes. The residual values are future projections that are based on projections by Automotive Lease Guide, as described herein. There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct.

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		If the residual values of the leased vehicles are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement is exceeded.

Prepayments, including prepayments on the leases and the related leased vehicles, may adversely affect the average life of, and rate of return on, your notes		You may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes. Faster than expected prepayments on the leases may cause the issuer to make payments on its notes earlier than expected. A variety of economic, social and other factors will influence both the rate of optional prepayments on the leases and the level of defaults. We cannot predict the effect of prepayments on the average lives of your notes. All leases, by their terms, may be prepaid at any time. Prepayments include: • prepayments in whole or in part by the lessee; • prepayments in whole or in part resulting from damages to a leased vehicle and the related insurance proceeds received; • liquidations due to default; • partial payments with proceeds from amounts received as a result of rebates, insurance premiums and physical damage, theft, credit life and disability insurance policies; • payments due to a required repurchase from the reference pool of leases and the related leased vehicles by the servicer for specified breaches of certain servicing obligations or representations, warranties and covenants, to the extent such breach materially and adversely affects the interest of the issuer and such breach is not timely cured; and • an optional repurchase of the issuer’s assets by the servicer, as described under “Description of the Transaction Documents—Optional Purchase.” You will bear any reinvestment risks resulting from prepayments and the corresponding acceleration of payments on the notes. As a result of prepayments, the final payment of each class of notes is expected to occur prior to its final scheduled payment date. If sufficient funds are not available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes will occur later than scheduled.

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Amounts on deposit in the reserve fund will be limited and subject to depletion		The amount on deposit in the reserve fund will be used to fund certain payments of monthly interest and certain distributions of principal to noteholders on each payment date if payments received on or in respect of the leases and leased vehicles allocated to the reference pool, including amounts recovered in connection with the repossession and sale of leased vehicles that secure defaulted leases, are not sufficient to make such payments. There can be no assurances, however, that the amount on deposit in the reserve fund will be sufficient on any payment date to assure payment of your notes. If the leases experience higher losses than were projected in determining the amount required to be on deposit in the reserve fund on the closing date, the actual amount on deposit in the reserve fund on a payment date may be less than projected. If, on any payment date, available collections and amounts in the reserve fund are not sufficient to pay in full the monthly interest and distributions of principal due on the notes, you may experience payment delays with respect to your notes. If on subsequent payment dates the amount of that insufficiency is not offset by excess collections on or in respect of the leases and leased vehicles allocated to the reference pool and amounts recovered in connection with the repossession and sale of leased vehicles that secure defaulted leases, you will experience losses with respect to your notes.

Overcollateralization may not increase as expected		The overcollateralization is expected to increase to the target overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the aggregate securitization value of the reference pool from the amortization of the leases and related leased vehicles. It is not certain, however, that the target overcollateralization amount will be reached or maintained, or that the leases will generate sufficient collections to pay your notes in full. For more information about overcollateralization as a form of credit enhancement for your notes, see “Description of the Notes — Credit Enhancement — Overcollateralization.”

Failure to pay principal on your notes will not constitute an event of default until maturity		The amount of principal required to be paid to noteholders will be limited to amounts available for that purpose in the exchange note collection account and amounts in the reserve fund. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes.

Proceeds of the liquidation of the assets of the issuer may not be sufficient to pay your notes in full		If so directed by the holders of the requisite percentage of the notes, following an acceleration of the notes upon an event of default, the indenture trustee will liquidate the assets of the issuer only in limited circumstances. The noteholders will suffer losses if the indenture trustee sells the assets of the issuer for less than the total amount due on its notes. We cannot assure you that sufficient funds would be available to repay those noteholders in full.

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Payment priorities and changes in the order of the priority of distributions following an indenture event of default increase risk of loss or delay in payment to certain classes of notes		Classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. In addition, because the principal of each class of notes generally will be paid sequentially, classes of notes that have higher numerical class designations generally are expected to be outstanding longer and therefore will be exposed to the risk of losses on the leases during periods after other classes of notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished. If an event of default under the indenture has occurred and the notes have been accelerated, note principal payments and amounts that would otherwise be payable to the holders of the certificates will be paid first to the class A-1 notes until they have been paid in full, then pro rata to the other classes of notes based upon the principal amount of each such class. As a result, in relation to the class A-1 notes, the yields of the class A-2 notes, the class A-3 notes and the class A-4 notes will be relatively more sensitive to losses on the leases and the related leased vehicles and the timing of such losses. If available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated and you could suffer a loss. In addition, the notes are subject to risk because payments of principal and interest on the notes on each payment date are subordinated to the servicing fee and the related servicer advance reimbursement amount due to the servicer and certain capped fees, expenses and indemnities due to the owner trustee, the indenture trustee, the collateral agent, the asset representations reviewer and the administrative agent (or, after the occurrence of an event of default and the acceleration of the notes, uncapped fees, expenses and indemnities due to the owner trustee, the indenture trustee, the collateral agent, the asset representations reviewer and the administrative agent). This subordination could result in reduced or delayed payments of principal and interest on the notes. For more information on interest and principal payments, see “Description of the Notes—Payments of Interest” and “—Payments of Principal.”

Withdrawal or downgrade of the initial ratings of the notes, or the issuance of unsolicited ratings on the notes, will affect the prices for the notes upon resale, and the payment of rating agency fees by the sponsor or the issuer may present a conflict of interest		The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. A rating is not a recommendation to purchase, hold or sell notes, and it does not comment as to market price or suitability for a particular investor. The ratings of the notes address the assigning rating agency’s assessment of the likelihood of the payment of principal and interest on the notes according to their terms. We cannot assure you that a rating will remain for any given period of time or that a rating agency will not lower, withdraw or qualify its rating if, in its judgment, circumstances in the future so warrant, or that one or more additional rating agencies, not hired by the sponsor or the depositor to rate the notes, may nonetheless provide a rating for the notes that will be lower than any rating assigned by a hired rating agency. In addition, in the event that a rating with respect to any notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to such notes. A reduction, withdrawal or qualification of a note’s rating would adversely affect its value.

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		The sponsor will not hire any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. Under SEC rules, however, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each qualified NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their respective affiliates will have any obligation to inform you of any unsolicited ratings assigned on or after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. None of the sponsor, the depositor, the owner trustee, the indenture trustee, the collateral agent or any of their respective affiliates will be required to monitor any changes to the ratings on the notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the leases and leased vehicles allocated to the reference pool and the credit enhancement on the notes, and not to rely solely on the ratings on the notes. Additionally, we note that it may be perceived that a rating agency has a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor or the issuer pays the fee charged by the rating agency for its rating services.

Retention of notes could adversely affect the market value of your notes and/or limit your ability to resell your notes		The depositor or one of its affiliates may retain some or all of one or more of the classes of notes. As a result, the market for a partially retained class of notes may be less liquid than would otherwise be the case and, if retained notes are later sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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Risks Relating to the Leases and Leased Vehicles

The residual value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs, the COVID-19 pandemic and other factors		Historical residual value loss experience on leased vehicles is partially attributable to new vehicle pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new vehicles introduced by MBFS USA, its affiliates or its competitors that effectively reduce the prices of new vehicles may have the effect of reducing demand by consumers for pre-owned vehicles. The reduced demand for pre-owned vehicles resulting from discount pricing incentives or other marketing incentive programs may reduce the prices consumers will be willing to pay for pre-owned vehicles, including leased vehicles included in the reference pool at the end of the related leases and thus reduce the residual value of such leased vehicles. In addition, the pricing of pre-owned vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, general economic factors and conditions, fuel costs, the introduction and pricing of new vehicle models, legislation relating to emissions and fuel efficiency, possible vehicle recalls and other factors that are beyond the control of the issuer, the depositor or the servicer. Significant increases in the inventory of pre-owned automobiles during periods of economic slowdown or recession may also depress the prices at which off-lease automobiles may be sold or delay the timing of these sales. Additionally, if a lessee fails to maintain appropriate insurance with respect to a leased vehicle, insurance coverage with respect to a damaged leased vehicle may be unavailable or be exhausted and no third-party reimbursement for the damage may be obtained. Although each lease contract and applicable state law require that appropriate insurance with respect to leased vehicles be maintained by the lessees, MBFS USA is not obligated to, and does not, monitor whether the lessees are in fact maintaining such insurance. The global economic volatility resulting from the COVID-19 pandemic may also adversely affect the resale value for returned leased vehicles or restrict the ability of dealers to accept return of leased vehicles. Disruptions caused by the COVID-19 pandemic have decreased consumer demand for vehicles and could, alone or in combination with other factors such as the possible liquidation of rental car fleets, result in declines in pre-owned vehicle prices. Stay-at-home orders and similar measures enacted to combat the spread of COVID-19 have disrupted dealer and auction activity in many locations and the reimposition or continuation of such measures could impair the servicer’s ability to liquidate leased vehicles, which may reduce the resale value for returned leased vehicles and cause substantial delays in leased vehicle liquidations. In addition, federal, state and local laws, regulations, executive orders and other guidance could preclude or delay the servicer from selling returned or repossessed leased vehicles, delaying and possibly reducing recoveries on such vehicles. Higher inventories of vehicles among market participants as a result of the COVID-19 pandemic could lead to an increase in the supply of used vehicles which could also adversely affect residual values.

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		As a result of any of these factors, the proceeds received by the titling trust upon disposition of leased vehicles may be reduced. If the resulting residual value losses exceed the credit enhancement available for the notes, you may suffer a loss on your investment.

Vehicle recalls could adversely affect the performance of the reference pool assets		Lessees of leased vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their leases. Significant increases in the inventory of pre-owned vehicles subject to a recall may also depress the prices at which repossessed vehicles may be sold or delay the timing of those sales. If the default rate on the leases allocated to the reference pool increases and the price at which the related leased vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the leases allocated to the reference pool, you may experience delays in payments or losses on your investment.

Losses on the leased vehicles may be affected disproportionately because of geographic concentration of the leases		The servicer’s records indicate that, as of the cutoff date, 29.89%, 14.01%, 12.88%, 7.89% and 5.20% of the aggregate securitization value of the leases and leased vehicles allocated to the reference pool are related to lessees with mailing addresses in California, New York, Florida, New Jersey and Texas, respectively. No other state accounted for more than 5.00% of the aggregate securitization value as of the cutoff date. If any such states experience adverse economic changes, such as an increase in the unemployment rate, including as a result of the COVID-19 pandemic, lessees in those states may be unable to make timely payments on their leases which may affect the rate of prepayment and defaults on such leases and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their residual values and you may experience payment delays or losses on your notes. Extreme weather conditions, including wildfires, hurricanes and floods, or other natural disasters could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related lessees’ ability to make timely payments could be adversely affected. Adverse impacts from the COVID-19 pandemic in those states where there is a concentration of leases could worsen the effects of the pandemic on the reference pool assets and the notes. Particularly if any of these adverse events occurs in a state where there is a concentration of leased vehicles, the issuer’s ability to make payments on the notes could be adversely affected. For a discussion of the breakdown of the leases and leased vehicles by state, see “The Leases – Characteristics of the Leases.”

The concentration of leased vehicles to particular models could negatively affect the reference pool assets		The ML/GLE, GLK/GLC, C, E, GL/GLS, S and GLA Class models represent approximately 17.12%, 14.67%, 13.30%, 12.72%, 8.92%, 7.92% and 5.39%, respectively, of the aggregate securitization value as of the cutoff date of the leases and leased vehicles allocated to the reference pool. No other model accounted for more than 5.00% of the aggregate securitization value as of the cutoff date. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. If residual value losses result that are not otherwise covered by available credit enhancement, you may incur a loss on your investment.

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Turn-in rates may increase losses		Under each lease, the lessee may elect to purchase the related vehicle during the related lease term or at the expiration of the lease for an amount generally equal to the stated residual value established at the inception of the lease, subject to certain concessions MBFS USA may offer to such lessee. Lessees who decide not to purchase their leased vehicles will expose the issuer to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at lease termination could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by MBFS USA), the level of purchase option prices for the related leased vehicles compared to new and pre-owned vehicle prices and economic conditions generally. The grant of extensions, including extensions in connection with the COVID-19 pandemic or in connection with severe hurricanes or other natural disasters that may occur from time to time, and the early termination of leases allocated to the reference pool may affect the number of turn-ins in a particular month. The effects of the COVID-19 pandemic on turn-in levels is not clear but a continued economic downturn resulting from the COVID-19 pandemic would be expected to adversely affect residual values. If lessees purchase the related leased vehicles for less than their stated residual values or if lessees opt to not purchase the related leased vehicles and such vehicles are then re-sold in the used car market at prices below their related stated residual values, and such residual losses related to these turn-ins exceed the credit enhancement available, you may suffer a loss on your investment.

Risks Relating to MBFS USA

Paying the servicer a fee based on a percentage of the securitization value of the leases may result in the inability to obtain a successor servicer		Because the servicer will be paid its base servicing fee based on a percentage of the aggregate securitization value of the leases, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to assume the duties of the servicer with respect to the remaining leases and leased vehicles. If there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period which could delay payments and reports to noteholders, adversely affect collections and ultimately lead to losses or delays in payments on your notes.

The Issuer will, to the extent of funds available on each Payment Date pursuant to the priority of payments, achieve and maintain an overcollateralization amount equal to the Target Overcollateralization Amount. To increase the amount of overcollateralization on any Payment Date and achieve the Target Overcollateralization Amount, the Issuer will be required to make principal payments on the Notes greater than the payments made by the lessees during the related Collection Period that have been allocated to principal, as described in clause (5) of “Application of Available Funds—Priority of Payments.” The amount of this payment will be funded primarily from excess spread that is not otherwise used to make required payments to the Servicer, the Owner Trustee, the Indenture Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent and on the Notes or fund the Reserve Fund on the related Payment Dates.

Excess Spread. The use of the Securitization Rate to calculate the Aggregate Securitization Value creates the effect of an interest component applicable to collections on the Leases. Excess spread for any Payment Date generally will be the amount by which collections of such interest from lessees in respect of the Leases in the Reference Pool exceeds the amount necessary to pay the related Servicing Fee and Nonrecoverable Advances due to the Servicer, certain fees, expenses and indemnities of the Owner Trustee, the Indenture Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, the Interest Distributable Amount on the Notes each month and any amounts required to be deposited into the Reserve Fund so that funds on deposit therein equal the Reserve Fund Required Amount. Any such excess in interest payments from lessees will serve as additional credit enhancement. Any excess spread will be applied on each Payment Date, as a component of Available Funds, as described in clause (5) of “Application of Available Funds—Priority of Payments” to increase over time the amount of overcollateralization as of any Payment Date to the Target Overcollateralization Amount. Generally, excess spread will also provide a source of funds to absorb any losses on the Leases and the related Leased Vehicles and reduce the likelihood of losses on the Notes.

Reserve Fund. On the Closing Date, the Servicer will establish in the name of and maintain with the Securities Intermediary on behalf of the Indenture Trustee the Reserve Fund into which certain amounts on the Closing Date and amounts described in clause (4) of “Application of Available Funds—Priority of Payments” will be deposited and from which amounts may be withdrawn to pay all monies due to the Collateral Agent, the Administrative Agent, the Asset Representations Reviewer, the Indenture Trustee and the Owner Trustee up to the cap described herein and to make required payments on the Notes. The Reserve Fund will afford Noteholders limited protection against losses on the Leases and related Leased Vehicles.

The Depositor will deposit the Reserve Fund Deposit in the Reserve Fund on the Closing Date and the amounts on deposit in the Reserve Fund will be pledged to the Issuer. On each Payment Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from Available Funds during the related Collection Period that are not used on that Payment Date to pay the Required Payment Amount, an amount up to the Reserve Fund Required Amount.

Except to the extent that the Servicer directs the Indenture Trustee to hold such funds uninvested, amounts on deposit in the Reserve Fund will be invested in Eligible Investments selected by the Servicer. The Reserve Fund must be maintained as an Eligible Account. Income received on the investment of funds on deposit in the Reserve Fund will be part of Available Funds.

On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Payment Date. If the Reserve Fund Draw Amount for any Payment Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the Reserve Fund Draw Amount and the amount on deposit in the Reserve Fund, and transfer the amount withdrawn to the Exchange Note Collection Account. If the amount required to be withdrawn from the Reserve Fund to cover shortfalls in funds on deposit in the Exchange Note Collection Account exceeds the amount on deposit in the Reserve Fund, a temporary shortfall in the amounts distributed to the Noteholders could result. In addition, depletion of the Reserve Fund ultimately could result in losses on your Notes.

If the sum of the amounts on deposit in the Exchange Note Collection Account and the Reserve Fund on any Payment Date equals or exceeds the Note Balance of the Notes, accrued and unpaid interest thereon and all amounts due to the Servicer, the Collateral Agent, the Asset Representations Reviewer, the Administrative Agent, the Owner Trustee and the Indenture Trustee, all such amounts will be applied up to the amounts necessary to retire the Notes and pay such amounts due. The final distribution to any Noteholder will be made only upon surrender and cancellation of the certificate representing its Notes at an office or agency of the Issuer specified in the notice of termination. Any funds remaining in the Distribution Account, after the Indenture Trustee has taken certain measures to locate the Noteholders and those measures have failed, will be distributed to the Certificateholders.

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After the payment in full, or the provision for such payment, of all accrued and unpaid interest on the Notes, the principal amount of the Notes and all amounts due to the Servicer, the Owner Trustee, the Indenture Trustee, the Collateral Agent, the Asset Representations Reviewer and the Administrative Agent, any funds remaining on deposit in the Reserve Fund in excess of the Reserve Fund Required Amount will be paid to the Certificateholders.

Voting

Holders of each class of Notes will generally vote together as a single class under the Indenture. For additional information about the voting rights of Noteholders, see “Description of the Notes—Rights Upon an Event of Default” and “Description of the Transaction Documents—Rights Upon Servicer Default,” “—Removal of Servicer” and “—Amendments.”

Optional Purchase of the Exchange Note

Notes Owned by the Issuer, the Depositor, the Servicer and their Affiliates

Notes owned by the Issuer, the Depositor, the Servicer or any of their respective affiliates will be entitled to benefits under such documents equally and proportionately to the benefits afforded other owners of Notes, except that such owned Notes will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Noteholders have given any request, demand, authorization, direction, notice, consent or waiver under such documents, unless all of the Notes are owned by the Issuer, the Depositor, the Servicer or any of their respective affiliates.

Upon any sale or transfer of any Note (or interest therein) that was retained by the Issuer or a person considered the same person as the Issuer for United States federal income tax purposes as of the Closing Date, if for tax or other reasons it may be necessary to track any such Note (for example, if the Notes have original issue discount), tracking conditions such as requiring separate CUSIPs may be required by the Issuer as a condition to such transfer and the Issuer shall provide prior written notice of such sale or transfer and tracking condition to the Indenture Trustee.

Note Factors and Trading Information

The Servicer will provide to you in each report which it delivers to you a factor which you can use to compute your portion of the principal amount outstanding on the Notes.

Calculation of the Factor for Your Class of Notes. The Servicer will compute a separate factor for each class of Notes issued. The factor for each class of Notes will be computed by the Servicer prior to each distribution with respect to the related class of Notes indicating the remaining outstanding principal amount of that class of Notes as of the applicable Payment Date. The Servicer will compute the factor after giving effect to payments to be made on such Payment Date, as a fraction of the initial outstanding principal amount of the related class of Notes.

Your Portion of the Outstanding Amount of the Notes. For each Note you own, your portion of that class of Notes will be the product of:

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the original denomination of your Note; and

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the factor relating to your class of Notes computed by the Servicer in the manner described above.

The Note Factors Will Decline as the Issuer Makes Payments on the Notes. The factor for each class of Notes will initially be 1.000000. The factors will then decline to reflect reductions in the aggregate principal amount of the applicable class of Notes.

These amounts will be reduced over time as a result of scheduled payments, prepayments, purchases of the Leases and related Leased Vehicles by MBFS USA and liquidations of the Leases.

Additional Information. The Noteholders will receive reports generated by the Servicer on or about each Payment Date concerning, with respect to the:

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related Collection Period, payments received on the Exchange Note, the Exchange Note principal amount, Note factors for each class of Notes described above and various other items of information; and

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preceding Payment Date, as applicable, the Exchange Note principal amount as of the last day of the related Collection Period and any reconciliation of such principal amount with information provided by the Servicer.

In addition, Noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See “Description of the Transaction Documents—Statements to Noteholders.”

Events of Default

Events of Defaults under the Indenture will consist of the occurrence and continuation of any of the following:

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a default for five days or more in the payment of interest on the Notes when the same becomes due and payable;

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a default in the payment of principal of the Notes of a class on its Final Scheduled Payment Date;

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a default in the observance or performance of the Issuer in any material respect of any covenant or agreement made in the Indenture and the continuation of that default for a period of 60 days after written notice thereof is given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of not less than 25% of the Note Balance of the Notes;

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a breach of any representation or warranty made by the Issuer in the Indenture or in any certificate delivered pursuant thereto in any material adverse respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Note Balance of the Notes; or

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certain events of bankruptcy, insolvency, receivership or liquidation of the Issuer (which, if involuntary, is not dismissed within 90 days).

Notwithstanding the foregoing, a delay in or failure of performance referred to under the first, second, third and fourth bullet points above for a period of 120 days will not constitute an Event of Default if that failure or delay was caused by a force majeure or other similar occurrence.

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Noteholders holding at least 51% of the Note Balance of the Notes may waive any past default or Event of Default prior to the declaration of the acceleration of the maturity of the Notes, except a default in the payment of principal of or interest on any of the Notes, or in respect of any covenant or provision in the Indenture that cannot be modified or amended without unanimous consent of the Noteholders.

Rights Upon an Event of Default

If an Event of Default occurs and is continuing, the Indenture Trustee or the holders of Notes evidencing at least 51% of the Note Balance of the Notes may declare the principal of the Notes to be immediately due and payable by a notice in writing to the Issuer (who will provide such notice to the Rating Agencies), the Indenture Trustee (if notice is given by Noteholders), the Depositor and the Servicer. This declaration may be rescinded by the holders of Notes evidencing at least 51% of the Note Balance of the Notes before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if:

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the Issuer has deposited with the Indenture Trustee an amount sufficient to pay (1) all interest on and principal of the Notes, (2) all amounts advanced by the Indenture Trustee and its costs and expenses and (3) all other amounts that would then be due under the Indenture or upon the Notes as if the Event of Default giving rise to that declaration had not occurred; and

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all Events of Default (other than the nonpayment of principal of the Notes that has become due solely due to that acceleration) have been cured or waived.

If the Notes have been declared due and payable following an Event of Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the Trust Estate, or elect to maintain the Trust Estate and continue to apply proceeds from the Trust Estate as if there had been no declaration of acceleration. The Indenture Trustee may not, however, sell the Trust Estate following an Event of Default (other than the occurrence of an Event of Default described in the first two bullet points in the definition thereof) unless:

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100% of the holders of the Notes consent thereto;

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the proceeds of that sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes; or

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the Indenture Trustee determines that the Trust Estate would not be sufficient on an ongoing basis to make all required payments of principal and interest on the Notes when due and payable and the Indenture Trustee obtains the consent of holders of at least 66 2/3% of the Note Balance of the Notes.

The Indenture Trustee may, but is not required to, obtain and rely upon an opinion of an independent accountant or investment banking firm to determine the sufficiency or insufficiency as it relates to the second and third bullet points in the immediately preceding paragraph. Any sale of the Trust Estate of the Issuer is subject to the requirement that an opinion of counsel be delivered to the effect that following such transaction, the Titling Trust or an interest therein or a portion thereof will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

In the event of a sale of the Trust Estate following the occurrence of an Event of Default under the circumstances described in the prior paragraph, the proceeds of such sale, including any available monies on deposit in the Reserve Fund, will be distributed in the same manner as if the payment of the Notes had been declared immediately due and payable.

Subject to the provisions of the Indenture relating to the duties of the Indenture Trustee, if an Event of Default occurs and is continuing, the Indenture Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Noteholders if the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with that request. Subject to such provisions for indemnification and some limitations contained in the Indenture, the holders of Notes evidencing at least 51% of the Note Balance of the Notes will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee. Additionally, subject to the duties of the Indenture Trustee, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

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Limitation on Suits. No Noteholder will have the right to institute any proceeding with respect to the Indenture unless:

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that Noteholder previously has given the Indenture Trustee written notice of a continuing Event of Default;

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Noteholders holding not less than 25% of the Note Balance of the Notes have made written request of the Indenture Trustee to institute that proceeding in its own name as Indenture Trustee under the Indenture;

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the Noteholder has offered the Indenture Trustee satisfactory indemnity against any liabilities that the Indenture Trustee may incur in complying with the request;

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the Indenture Trustee has, for 60 days after receipt of such notice, written request and offer of indemnity, failed to institute that proceeding; and

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no direction inconsistent with that written request has been given to the Indenture Trustee during that 60 day period by holders of Notes evidencing at least 51% of the Note Balance of the Notes.

Notwithstanding the foregoing, a Noteholder will have the right to begin at any time a proceeding to enforce its right to receive principal and interest due to it under its Note, and that right may not be impaired without its consent.

The Indenture Trustee and the Noteholders, by accepting the Notes, will covenant that they will not at any time that is prior to one year and one day after the date upon which all obligations and payments under the Transaction Documents have been paid in full, institute against the Issuer, the Depositor, the Titling Trust or the Initial Beneficiary any bankruptcy, reorganization or other proceeding under any federal or State bankruptcy or similar law.

With respect to the Issuer, neither the Indenture Trustee nor the Owner Trustee in their respective individual capacities, nor any holder of a Certificate, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns will be personally liable for the payment of interest on or principal of the Notes or for the agreements of that Issuer contained in the Indenture or in the Trust Agreement.

Notices

Noteholders will be notified in writing by the Indenture Trustee of any Event of Default promptly upon a responsible officer of the Indenture Trustee obtaining actual knowledge of such an event. A Noteholder may communicate with the Indenture Trustee and provide notices and make requests and demands and give directions to the Indenture Trustee as permitted by the Transaction Documents through the procedures of DTC and by notice to the Indenture Trustee.

Governing Law

The Indenture and the Notes are governed by and shall be construed in accordance with New York laws applicable to agreements made in and to be performed wholly within that jurisdiction.

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Noteholder Communication

Three or more Noteholders may request a list of all Noteholders of the Issuer maintained by the Indenture Trustee for the purpose of communicating with other Noteholders about their rights under the Indenture or under the Notes. Any request must be accompanied by a copy of the communication that the requesting Noteholders propose to send.

A Noteholder may also send a request to the Issuer or to the Servicer, on behalf of the Issuer, stating that the Noteholder is interested in communicating with other Noteholders about the possible exercise of rights under the Transaction Documents. The requesting Noteholder must include in the request a description of the method by which other Noteholders may contact the requesting Noteholder. The Issuer will promptly deliver any such request to the Servicer. On receipt of a communication request, the Servicer will include in the Form 10-D filed in the next month the following information:

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a statement that the Issuer received a communication request;

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the date the request was received;

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the name of the requesting Noteholder;

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a statement that the requesting Noteholder is interested in communication with other Noteholders about the possible exercise of rights under the Transaction Documents; and

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a description of the method by which the other Noteholders may contact the requesting Noteholder.

Any expenses of the Issuer or the Servicer relating to an investor communication, including any review of documents evidencing ownership of a Note and the inclusion of the investor communication information in the Form 10-D, will be paid by the Servicer.

In order to make a request or demand or to provide notice to the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Sponsor or the Servicer under the Transaction Documents, a Noteholder must either be a Noteholder of record or must provide a written certification stating that it 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.

Book-Entry Registration

Each class of Notes will initially be represented by one or more certificates registered in the name of Cede & Co., DTC’s nominee, except as set forth below. The Notes will be available for purchase in the denominations specified herein and are available for purchase in book-entry form only. Accordingly, the nominee is expected to be the holder of record of each class of Notes issued in book-entry form. Unless and until Definitive Notes are issued under the limited circumstances described herein, you, as an owner of Notes will not be entitled to receive a physical certificate representing your interest in the Notes of that class. Beneficial owners will not be recognized by the Indenture Trustee as “holders,” as such term will be used in the Indenture and will generally only be permitted to exercise the rights of holders indirectly through DTC and its participants. Nevertheless, to exercise their rights with respect to the asset representations review, dispute resolutions and investor communications, beneficial owners of Notes may communicate directly with the Indenture Trustee, the Servicer or the Issuer, as appropriate, as long as such beneficial owners provide a written certification stating that they are beneficial owners of a Note and 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. See “The Leases—Asset Representations Review—Voting,” “—Dispute Resolution for Repurchase Requests” and “Description of the Notes—Noteholder Communication.”

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You may hold your Notes through DTC in the United States, or Clearstream or Euroclear in Europe. The global notes will be tradable as home market instruments in both the European and United States domestic markets. Initial settlement and all secondary trades will settle in same-day funds. You should review the rules and procedures of DTC, Clearstream and Euroclear for clearing, settlement, payment and tax withholding applicable to your purchase of the Notes.

DTC is a limited-purpose trust company organized under New York law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York UCC, and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers (who may include any of the underwriters), banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

All references herein to actions by holders of Notes held in book-entry form refer to actions taken by DTC upon instructions from its participating organizations and all references herein to distributions, notices, reports and statements to Noteholders refer to distributions, notices, reports and statements to DTC or its nominee, as the case may be, as the registered holder of the Notes for distribution to the Noteholders in accordance with DTC’s procedures with respect thereto. The rules applicable to DTC and its participants are on file with the SEC.

To facilitate subsequent transfers, all Notes deposited by participants with DTC will be registered in the name of Cede & Co., as nominee of DTC. The deposit of Notes with DTC and their registration in the name of Cede & Co. will not change beneficial ownership. DTC will have no knowledge of the actual beneficial owners and its records will reflect only the identity of the participants to whose accounts such Notes are credited, which may or may not be the ultimate owners. Participants and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

We understand that under existing industry practices, if we request any action of Noteholders or if a beneficial owner of a Note desires to give or take any action that a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give or take the desired action, and the participants would authorize beneficial owners owning through the participants to give or take the desired action or would otherwise act upon the instructions of beneficial owners. Euroclear or Clearstream, as the case may be, will take action on behalf of their participants only in accordance with its relevant rules and procedures and subject to its respective depositaries’ ability to effect such actions on its behalf through DTC.

Secondary market trading between DTC participants will be settled using the procedures applicable to United States corporate debt obligations in same-day funds. Noteholders who are not participants, either directly or indirectly, but who desire to purchase, sell or otherwise transfer ownership of, or other interest in, Notes may do so only through direct or indirect participants. In addition, Noteholders will receive all distributions of principal and interest from the Indenture Trustee through the participants who in turn will receive them from DTC. Under a book-entry format, Noteholders may experience some delay in their receipt of payments, since the payments will be forwarded by the Indenture Trustee to DTC’s nominee. DTC will forward the payments to its participants which thereafter will forward them to indirect participants or Noteholders. Noteholders will not be recognized by the Indenture Trustee as “noteholders” and Noteholders will be permitted to exercise the rights of Noteholders only indirectly through DTC and its participants.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a Noteholder to pledge Notes to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to these Notes, may be limited due to the lack of a physical certificate for these Notes.

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Neither DTC nor Cede & Co. will consent or vote with respect to the Notes. Under its usual procedures, DTC will mail an omnibus proxy to the Indenture Trustee as soon as possible after each applicable record date for such a consent or vote. The omnibus proxy will assign Cede & Co.’s consenting or voting rights to those participants to whose accounts the Notes will be credited on that record date, identified in a listing attached to the omnibus proxy.

DTC will advise the Administrator that it will take any action permitted to be taken by a Noteholder under the Indenture or Trust Agreement, as applicable, only at the direction of one or more participants to whose accounts with DTC the Notes are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that these actions are taken on behalf of participants whose holdings include these undivided interests.

Non-United States holders of global notes will be subject to United States withholding taxes unless these holders meet certain requirements and deliver appropriate United States tax documents to the securities clearing organizations or their participants.

Definitive Notes

With respect to any class of Notes, such Notes will be issued as Definitive Notes to Noteholders or their respective nominees, rather than to DTC or its nominee, only if (1) the Administrator or the Servicer advises the Indenture Trustee, in writing, that DTC is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Notes and neither the Administrator nor the Indenture Trustee is able to locate a qualified successor or (2) after the occurrence of an Event of Default under the Indenture, holders of Notes representing at least 51% of the Note Balance of the Notes advise the Indenture Trustee through DTC in writing that the continuation of a book-entry system through DTC, or a successor thereto, with respect to the Notes is no longer in the best interest of the holders of the Notes.

Upon the occurrence of any event described in the previous paragraph, the Indenture Trustee will be required to notify all applicable Noteholders of a given class through participants of the availability of Definitive Notes. Upon surrender by DTC of the Definitive Notes representing the corresponding Notes and receipt of instructions for re-registration, the Indenture Trustee will reissue the Notes as Definitive Notes to the Noteholders.

Distributions of principal of, and interest on, the Definitive Notes will thereafter be made by the Indenture Trustee in accordance with the procedures set forth in the Indenture directly to holders of such Definitive Notes in whose names the Definitive Notes were registered at the close of business on the record date for such Notes. The distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the Indenture Trustee. The final payment on any Definitive Note, however, will be made only upon presentation and surrender of the Definitive Note at the office or agency specified in the notice of final distribution to the applicable Noteholders.

Definitive Notes will be transferable and exchangeable at the offices of the Indenture Trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Application of Available Funds

On or prior to each Payment Date, the Servicer will prepare and provide to the Indenture Trustee and the Owner Trustee a statement to be made available to the Noteholders on that Payment Date. See “Description of the Transaction Documents—Statements to Noteholders.”

On each Payment Date, the Servicer will allocate the Collections transferred to the Exchange Note Collection Account during the related Collection Period to interest and principal payable to the holder of the Exchange Note. On each Payment Date, the Indenture Trustee will make distributions from the Reserve Fund as well as from the Exchange Note Collection Account to make payments pursuant to the priorities set forth under “—Priority of Payments,” including making payments to the Distribution Account in an amount required to make payments pursuant to priorities (2) and (3) under “—Priority of Payments.” The Indenture Trustee will make distributions to the Noteholders out of amounts on deposit in the Distribution Account and to the Certificateholders out of amounts on deposit in the Exchange Note Collection Account. The amount to be distributed to the Securityholders will be determined in the manner described below.

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Sources of Funds for Distributions

Distributions to the Noteholders

The funds available to the Issuer to make payments on the Notes on each Payment Date will come from the Available Funds, which will consist of (1) payments made to the Issuer with respect to the Exchange Note as described under “The Exchange Note—Payments on the Exchange Note” and (2) any Reserve Fund Draw Amount. The calculation of the funds available to make payments on the Notes is set forth in the definition of Available Funds in the “Glossary of Terms.” The following chart shows the sources of Available Funds for each Payment Date:

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Distributions on the Exchange Note

The funds available to make payments to the Issuer on the Exchange Note will come from the Collections. The calculation of the funds available to make payments on the Exchange Note is set forth in the definition of Collections in the “Glossary of Terms.” The following chart shows the sources of Collections available for payment on the Exchange Note for each Payment Date:

Priority of Payments

On each Payment Date, so long as the Notes have not been accelerated following the occurrence of an Event of Default, the Servicer will instruct the Indenture Trustee to apply Available Funds in the following amounts and order of priority:

(1)

to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Administrative Agent and the Asset Representations Reviewer, pro rata, if not previously paid, the fees, if any, expenses and indemnified amounts due to each of them for the related Collection Period, plus any overdue fees, expenses and indemnified amounts of such parties for one or more prior Collection Periods; provided, however, that the aggregate amount to be paid pursuant to this clause for such fees, expenses and indemnified amounts shall not exceed $250,000 in any given calendar year;

(2)

to the Distribution Account for the benefit of the holders of the Notes, the Interest Distributable Amount, to pay interest due on each class of Notes outstanding on that Payment Date, ratably for each such class of Notes;

(3)

to the Distribution Account for the benefit of the holders of the Notes, the Priority Principal Distribution Amount, which will be allocated to pay principal of the Notes in the amounts and order of priority described under “Description of the Notes—Payments of Principal”;

(4)

to the Reserve Fund, the amount necessary to cause the amount on deposit in the Reserve Fund to equal the Reserve Fund Required Amount;

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(5)

to the Distribution Account for the benefit of the holders of the Notes, the Regular Principal Distribution Amount, which will be allocated to pay principal of the Notes in the amounts and order of priority described under “Description of the Notes—Payments of Principal”;

(6)

to any successor servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period;

(7)

pro rata, to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Administrative Agent and the Asset Representations Reviewer, any accrued and unpaid expenses, indemnities and fees, if any, in each case to the extent the fees, expenses and indemnities have not been previously paid above; and

(8)

to the Certificateholders, any amounts remaining after the foregoing distributions.

In addition, if the aggregate amount on deposit in the Exchange Note Collection Account and the Reserve Fund on any Payment Date equals or exceeds the aggregate principal amount of the Notes, accrued and unpaid interest thereon and all amounts due to the Collateral Agent, the Administrative Agent, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer and the Servicer, all such amounts will be applied up to the amount necessary to retire the Notes and pay such amounts due.

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The following chart shows how payments from Available Funds are made on each Payment Date unless the Notes are accelerated following the occurrence of an Event of Default:

Fees and Expenses of the Issuer

As set forth in the following table, the Issuer will be obligated to pay the Servicing Fee to the Servicer and the fees, expenses and indemnified amounts of the Collateral Agent, the Administrative Agent, the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, subject to a cap, before it pays any amounts due on the Notes and any other liabilities. Such cap will not apply following the occurrence of an Event of Default and the acceleration of the Notes. In addition, the Servicer will be obligated to pay the fees and expenses of the Administrator from the Servicing Fee.

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Recipient	Source	Amount
Servicer	Available Collections	1.00% per annum of the outstanding Aggregate Securitization Value as of the first day of the related Collection Period multiplied by 1/12 (or 1/6, in the case of the first Payment Date) plus any supplemental servicing fee, as described under “Description of the Transaction Documents—Servicing Compensation.”
Indenture Trustee	Available Funds	$4,500 per annum plus reasonable expenses.
Owner Trustee	Available Funds	$2,500 per annum plus reasonable expenses.
Collateral Agent	Available Funds	reasonable expenses.
Administrative Agent	Available Funds	reasonable expenses.
Asset Representations Reviewer	Available Funds	$5,000 per annum plus $175 for each reviewed asset on completion of a review.

Description of the Transaction Documents

This summary describes the material provisions of the documents under which MBFS USA will transfer the Exchange Notes to the Depositor, the Depositor will transfer the Exchange Notes to the Issuer and the Servicer will service the Leases and Leased Vehicles allocated to the Reference Pool securing the Exchange Notes on behalf of the Issuer. These documents are the First-Tier Sale Agreement, the Second-Tier Sale Agreement and the Servicing Agreement. This summary also describes the material provisions of the Indenture, the Trust Agreement and the Administration Agreement. We will file a copy of these agreements with the SEC as exhibits to a Current Report on Form 8-K.

In general, the operations of the Issuer will be governed by the following Transaction Documents:

Document	Parties	Primary Purposes
Titling Trust Agreement	Initial Beneficiary, Titling Trustee and MBFS USA, as Titling Trust Administrator	Creates the Titling Trust Creates the Specified Interest Establishes rights and duties of the Initial Beneficiary, the Titling Trustee and the Titling Trust Administrator Allows for the creation and issuance of the titling trust note, of which the Exchange Notes are a part
Collateral Agency Agreement and Exchange Note Supplement	Titling Trust, Administrative Agent, Collateral Agent, Lender and Servicer	Establishes the revolving facility under which the Lender makes advances to the Titling Trust in exchange for certain Titling Trust Assets Establishes terms of the revolving facility Establishes rights and duties of the Collateral Agent and the Administrative Agent Provides for the issuance and terms of the Exchange Notes

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Document	Parties	Primary Purposes
Servicing Agreement	Servicer, Lender, Titling Trust and Collateral Agent	Provides for the servicing of the Leases and the related Leased Vehicles
Trust Agreement	Depositor and Owner Trustee	Creates the Issuer Provides for issuance of Certificates and payments to Certificateholders Establishes rights and duties of the Owner Trustee Establishes rights of Certificateholders
Indenture	Issuer and Indenture Trustee	Provides for issuance of the Notes, the terms of the Notes and payments to Noteholders Secures the Notes with a lien on the property of the Issuer, which includes the Exchange Note Establishes rights and duties of the Indenture Trustee Establishes rights of Noteholders
Administration Agreement	Issuer, Administrator and Indenture Trustee	Provides for certain services and the assumption of certain duties by the Administrator on behalf of the Issuer and the Owner Trustee
First-Tier Sale Agreement	MBFS USA, as seller, and Depositor	Provides for the sale, transfer and assignment of the Exchange Note from MBFS USA to the Depositor
Second-Tier Sale Agreement	Depositor and Issuer	Provides for the sale, transfer and assignment of the Exchange Note from the Depositor to the Issuer
Asset Representations Review Agreement	Issuer, Servicer and Asset Representations Reviewer	Provides for the review of delinquent leases by the Asset Representations Reviewer under the circumstances described under “The Leases – Asset Representations Review”

Transfer, Assignment and Pledge of the Exchange Note

On or prior to the Closing Date, the Initial Beneficiary will consent to the creation and issuance of the Exchange Note, as requested by the Lender. Pursuant to the terms of the First-Tier Sale Agreement, MBFS USA will sell, transfer and assign the Exchange Note to the Depositor. On the Closing Date, the Depositor will in turn sell, transfer and assign the Exchange Note to the Issuer pursuant to the Second-Tier Sale Agreement. The Issuer will pledge its interest in the Exchange Note to the Indenture Trustee as security for the Noteholders. See “The Exchange Note.”

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The Trust Agreement and the Certificates

The Certificates are not being offered pursuant to this prospectus and all information presented regarding the Certificates is given to further a better understanding of the Notes. The Certificates will be issued pursuant to the terms of the Trust Agreement. The Certificates will evidence undivided ownership interests in the Issuer created pursuant to the Trust Agreement.

The Trust Agreement and the Certificates are governed by and shall be construed in accordance with Delaware laws applicable to agreements made in and to be performed wholly within that jurisdiction.

Accounts

On or prior to the Closing Date, the Servicer will establish, and the Securities Intermediary on behalf of the Indenture Trustee will maintain, (1) the Exchange Note Collection Account, into which collections on or in respect of the Leases and the Leased Vehicles will generally be deposited, together with income received on the investment of funds on deposit in the Exchange Note Collection Account and (2) the Distribution Account, into which amounts released from the Exchange Note Collection Account and, when necessary, from the Reserve Fund, will generally be deposited, and from which all distributions to the Noteholders will be made.

Each of the Exchange Note Collection Account, the Distribution Account and the Reserve Fund will be an Eligible Account. If the Securities Intermediary or the Indenture Trustee at any time does not have the required rating, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the related account to be moved to a depository institution or trust company organized under the laws of the United States or any State that has the required rating.

On the Payment Date on which all Notes have been paid in full and following payment of any remaining obligations of the Depositor under the Transaction Documents, any amounts remaining on deposit in the Issuer accounts, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, will be paid to the Certificateholders.

All funds on deposit in the Issuer accounts will be invested in Eligible Investments to the extent so provided in the Servicing Supplement or Indenture. Eligible Investments will generally be limited to obligations or securities that mature on or before the business day preceding the Payment Date following the Collection Period during which the investment is made (or, in the case of the Reserve Fund, on or before the business day preceding the Payment Date following the date of such investment). Funds in the Issuer accounts may be invested in securities that will mature after the next Payment Date and will not be sold to meet any shortfalls. Thus, the amount of cash in any Issuer account at any time may be less than the required balance of such account. If required withdrawals from any Issuer account exceed the amount of cash in such Issuer account, a temporary shortfall in the amounts distributed to the Noteholders could result. The average lives of the Securities could then increase. All net investment earnings on funds on deposit in the Issuer accounts will be deposited in the Exchange Note Collection Account.

The Servicer will make all calculations and decisions regarding the allocation, transfer and disbursement of funds and there will not otherwise be any independent verification of the activity in the Issuer accounts, other than to the limited extent addressed in the annual officer’s certificate of the Servicer and the accountants’ report described under “—Annual Compliance Reports.”

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Servicing

Under the Servicing Agreement, the Servicer will perform on behalf of the Titling Trust all of its obligations under the related Leases and Leased Vehicles allocated to the Reference Pool, including, but not limited to, collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of Matured Vehicles or Defaulted Vehicles, overseeing the related Leases and related Leased Vehicles allocated to the Reference Pool and commencing legal proceedings to enforce related Leases, including accounting for collections, furnishing monthly and annual statements to the Titling Trustee with respect to distributions and generating United States federal income tax information. In this regard, the Servicer will make reasonable efforts to collect all amounts due on or in respect of the Leases allocated to the Reference Pool and, in a manner consistent with the Servicing Agreement, will be obligated to service the related Leases and related Leased Vehicles allocated to the Reference Pool generally in accordance with the customary and usual procedures of the Servicer in respect of automobile leases serviced by it for its own account. See “MBFS USA.” The Servicer has discretion in servicing the related Leases and related Leased Vehicles allocated to the Reference Pool, including the ability to grant payment deferrals and to determine the timing and method of collection and liquidation procedures.

The Servicing Agreement will require the Servicer to obtain all licenses and make all filings required to be held or filed by the Titling Trust in connection with the ownership of the related Leases and related Leased Vehicles allocated to the Reference Pool and take all necessary steps to maintain evidence of the Titling Trust’s or Titling Trustee’s ownership on the certificates of title to the related Leased Vehicles.

The Servicer will be responsible for filing all periodic sales and use tax or property (real or personal) tax reports, periodic renewals of licenses and permits, periodic renewals of qualifications to act as a statutory trust and other periodic regulatory filings, registrations or approvals arising with respect to or required of the Titling Trustee or the Titling Trust.

The Servicer may, in its sole discretion but consistent with its normal practices and procedures, modify or extend the term of a Lease. If any extension of a Maturity Date is granted by the Servicer and such extension extends the Maturity Date of such Lease to a date later than the Payment Date occurring six months prior to the Final Scheduled Payment Date of the Class A-4 Notes, the Servicer will be required to repurchase such Lease by making a Repurchase Payment. The purchase obligation of the Servicer under the Servicing Agreement will constitute the sole remedy available to the Issuer, the Noteholders, the Owner Trustee, the Indenture Trustee and the Certificateholders for any extension of a payment schedule that causes a Lease to remain outstanding after the Collection Period preceding the Final Scheduled Payment Date for the Class A-4 Notes.

In addition, the Servicing Agreement will require the Servicer to notify as soon as practicable the Depositor (in the event that MBFS USA is not acting as the Servicer), the Indenture Trustee and the Titling Trustee of all liens or claims of any kind of a third party that would materially and adversely affect the interests of, among others, the Depositor or the Titling Trust in any Leases and related Leased Vehicles allocated to the Reference Pool.

Custody of Lease Documents and Certificates of Title

Under the Servicing Agreement, to reduce administrative costs and assure uniform quality in the servicing of the Leases, the Titling Trust and the Collateral Agent have appointed the Servicer as their agent, bailee and custodian of the Leases, the certificates of title relating to the Leased Vehicles and any other related items that from time to time come into possession of the Servicer. Such documents will not be physically segregated from other leases, certificates of title or other documents related to other leases and vehicles owned or serviced by the Servicer. The Servicer may delegate specific custodian duties to sub-contractors who are in the business of performing those duties. For example, the Servicer may hire a third-party to hold original certificates of title for vehicles that it services. The accounting records and certain computer systems of the Servicer will reflect the allocation of the Leases and related Leased Vehicles to the Reference Pool. Upon instructions from the Collateral Agent, the Servicer will release or cause to be released any certificate of title to the Collateral Agent, at the place or places designated by the Collateral Agent.

Insurance on the Leased Vehicles

Each Lease will indicate that the related lessee will be required to provide during the related lease term a comprehensive liability, public liability, property damage liability and collision liability insurance policy covering the actual cash value of the related Leased Vehicle and naming the Titling Trust as loss payee and as additional insured, as described under “MBFS USA—Insurance.” Because lessees may choose their own insurers to provide the required coverage, the actual terms and conditions of their policies may vary.

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MBFS USA does not require lessees to carry credit disability, credit life or credit health insurance or other similar insurance coverage that provides for payments to be made on Leases on behalf of the lessees in the event of disability or death. To the extent that this type of insurance coverage is obtained on behalf of a lessee, payments received in respect of the coverage may be applied to payments on the related Lease only to the extent that the lessee’s beneficiary chooses to do so.

In the event that a lessee fails to maintain any required insurance and this failure results in a shortfall in amounts to be distributed to the Noteholders which is not covered by amounts on deposit in the Reserve Fund or by subordination of payments on the Certificates to the extent described in this prospectus, the Noteholders could suffer a loss on their investment.

Collections

As of the Closing Date, the Servicer will deposit all Collections received during each Collection Period into the Exchange Note Collection Account within two Business Days after receipt and identification thereof. So long as the Servicer is required to deposit Collections into the Exchange Note Collection Account within two Business Days after receipt and identification thereof, all net investment earnings on funds on deposit in the Exchange Note Collection Account and the Reserve Fund will be available to be distributed in accordance with “Application of Available Funds—Priority of Payments.” In the event that the Monthly Remittance Condition is satisfied and the Servicer is entitled to deposit Collections into the Exchange Note Collection Account on a monthly basis, any net investment earnings on Collections will be retained by the Servicer.

To the extent necessary to make the required payments on any Payment Date, on or before such Payment Date, the Servicer will instruct the Indenture Trustee to withdraw and deposit (or cause to be withdrawn and deposited) into the Exchange Note Collection Account, the Reserve Fund Draw Amount from the Reserve Fund.

Servicer Advances

The Servicer, at its option, may make Servicer Advances in respect of a Collection Period on the related Deposit Date by a deposit into the Exchange Note Collection Account. The Servicer shall make a Servicer Advance only to the extent that the Servicer, in its sole discretion, shall determine that such Servicer Advance shall be recoverable.

In making Servicer Advances, the Servicer will assist in maintaining a regular flow of scheduled payments on the Leases and related Leased Vehicles allocated to the Reference Pool and, accordingly, in respect of the Notes, rather than guarantee or insure against losses. Accordingly, all Servicer Advances will be reimbursable to the Servicer, without interest. The Servicer will recover Servicer Advances from future payments on or in respect of the related Lease or Leased Vehicle or, upon the Servicer’s determination that such Servicer Advance is a Nonrecoverable Advance, from Available Funds as described in clause (1) under “The Exchange Note—Payments on the Exchange Note.”

Sales or Other Disposition of Leased Vehicles

Under the Servicing Agreement, the Servicer, on behalf of the Issuer, shall use commercially reasonable efforts to sell or otherwise dispose of Leased Vehicles related to Matured Vehicles not purchased by the lessee or a dealer and to repossess or recover and sell or otherwise dispose of any Liquidated Vehicle. In accordance with the foregoing standards, the Servicer shall follow its customary servicing practices, which may include:

•

engaging in self-help repossession to the extent permitted under applicable law;

•

exercising efforts to realize upon dealer recourse as the Servicer may determine in its sole discretion;

•

consigning a Leased Vehicle to a dealer for resale or re-lease (to the extent permitted by applicable law);

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•

selling a Leased Vehicle at public or private sale in a commercially reasonable manner; or

•

commencing and prosecuting proceedings with respect to such Lease or the related Leased Vehicle.

In connection with the sale or other disposition of a Liquidated Vehicle, the Servicer will deposit into the Exchange Note Collection Account Net Liquidation Proceeds received with respect to the sale or other disposition of the related Leased Vehicles during the related Collection Period within two Business Days after receipt and identification. So long as the Monthly Remittance Condition is satisfied, however, the Servicer may retain such amounts until the related Deposit Date.

The Servicer will be required to purchase a Leased Vehicle before the Maturity Date of the related Lease and remit to the Exchange Note Collection Account a Repurchase Payment calculated as of the effective date of repurchase if the related lessee moves to a State in which the Titling Trust does not have all licenses necessary to own and lease vehicles and the Titling Trust has not been so licensed within 90 days of the Servicer becoming aware of such a move.

Realization Upon Charged-off Leases

The Servicing Agreement will provide that if the Servicer decides to repossess a Defaulted Vehicle, the Servicer will use commercially reasonable efforts to repossess and liquidate it. Such liquidation may be effected through repossession and disposition through sale, or the Servicer may take any other action permitted by applicable law. The Servicer may enforce all rights of the lessor under the related Defaulted Lease, sell that Defaulted Vehicle in accordance with such Defaulted Lease and commence and pursue any proceedings in connection with such Defaulted Lease. In connection with any such repossession, the Servicer will follow such practices and procedures as are used by the Servicer in respect of any Leases serviced by it for its own account. The Servicer will be responsible for all costs and expenses incurred in connection with the sale or other disposition of Defaulted Vehicles but will be entitled to reimbursement. Proceeds from the sale or other disposition of repossessed Leased Vehicles allocated to the Reference Pool will constitute Sales Proceeds and will be deposited into the Exchange Note Collection Account.

Servicing Compensation

The Servicing Fee, together with any previously unpaid Servicing Fee, will be paid to the Servicer on each Payment Date. The Servicer will also be entitled to retain as supplemental servicing compensation fees and charges paid by lessees in respect of each Collection Period, including, among other things, late payment fees, returned instrument or automatic clearing house transaction charges, extension fees, purchase option fees, service fees, disposition fees, termination fees and similar charges received with respect to any Lease or Leased Vehicle other than excess wear and tear or excess mileage charges during that Collection Period. The Servicer will be paid the Servicing Fee for each Collection Period on the Payment Date related to that Collection Period. The Servicing Fee will be paid in accordance with the priority of payments set forth under “The Exchange Note—Payments on the Exchange Note.”

The Servicing Fee and the supplemental servicing fee are intended to compensate the Servicer for performing the functions of a third party servicer of the Leases and the related Leased Vehicles as an agent for the Issuer, including collecting and posting all payments, responding to inquiries of lessees, investigating delinquencies, sending payment coupons to lessees, reporting United States federal income tax information to lessees, paying costs of collections and policing the Leased Vehicles. The fees will also compensate the Servicer for administering the Issuer, including making Servicer Advances, accounting for collections, furnishing monthly and annual statements to the Indenture Trustee and the Owner Trustee with respect to distributions and generating United States federal income tax information for the Issuer. The fees, if any, also will reimburse the Servicer for certain taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the Leases and the related Leased Vehicles.

The Issuer will pay the Servicing Fee out of collections from the Leases included in the Reference Pool, prior to distributions to Noteholders.

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Statements to Noteholders

On or prior to each Payment Date, the Servicer will prepare and provide to the Indenture Trustee and Owner Trustee a statement to be made available to the Noteholders on that Payment Date. Each statement to be delivered to Noteholders will include (to the extent applicable) the following information as to the Notes with respect to that Payment Date:

(1)

the outstanding principal amount of the Exchange Note at the beginning of the related Collection Period;

(2)

delinquencies during such Collection Period;

(3)

the amount of the distribution allocable to principal of each class of Notes;

(4)

the amount of distribution allocable to interest on or with respect to each class of Notes;

(5)

the amount of the distribution allocable to draws from the Reserve Fund;

(6)

the outstanding principal amount of the Exchange Note at the end of the related Collection Period;

(7)

any overcollateralization amount;

(8)

the aggregate principal amount and the appropriate factor for each class of Notes after giving effect to all payments reported under clause (3) above;

(9)

the amount of the Servicing Fee to be paid to the Servicer and the amount of any unpaid Servicing Fee with respect to such Collection Period or prior Collection Periods, as the case may be;

(10)

the amount of aggregate credit and residual losses realized on the Leases and Leased Vehicles allocated to the Reference Pool during the related Collection Period;

(11)

previously due and unpaid interest payments on each class of Notes and the change in these amounts from the preceding statement;

(12)

previously due and unpaid principal payments, plus interest accrued on such unpaid principal to the extent permitted by law, if any, on each class of Notes, and the change in these amounts from the preceding statement;

(13)

the aggregate amount of Repurchase Payments in respect of the related Collection Period;

(14)

the balance of the Reserve Fund, if any, on that date, after giving effect to payments on that date; and

(15)

the amount of Servicer Advances in respect of the related Collection Period and the reimbursement amount for such Servicer Advances.

Each amount set forth under clauses (3) and (4) above with respect to the Notes will be expressed as a dollar amount per $1,000 of the initial principal amount of such Notes.

Prior to each Payment Date, the Servicer will provide to the Indenture Trustee and the Owner Trustee a statement setting forth substantially the same information described above that is required to be provided to Noteholders.

Within the prescribed period of time for United States federal income tax reporting purposes after the end of each calendar year during the term of the Issuer, the Indenture Trustee will mail to each person who at any time during such calendar year was a Noteholder and received any payment with respect to the Issuer a statement containing certain information for the purposes of the Noteholder’s preparation of its United States federal income tax returns. See “Material Federal Income Tax Consequences.”

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The Servicer will use the investor report to direct the Indenture Trustee on payments to be made to the Noteholders on each Payment Date. The Indenture Trustee will have no obligation to verify calculations made by the Servicer. On each Payment Date, the Indenture Trustee, as paying agent, will forward the investor report to each Noteholder of record or make the investor report available to Noteholders through the Indenture Trustee’s internet website, which is located at https://pivot.usbank.com.

The Servicer, on behalf of the Issuer, will file a Form 10-D for the Issuer with the SEC within 15 days after each Payment Date which will include the investor report for that Payment Date and the following information, if applicable:

•

a description of the events that triggered a review of the review Leases by the Asset Representations Reviewer during the prior month;

•

if the Asset Representations Reviewer delivered its review report during the prior month, a summary of the report;

•

if the Asset Representations Reviewer resigned or was removed, replaced or substituted, or if a new Asset Representations Reviewer was appointed during the prior month, the identity and experience of the new Asset Representations Reviewer, the date of the change occurred, the circumstances surrounding the change; and

•

a statement that the Issuer received a request from a Noteholder during the prior month to communicate with other Noteholders, together with the date the request was received, the name of the requesting Noteholder, a statement that the requesting Noteholder is interested in communicating with other Noteholders about the possible exercise of rights under the Transaction Documents and a description of the method which the other Noteholders may contact the requesting Noteholder.

Annual Compliance Reports

The Servicer will prepare or obtain a number of annual reports, statements or certificates for the Issuer. No later than 90 days after the end of the calendar year, the Servicer will provide to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies the following:

•

Compliance Certificate: a certificate stating that the Servicer fulfilled all of its obligations under the Servicing Agreement in all material respects throughout the prior year or, if there was a failure to fulfill any obligation in any material respect, stating the nature and status of each failure,

•

Assessment of Compliance: copies of the report by the Servicer on its assessment of compliance with the specified applicable servicing criteria set forth in Item 1122(a) of Regulation AB regarding general servicing, cash collection and administration, investor payments and reporting and pool asset administration during the prior year covering securitization transactions sponsored by MBFS USA involving retail lease contracts that were subject to Regulation AB, including disclosure of any material instance of noncompliance identified by that Servicer, and

•

Attestation Report: copies of the report by a registered public accounting firm that attests to, and reports on, the assessment made by the Servicer of compliance with the minimum servicing criteria set forth in the preceding bullet point.

The Servicer will file the compliance certificate, the assessment report and the attestation report with the SEC as exhibits to the Issuer’s annual report on Form 10-K within 90 days after the end of the calendar year. A copy of these items may be obtained by any Noteholder by request to the Indenture Trustee.

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Reports to be Filed with the SEC

The Depositor will, or will cause the Servicer to, file for the Issuer the reports required under the Securities Act and under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. These reports include but are not limited to:

•

Reports on Form 8-K (Current Report), following the issuance of the Notes, including as exhibits to the Form 8-K the opinions related to the tax consequences and the legality of the Notes being issued that are required to be filed under applicable securities laws;

•

Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K for that type of event;

•

Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the related Payment Date; the content of a report on Form 10-D will be substantially similar to the information to be furnished under “—Statements to Noteholders”;

•

Reports on Form ABS-EE, including an asset data file and an asset related document attached as exhibits thereto, containing asset-level data for the Reference Pool for the prior month, which will be filed each month prior to the filing of the report on Form 10-D; and

•

Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and filing or furnishing, as appropriate, the required exhibits; the annual report will include the Servicer’s report on its assessment of compliance with servicing criteria and the accountants’ attestation report on such assessment described under “—Annual Compliance Reports” and any other assessments of compliance and accountant’s reports by any other parties performing a servicing function as defined by Regulation AB with respect to the Issuer.

The reports and any information included in a report will neither be examined nor, except to the extent of the accountants’ attestation report referred to above, reported on by an independent public accountant. The reports filed with the SEC by or on behalf of the Issuer can be accessed on the SEC’s website (www.sec.gov) using the Issuer’s CIK number.

Optional Purchase

The Servicer may, at its option, purchase the Exchange Note for an amount equal to the Optional Purchase Price from the Issuer on any Payment Date on which the Note Balance of the Notes is 5% or less of the Initial Note Balance after giving effect to all principal payments made on such Payment Date. Exercise of this right to purchase the Exchange Note will result in the redemption of the Notes at the Redemption Price. Notice of redemption under the Indenture must be given by the Indenture Trustee not later than 10 days prior to the applicable redemption date to each holder of Notes. In addition, the Issuer will notify each Rating Agency upon redemption of the Notes.

On the Payment Date fixed for redemption, the Notes will be due and payable at the Redemption Price, and no interest will accrue on the Notes after the Payment Date if paid in full. The final distribution to any Noteholder will be made only upon surrender and cancellation of each Noteholder’s Note at the office or agency of the Indenture Trustee specified in the notice of termination.

Certain Matters Regarding the Servicer

The Servicing Agreement will provide that the Servicer may not resign from its obligations and duties under the Servicing Agreement unless it determines that its duties thereunder are no longer permissible under applicable law. With respect to the Reference Pool, no such resignation of the Servicer will become effective until a successor servicer acceptable to the Indenture Trustee (acting at the direction of the holders of Notes representing at least 51% of the Note Balance of the Notes) has assumed the Servicer’s obligations under the Servicing Agreement.

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Under the circumstances specified in the Servicing Agreement, any entity into which the Servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Servicer is a party, or any entity succeeding to all or substantially all of the business of the Servicer will be the successor of the Servicer under the Servicing Agreement.

In addition, the Servicer will indemnify the Titling Trustee and its agents, responsible officers, directors and employees for any loss, claim, damage or expense that may be incurred by it as a result of any act or omission by the Servicer in connection with the performance of its duties under the Servicing Agreement, but only to the extent such liability arose out of the Servicer’s negligence, willful misconduct, bad faith or recklessness.

Servicer Defaults

A Servicer Default under the Servicing Agreement will consist of the following:

(1)

any failure by the Servicer to deliver to the Indenture Trustee any required payment, which failure continues unremedied for ten Business Days after the earlier of the discovery thereof by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee;

(2)

any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of holders of interests in the Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, Certificateholders, and which continues unremedied for 90 days after written notice thereof is given as described in clause (1) above;

(3)

any representation, warranty or statement of the Servicer made in the Servicing Agreement or any certificate, report or other writing delivered pursuant to the 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 Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given as described in clause (1) above; or

(4)

occurrence of certain Insolvency Events with respect to the Servicer;

provided, however, that the occurrence of any event set forth in clauses (1) through (3) with respect to the Reference Pool will be a Servicer Default only with respect to the Reference Pool and will not be a Servicer Default with respect the revolving facility pool or to any Other Reference Pool.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (1), (2) or (3) above for a period of 120 days will not constitute a Servicer 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 Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Depositor and the Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Upon the occurrence of any Servicer Default, the sole remedy available to the holder of the Exchange Note will be to direct the Titling Trustee to remove the Servicer, whereupon the Indenture Trustee or another successor servicer appointed by the Administrative Agent will succeed to the responsibilities, duties and liabilities of the Servicer under the Servicing Agreement. Notwithstanding the foregoing, if the commencement of a bankruptcy or similar case or proceeding were the only default, the Servicer or its trustee-in-bankruptcy might have the power to prevent that removal. See “—Removal of Servicer.”

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Rights Upon Servicer Default

The Servicing Agreement will provide that upon the occurrence of a Servicer Default, the holder of the Exchange Note (which shall be the Indenture Trustee acting on behalf of holders of 66 2/3% of the Note Balance of the Notes) may, to the extent such Servicer Default relates to the Exchange Note, waive any default by the Servicer in the performance of its obligations under the Basic Servicing Agreement and the Servicing Supplement or terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the Reference Pool Assets. Upon any such waiver of a past default, such Servicer Default shall cease to exist and shall be deemed to have been remedied.

The Servicer will be removed by the Titling Trustee with respect to the Reference Pool at the direction of the Indenture Trustee (acting on behalf of holders of 66 2/3% of the Note Balance of the Notes). Upon the termination of the Servicer with respect to the Reference Pool Assets, the Servicer subject to that termination will continue to perform its functions as Servicer, until the date on which the Administrative Agent shall have appointed a successor servicer under the Basic Servicing Agreement and the Servicing Supplement. The Indenture Trustee or, after the Notes have been paid in full, the Owner Trustee, may arrange for compensation to be paid to the successor servicer; provided, however, that the servicing compensation paid to the successor servicer may not be greater than the servicing compensation paid to the Servicer under the Servicing Supplement without the prior written consent of the holders of Notes evidencing at least 51% of the Note Balance of the Notes or, after the Notes have been paid in full, the holders of Certificates evidencing not less than 51% of the aggregate percentage interest of the Certificates. The predecessor Servicer will be obligated to pay the costs and expenses associated with the transfer of servicing to the successor servicer. Such amounts, if not paid by the predecessor Servicer, will be paid out of collections on the Exchange Note, after amounts owed to the Servicer, the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer, the Administrative Agent and the Noteholders have been paid. Further, in such event, the Servicer shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the affected Leases to the successor servicer and as promptly as practicable, the Servicer shall provide to the successor servicer a current computer tape containing all information regarding the related Leases required for the proper servicing of the affected Leases, together with documentation containing any and all information necessary for use of the tape.

Removal of Servicer

The Issuer may, and at the direction of the Indenture Trustee, acting at the direction of Noteholders evidencing not less than 66 2/3% of the Note Balance of the Notes, shall, direct the Titling Trustee to terminate the rights and obligations of the Servicer under the Servicing Agreement upon the occurrence and continuance of a Servicer Default, whereupon the Indenture Trustee or another successor servicer appointed in accordance with the Servicing Agreement will succeed to the responsibilities, duties and liabilities of the Servicer under the Servicing Agreement solely in connection with the Reference Pool. The Issuer will have the right to approve that successor servicer, and that approval may not be unreasonably withheld.

Under those circumstances, authority and power shall, without further action, pass to and be vested in the successor servicer, which will be the Indenture Trustee or a successor servicer appointed by the Administrative Agent, on behalf of the Issuer, under the Servicing Agreement. The successor servicer will succeed to the responsibilities, duties and liabilities of the Servicer in its capacity under the Servicing Agreement. Notwithstanding any such termination, the Servicer shall be entitled to payment of amounts payable to it, for services rendered prior to termination. For additional information regarding the removal of the Servicer during the occurrence or continuation of a Servicer Default, see “—Rights Upon Servicer Default.”

Upon the termination of the Servicer with respect to the Reference Pool, the Servicer subject to that termination or removal will continue to perform its functions as Servicer until the date on which a successor servicer shall have been appointed under the Servicing Agreement. The Servicer will promptly reimburse the Issuer and the Administrator for all reasonable expenses incurred by such entity in connection with the transfer of servicing of the Leases.

Upon appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor servicer will have any responsibilities with respect to making Servicer Advances. If a bankruptcy trustee or similar official has been appointed for the Servicer, that trustee or official may have the power to prevent the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders from effecting that transfer of servicing. The predecessor Servicer will have the right to be reimbursed for any outstanding Servicer Advances made to the extent funds are available therefor in respect of the Servicer Advances made.

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Amendments

Modification of the Transaction Documents Other Than the Indenture

The parties to each of the Transaction Documents, other than the Indenture, may amend any of the agreements without the consent of the Noteholders, to cure any ambiguity, to correct or supplement any provision in any such Transaction Document that may be inconsistent with any other provision in such Transaction Document or offering document pursuant to which the Notes were sold, to, in the case of the Trust Agreement, provide for the exchange of the Certificates for additional securities or to add, change or eliminate any other provisions with respect to matters or questions arising under such Transaction Document that are not inconsistent with the provisions of such Transaction Document; provided, however, that no such amendment may materially adversely affect the interests of any Noteholder or, after the Notes have been paid in full, any Certificateholder. An amendment will be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if the person requesting the amendment:

•

obtains and delivers to the Indenture Trustee or, in the case of Certificateholders, the Owner Trustee an opinion of counsel or an officer’s certificate of the Issuer to that effect; or

•

has, with respect to each Rating Agency, either (1) received written confirmation from such Rating Agency that such amendment will not cause the then-current rating of any class of Notes by such Rating Agency to be qualified, reduced or withdrawn or (2) provided such Rating Agency with at least 10 days’ prior written notice of such amendment and such Rating Agency has not issued written notice that such amendment would cause it to qualify, reduce or withdraw its then-current rating of any class of Notes.

Each Transaction Document, other than the Indenture, may also be amended from time to time by the parties thereto, with the consent of the holders of Notes evidencing at least 51% of the Note Balance of the Notes or, after the Notes have been paid in full, the holders of Certificates evidencing a majority of the percentage interest of the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Transaction Document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment may:

•

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 Leases and related Leased Vehicles or distributions that are required to be made for the benefit of the Noteholders, change the interest rate applicable to any class of Notes or the Reserve Fund Required Amount, without the consent of all holders of Notes then outstanding or change the Certificate rate, if any, applicable to any class of Certificates, or after the Notes have been paid in full, the Reserve Fund Required Amount, without the consent of all holders of Certificates then outstanding; or

•

reduce the percentage of the Note Balance of the Notes the consent of the holders of which is required for any amendment to such Transaction Document without the consent of all holders of all Notes then outstanding.

No amendment to the Trust Agreement will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the amendment will not (1) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (2) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (3) cause the Notes to be deemed to have been exchanged pursuant to Treasury Regulations Section 1.1001-3 (or a successor provision).

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Modification of the Indenture

The Issuer, together with the Indenture Trustee, may, without the consent of the Noteholders of the Issuer, but with prior written notice to each Rating Agency, execute a supplemental Indenture for the purpose of, among other things:

•

adding to the covenants of the Issuer for the benefit of Noteholders;

•

curing any ambiguity, correcting or supplementing any provision of the Indenture which may be inconsistent with any other provision of the Indenture, any other Transaction Document or of this prospectus; or

•

adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of Noteholders;

provided, however, that no such supplemental Indenture may materially adversely affect the interests of any Noteholder.

The Issuer and the Indenture Trustee, may with the consent of the holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to each Rating Agency, enter into one or more supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Noteholders; provided, however, that no such supplemental Indenture may, without the consent of all Noteholders affected by such supplemental Indenture:

•

change any Final Scheduled Payment Date or the due date of any installment of principal of or interest on any Note or reduce the principal amount, the interest rate or the redemption price with respect to any Note, change the application of collections on or the proceeds of a sale of the property of the Issuer to payment of principal and interest on the Notes or change any place of payment where, or the coin or currency in which, any Note or any interest on any Note is payable;

•

impair the right to institute suit for the enforcement of certain provisions of the Indenture regarding payments;

•

reduce the percentage of the Note Balance of the Notes, the consent of the holders of which is required for any such supplemental Indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences as provided for in the Indenture;

•

modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuer, the Depositor, the Servicer or any of their respective affiliates or modify or alter the definition of Note Balance;

•

reduce the percentage of the Note Balance the consent of the holders of Notes of which is required to direct the Indenture Trustee to sell or liquidate the property of the Issuer after an Event of Default if the proceeds of the sale or liquidation would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes;

•

reduce the percentage of the Note Balance of the Notes the consent of the holders of Notes of which is required to amend the sections of the Indenture which specify the applicable percentage of the Note Balance of the Notes necessary to amend the Indenture or any other documents relating to the Issuer;

•

affect the calculation of the amount of interest or principal payable on any Note on any Payment Date, including the calculation of any of the individual components of such calculation;

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•

affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes provided in the Indenture;

•

permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture; or

•

modify the definitions of “Aggregate Securitization Value,” “Securitization Value” or “Reserve Fund Required Amount,” as such terms are defined in the Indenture.

A supplemental Indenture will be deemed not to materially adversely affect the interests of any Noteholder if the person requesting the supplemental Indenture:

•

has, with respect to each Rating Agency, either (1) received written confirmation from such Rating Agency that such supplemental Indenture will not cause its then-current rating of any class of Notes to be qualified, reduced or withdrawn or (2) provided such Rating Agency with at least 10 days’ prior written notice of such supplemental indenture and such Rating Agency has not issued written notice that such supplemental Indenture would cause it to qualify, reduce or withdraw its then-current rating of any class of Notes; or

•

obtains and delivers to the Indenture Trustee either an opinion of counsel or an officer’s certificate of the Issuer to the effect that such supplemental Indenture would not materially and adversely affect the interests of any Noteholder.

No supplemental Indenture will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the supplemental Indenture will not (1) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (2) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (3) cause the Notes issued by such Issuer to be deemed to have been exchanged pursuant to Treasury Regulations Section 1.1001-3 (or a successor provision).

Termination

The respective obligations of the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee, as the case may be, pursuant to a Transaction Document will terminate upon the earlier of:

•

the maturity or other liquidation of the last Lease and the disposition of the last Leased Vehicle allocated to the Reference Pool;

•

the final distribution of all funds or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture and the final distribution on the Certificates pursuant to the Trust Agreement; or

•

the exercise by the Servicer of its optional right to purchase the Exchange Note as described under “Description of the Notes—Optional Purchase of the Exchange Note.”

The Indenture will be discharged with respect to the collateral securing the Notes upon:

•

delivery to the Indenture Trustee for cancellation of all the Notes or, if all Notes not delivered to the Indenture Trustee for cancellation have become due and payable, upon the irrevocable deposit with the Indenture Trustee of funds sufficient for the payment in full of the principal amount of and all accrued but unpaid interest on the Notes;

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•

payment by the Issuer of all amounts due under the Indenture and the other Transaction Documents; and

•

delivery to the Indenture Trustee of an officer’s certificate and an opinion of counsel, which may be internal counsel to the Depositor or the Servicer, stating that all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied in all material respects.

The Indenture Trustee will give written notice of termination to each Noteholder of record. The final distribution to any Noteholder will be made only upon surrender and cancellation of that holder’s security at any office or agency of the Indenture Trustee specified in the notice of termination. Any funds remaining in the Issuer will be distributed, subject to applicable law, to the Certificateholders.

Residual Interest; Issuance of Additional Securities

The Depositor initially will hold the Certificates or the residual interest in the Issuer and will be entitled to any amounts not needed on any Payment Date to make payments on the Notes, or to make any other required payments or deposits in accordance with the priority of payments described herein. The Depositor or any affiliate thereof, as the sole initial Certificateholders, may exchange all or a portion of the Certificates or its residual interest for additional notes or certificates issued by the Issuer only if each of the following conditions is satisfied:

•

either

the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the holder of the residual interest immediately prior to the issuance of such additional securities, as evidenced by an opinion of counsel delivered to the Indenture Trustee and the Owner Trustee; or

all holders of the Notes outstanding immediately prior to the exchange unanimously consent to the terms of the exchange;

•

the exchange must not result in the redemption of any security in exchange for assets of the Issuer or any sale or disposition of the assets of the Issuer;

•

the Rating Agencies have provided written confirmation that the issuance of the additional notes or certificates will not adversely affect the ratings of the outstanding Notes; and

•

the Depositor (or such affiliate) delivers an opinion of counsel to the Indenture Trustee and the Owner Trustee that the issuance of the additional notes or certificates will not (1) adversely affect in any material respect the interest of any Noteholder, (2) cause any outstanding Note to be deemed sold or exchanged for United States federal income tax purposes, (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes or (4) adversely affect the treatment of the outstanding Notes as debt for United States federal income tax purposes.

The Depositor (or such affiliate) may register the additional notes or certificates and sell them publicly or may sell them in one or more private placements.

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Administration Agreement

MBFS USA will be the Administrator of the Issuer under an Administration Agreement. The Administrator will provide notices on behalf of the Issuer and perform all administrative obligations of the Issuer under the Transaction Documents. These obligations include obtaining and preserving the Issuer’s qualification to do business where necessary, notifying the Rating Agencies and the Indenture Trustee of Events of Default, inspecting the Indenture Trustee’s books and records, monitoring the Issuer’s obligations for the satisfaction and discharge of the Indenture, causing the Servicer to comply with its duties and obligations under the Servicing Agreement, causing the Indenture Trustee to notify the Noteholders of the redemption of their Notes, preparing and filing the documents necessary to release property from the lien of the Indenture, and delivering any officer’s certificates of the Issuer in connection with supplemental indentures or amendments to the other Transaction Documents. The Administrator will be entitled to receive a monthly administration fee as compensation for the performance of its obligations under the Administration Agreement, which fee will be paid by the Servicer from the Servicing Fee.

To the extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee, under the terms of the Administration Agreement, such notice will be delivered to the Administrator and the Administrator will deliver such notice to the Rating Agencies.

Legal Proceedings

There are no legal proceedings pending, or to the knowledge of each of the Sponsor, the Depositor, the Issuer, the Initial Beneficiary or the Titling Trust, governmental proceedings contemplated, against such entity or to which any of its properties is subject, that are material to Noteholders.

For a description of any legal proceedings pending, or governmental proceedings contemplated, against the Owner Trustee or the Indenture Trustee that would be material to Noteholders, see “The Trustees—The Owner Trustee” and “ —The Indenture Trustee,” respectively. For a description of any legal proceedings pending, or governmental proceedings contemplated, against the Titling Trustee, the Collateral Agent or the Administrative Agent that would be material to Noteholders, see “The Titling Trust —The Titling Trustee and the Titling Trust Administrator” and “—The Collateral Agent and the Administrative Agent,” respectively.

Certain Legal Aspects of the Titling Trust and the Exchange Note

The Titling Trust

The Titling Trust is a statutory trust under Delaware law. In a statutory trust, the trust property is managed for the profit of the beneficiaries, as opposed to a common law “asset preservation” trust, where the trustee is charged with the mere maintenance of trust property. The principal requirements for the formation of a statutory trust in Delaware is the execution of a trust agreement and the filing of a certificate of trust with the Delaware Secretary of State. The Titling Trust has been so formed. The Titling Trust has also made trust filings or obtained certificates of authority to transact business in some states where, in the judgment of the Servicer, such action may be required.

Because the Titling Trust is a statutory trust for Delaware and other state law purposes, it, like a corporation, may be eligible to be a debtor in its own right under the Bankruptcy Code, as further described under “—Insolvency-Related Matters.” As such, the Titling Trust may be subject to Insolvency Laws and claims against the Titling Trust Assets could have priority over the security interest in those assets granted by the Titling Trust to secure the Exchange Note. In addition, claims of a third party against the Titling Trust Assets, including the assets of the Reference Pool with respect to the Exchange Note, to the extent such claims are not covered by insurance, could take priority over holders of security interests in the assets, such as the Collateral Agent, as more fully described under “Certain Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability.”

To the extent that the Titling Trust may be eligible for relief under the Bankruptcy Code or Insolvency Laws, the Titling Trustee is not authorized to commence a case or proceeding thereunder. Each of the Titling Trustee, the Initial Beneficiary and the holders from time to time of the Specified Interest and the Exchange Note have agreed not to institute a case or proceeding against the Titling Trust under any Insolvency Law for a period of one year and one day after payment in full of all distributions to holders of the Specified Interest or the Exchange Note under the Titling Trust Agreement and the Collateral Agency Agreement. See “—Insolvency-Related Matters.”

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Structural Considerations

Unlike many structured financings in which the holders of the notes have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the Issuer will not own the Reference Pool Assets. Instead, the Titling Trust will own the Titling Trust Assets and the Titling Trustee will take actions with respect thereto in the name of the Titling Trust on behalf of and as directed by the beneficiaries of the Titling Trust (i.e., the holders of the Specified Interest). The primary asset of the Issuer will be the Exchange Note secured by and principally paid from the Reference Pool. The Indenture Trustee will take action with respect thereto in the name of the Issuer and on behalf of the Noteholders. A security interest in the Exchange Note, rather than ownership, is transferred under this structure in order to avoid the administrative difficulty and expense of retitling the Leased Vehicles in the name of the Indenture Trustee. The Servicer and/or the Titling Trustee will segregate the Leases and the related Leased Vehicles allocated to the Reference Pool from the other Titling Trust Assets on the books and records each maintains for these assets. Neither the Servicer nor any holders of Other Reference Pools or the revolving facility pool will have rights in the Leases and the related Leased Vehicles of the Reference Pool and payments made on any Titling Trust Assets other than on those Leases and Leased Vehicles allocated to the Reference Pool will not be available to make payments on the Notes or to cover expenses of the Titling Trust allocable to the Reference Pool.

Allocation of Titling Trust Liabilities

The Titling Trust has one or more series of Specified Interests. A Specified Interest consists of one or more reference pools, such as the Reference Pool, and the revolving facility pool. The Titling Trust documents permit the Titling Trust, in the course of its activities, to incur other debts or liabilities such as Titling Trustee fees or bank account maintenance expenses. The Titling Trust may also become subject to involuntary liabilities such as judgment, tax or ERISA liens. Under the titling trust documents, these sorts of claims and liabilities will be allocated to the Specified Interest to which they relate. If a particular liability relates to more than one Specified Interest, it will be allocated among all those Specified Interests ratably. Certain creditors, such as judgment creditors or taxing authorities, may not, however, be bound by this allocation. As a result, it is possible that a particular Specified Interest might bear a disproportionate share of those liabilities if the assets of another Specified Interest are insufficient to absorb its ratable share of the liabilities.

The Issuer and the Indenture Trustee will not have an ownership interest in the Leases and Leased Vehicles allocated to the Reference Pool. As discussed under “Certain Legal Aspects of the Leases and the Leased Vehicles—Security Interests,” however, the Collateral Agent will have a perfected security interest in the related Leases and Leased Vehicles (other than for Leased Vehicles in Kansas, Missouri, Nebraska, Nevada and South Dakota) that will be senior in priority to the interests of the Pension Benefit Guaranty Corporation or judgment lien creditors. Certain liens, however, will generally take priority over the interests of the Collateral Agent in the related Leases and Leased Vehicles. Potentially material examples of such claims could include:

•

tax liens arising against the Depositor, MBFS USA, the Titling Trust, the Initial Beneficiary or the Issuer; and

•

liens arising under various federal and State criminal statutes.

Insolvency-Related Matters

Each holder or pledgee of the Exchange Note will be required to expressly disclaim any interest in the Titling Trust Assets allocated to any Other Reference Pool and to fully subordinate any claims to such Titling Trust Assets in the event that disclaimer is not given effect. Although no assurances can be given, in the unlikely event of the bankruptcy of the Initial Beneficiary or MBFS USA, the Depositor believes that the Leases and Leased Vehicles allocated to the Reference Pool would not be treated as part of the Initial Beneficiary’s or MBFS USA’s bankruptcy estate and that, even if they were so treated, the subordination by holders and pledgees of any Other Reference Pool or the revolving facility pool, should be enforceable. In addition, as described under “Risk Factors—Legal and Regulatory Risks—The bankruptcy of MBFS USA or the depositor could result in losses or delays in payments on your notes and could delay the appointment of a successor servicer,” each of the Initial Beneficiary, the Titling Trust or the Titling Trustee when acting on behalf of the Titling Trust, and the Depositor has taken steps in structuring the transactions described in this prospectus and has undertaken to act throughout the life of such transactions in a manner intended to ensure that in the event a voluntary or involuntary case is commenced by or against the Initial Beneficiary or MBFS USA under the Insolvency Laws, the separate legal existence of each of the Initial Beneficiary and MBFS USA, on the one hand, and the Titling Trust and the Depositor, on the other hand, will be maintained such that none of the respective assets and liabilities of the Titling Trust, the Depositor or the Issuer would be consolidated with those of the Initial Beneficiary or MBFS USA.

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With respect to the Titling Trust, these steps include its creation as a separate, special-purpose Delaware statutory trust of which the Initial Beneficiary is the sole beneficiary, pursuant to the Titling Trust Agreement containing certain limitations, including restrictions on the nature of its business and on its ability to commence a voluntary case or proceeding under any Insolvency Law. With respect to the Depositor, these steps include its creation as a separate limited liability company under a limited liability company agreement, of which MBFS USA is the sole equity member, containing certain limitations, including, the requirement that it must have at all times a board of managers with at least two independent managers, and restrictions on the nature of their businesses and operations and on their ability to commence a voluntary case or proceeding under any Insolvency Law without the unanimous affirmative vote of all members of the board of managers, including the two independent managers. There can be no assurance, however, that the limitations on the activities of the Titling Trust and the Depositor, as well as the restrictions on their abilities to obtain relief under Insolvency Laws, as described above, would prevent a court from concluding that their assets and liabilities should be consolidated with those of the Initial Beneficiary or MBFS USA, as applicable, if the Initial Beneficiary or MBFS USA, respectively, becomes the subject of a case or proceeding under any Insolvency Law.

If a court were to conclude that the transfer of the Exchange Note from MBFS USA to the Depositor was not a true sale, or that the Depositor should be treated as the same entity as MBFS USA for bankruptcy purposes, any of the following could delay or prevent payments on the Notes:

•

the automatic stay, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the Bankruptcy Code that permit substitution of collateral in certain circumstances;

•

certain tax or government liens on MBFS USA’s property (that arose prior to the transfer of the Exchange Note to the Depositor) having a prior claim on collections on the Reference Pool before the collections are used to make payments on the Notes; or

•

the Depositor not having a perfected security interest in the Exchange Note or any related cash collections held by MBFS USA at the time that MBFS USA becomes the subject of a bankruptcy proceeding.

MBFS USA will treat its conveyance of the Exchange Note to the Depositor as an absolute sale, transfer and assignment of all of its interest therein for all purposes. Nevertheless, if a case or proceeding under any Insolvency Law were commenced by or against MBFS USA, and MBFS USA as debtor-in-possession or a creditor, receiver or bankruptcy trustee of MBFS USA were to take the position that the sale, transfer and assignment of the Exchange Note by MBFS USA to the Depositor should instead be treated as a pledge of the Exchange Note to secure a borrowing by MBFS USA, delays in payments of proceeds of the Exchange Note to the Issuer, and therefore to the Noteholders, could occur or, should the court rule in favor of that position, reductions in the amount of such payments could result.

As a precautionary measure, the Depositor will take the actions requisite to obtaining a security interest in the Exchange Note as against MBFS USA which the Depositor will assign to the Issuer and such Issuer will assign to the Indenture Trustee. The Indenture Trustee will have a perfected security interest in the Exchange Note, which will be a “certificated security” or a “general intangible” under the UCC, by possession and the filing of UCC financing statements. Accordingly, if the conveyance of the Exchange Note by MBFS USA to the Depositor were not respected as an absolute sale, transfer and assignment, the Depositor, and ultimately the Issuer and Indenture Trustee as successors in interest, should be treated as a secured creditor of MBFS USA, although a case or proceeding under any Insolvency Law with respect to MBFS USA could result in delays or reductions in distributions on the Exchange Note as indicated above, notwithstanding such perfected security interest.

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In the event that the Servicer were to become subject to a case under the Bankruptcy Code, some payments made within one year of the commencement of such case, including Servicer Advances and Repurchase Payments, may be recoverable by the Servicer as debtor-in-possession or by a creditor or a trustee-in-bankruptcy as a preferential transfer from the Servicer. See “Risk Factors—Legal and Regulatory Risks—The bankruptcy of MBFS USA or the depositor could result in losses or delays in payments on your notes and could delay the appointment of a successor servicer.”

On the Closing Date, Sidley Austin llp, special insolvency counsel to the Depositor, will deliver an opinion to the effect that, subject to certain facts, assumptions and qualifications specified therein, if MBFS USA or the Depositor were to become a debtor in a case under the Bankruptcy Code subsequent to the sale, transfer and assignment of the Exchange Note to the Depositor and the Issuer, respectively, each sale, transfer and assignment of the Exchange Note from MBFS USA to the Depositor and from the Depositor to the Issuer would be characterized as a true sale, transfer and assignment, and the Exchange Note and the proceeds thereof would not be property of MBFS USA’s or the Depositor’s bankruptcy estate, respectively. Such a legal opinion is not, however, binding on any court.

On the Closing Date, Sidley Austin llp, special insolvency counsel to the Depositor, will deliver an opinion based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein, under present reported decisional authority and applicable statutes to federal bankruptcy cases, if MBFS USA were to become a debtor in a case under the Bankruptcy Code, it would not be a proper exercise by a court of its equitable discretion (i) to disregard the separate legal existence of any of the Issuer, the Initial Beneficiary or, so long as the legal existence of the Initial Beneficiary is not disregarded, the Titling Trust, from that of MBFS USA and (ii) to order the substantive consolidation of the assets and liabilities of any of the Issuer, the Initial Beneficiary or, so long as the assets and liabilities of the Initial Beneficiary are not consolidated with those of MBFS USA, the Titling Trust, with the assets and liabilities of MBFS USA. Among other things, that opinion will assume that the Issuer (or the Administrator or Owner Trustee when acting on its behalf), the Initial Beneficiary and the Titling Trust will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of MBFS USA, not commingling its respective assets with those of MBFS USA, doing business in a separate office from MBFS USA and not holding itself out as having agreed to pay, or being liable for, the debts of MBFS USA. In addition, that opinion will assume that except as expressly provided by the Trust Agreement and the Servicing Agreement (each of which contains terms and conditions consistent with those that would be arrived at on an arm’s length basis between unaffiliated entities in the belief of the parties thereto), MBFS USA generally will not guarantee the obligations of the Issuer, the Initial Beneficiary or the Titling Trust to third parties, and will not conduct the day-to-day business or activities of any thereof, other than in its capacity as Servicer acting under and in accordance with the Servicing Agreement or in its capacity as Administrator under the Administration Agreement. Each of MBFS USA, the Issuer, the Initial Beneficiary and the Titling Trust intends to follow and has represented that it will follow these and other procedures related to maintaining the separate identities and legal existences of the Issuer, the Initial Beneficiary and the Titling Trust. Such a legal opinion, however, will not be binding on any court.

The Dodd-Frank Act

Orderly Liquidation Authority. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” established the Orderly Liquidation Authority, or “OLA,” under which the Federal Deposit Insurance Corporation, or “FDIC,” is authorized to act as receiver of certain financial companies and their subsidiaries. OLA differs from the Bankruptcy Code in several respects. In addition, because the legislation remains subject to additional clarification through further FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including MBFS USA, the Depositor, the Titling Trust or the Issuer, or any of their respective creditors.

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Potential Applicability to MBFS USA, the Depositor, the Titling Trust and the Issuer. There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a financial company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would avoid or mitigate these adverse effects.

If MBFS USA were determined to be a “covered financial company,” the Titling Trust, the Issuer or the Depositor, as “covered subsidiaries” of MBFS USA, could also potentially be subject to the provisions of OLA as a “covered financial company.” For the Titling Trust, the Issuer or the Depositor to be subject to receivership under OLA as a covered financial company (1) the FDIC would have to be appointed as receiver for MBFS USA under OLA as described above and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the Titling Trust, Issuer or Depositor is in default or in danger of default, (b) the appointment of the FDIC as receiver of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of MBFS USA.

There can be no assurance that the Secretary of the Treasury would not determine that the failure of MBFS USA or any potential covered subsidiary thereof would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to MBFS USA, the Titling Trust, the Depositor or the Issuer or, if it were to apply, that the timing and amounts of payments to the Noteholders would not be less favorable than under the Bankruptcy Code.

FDIC’s Repudiation Power Under OLA. If the FDIC were appointed receiver of MBFS USA or of a covered subsidiary under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which MBFS USA or a covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of MBFS USA’s or such covered subsidiary’s affairs. In January 2011, the acting General Counsel of the FDIC issued an advisory opinion respecting, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the acting FDIC General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the acting FDIC General Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include MBFS USA or its subsidiaries (including the Titling Trust, the Depositor or the Issuer), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the acting FDIC General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include MBFS USA or its subsidiaries (including the Titling Trust, the Depositor or the Issuer), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the acting FDIC General Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. As no such regulations have been proposed, the foregoing acting FDIC General Counsel’s interpretation currently remains in effect. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving MBFS USA or its subsidiaries (including the Titling Trust, the Depositor or the Issuer), are contrary to this advisory opinion, payment or distributions of principal and interest on the Notes issued by the Issuer could be delayed or reduced.

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We will structure the transfers of the Exchange Note under the First-Tier Sale Agreement with the intent that they would be treated as legal true sales under applicable State law. If the transfers are so treated, based on the acting FDIC General Counsel of the FDIC’s advisory opinion rendered in January 2011, MBFS USA believes that the FDIC would not be able to recover the Exchange Note transferred under the First-Tier Sale Agreement and the Second-Tier Sale Agreement using its repudiation power. If those transfers were not respected as legal true sales, however, then the Depositor under the applicable First-Tier Sale Agreement would be treated as having made a loan to MBFS USA, and the Issuer under the applicable Second-Tier Sale Agreement would be treated as having made a loan to the Depositor, in each case secured by the transferred Exchange Note. The FDIC, as receiver, generally has the power to repudiate secured loans and then recover the collateral after paying damages to the lenders. If the Issuer were placed in receivership under OLA, this repudiation power would extend to the Notes issued by such Issuer. The amount of damages that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory damages” in this context, but the term does not include damages for lost profits or opportunity. Under OLA, however, in the case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Regardless of whether the transfers under the First-Tier Sale Agreements and the Second-Tier Sale Agreements are respected as legal true sales, as receiver for MBFS USA or a covered subsidiary the FDIC could:

•

require the Issuer, as assignee of MBFS USA and the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Exchange Note;

•

if appointed as receiver of the Titling Trust, require the Issuer as the owner of the Exchange Note or the Indenture Trustee as secured creditor with a security interest in the Exchange Note to go through an administrative claims procedure to establish its rights to payments on the Exchange Note;

•

if appointed as receiver of the Issuer, require the Indenture Trustee for the Notes to go through an administrative claims procedure to establish its rights to payments on the Notes;

•

request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against MBFS USA or a covered subsidiary (including the Titling Trust and the Issuer);

•

repudiate MBFS USA’s ongoing servicing obligations under a servicing agreement, such as its duty to collect and remit payments or otherwise service the leases and related leased vehicles; or

•

prior to any such repudiation of the Basic Servicing Agreement and the Servicing Supplement, prevent any of the Indenture Trustee or the Noteholders from appointing a successor Servicer.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which MBFS USA or a covered subsidiary (including the Titling Trust and the Issuer) that is subject to OLA is a party, or to obtain possession of or exercise control over any property of MBFS USA or any covered subsidiary or affect any contractual rights of MBFS USA or a covered subsidiary (including the Titling Trust and the Issuer) that is subject to OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered company’s contracts or property is comparable to the “automatic stay” in bankruptcy.

If the Titling Trust were itself to become subject to OLA as a “covered subsidiary,” the FDIC may repudiate the Exchange Note, as the debt of such Issuer. In such an event, the Titling Trust would have a secured claim in the receivership of the Titling Trust for “actual direct compensatory damages” as described above but delays in payments on the Exchange Note would occur and possible reductions in the amount of those payments could occur, which could adversely affect the payments on the Notes.

Similarly, if the Issuer were itself to become subject to OLA as a “covered subsidiary,” the FDIC may repudiate the debt of such Issuer. In such an event, the Noteholders would have a secured claim in the receivership of the Issuer for “actual direct compensatory damages” as described above but delays in payments on the Notes would occur and possible reductions in the amount of those payments could occur.

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If the FDIC, as receiver for MBFS USA, the Titling Trust, the Depositor or the Issuer, were to take any of the foregoing actions, payments or distributions of principal and interest on the Notes issued by the Issuer would be delayed and may be reduced.

FDIC’s Avoidance Power Under OLA. The provisions of OLA relating to preferential transfers differ from those of the Bankruptcy Code. If the Titling Trust were to become subject to OLA, there is an interpretation under OLA that the grant by the Titling Trust of a security interest in the Leases to secure the Exchange Note perfected for purposes of State law and the Bankruptcy Code could nevertheless be avoided as preferential transfers.

In December 2010, the Acting General Counsel of the FDIC issued an advisory opinion which concludes that the treatment of preferential transfers under OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the Bankruptcy Code. In July 2011, the FDIC adopted a final regulation which, among other things, codified the advisory opinion. Based on the regulation, the grant by the Titling Trust of a security interest in the Leases to secure the Exchange Note would not be avoidable by the FDIC as a preference under OLA.

Certain Legal Aspects of the Leases and the Leased Vehicles

Security Interests

The Leases are “tangible chattel paper” or “electronic chattel paper,” in each case as defined in the UCC. Pursuant to the Delaware UCC, a non-possessory security interest in or transfer of chattel paper in favor of the Collateral Agent may be perfected by filing a UCC financing statement with the appropriate State authorities in the jurisdiction of formation of the Collateral Agent (i.e., the Delaware Secretary of State). UCC financing statements have been filed in Delaware to effect this perfection. The security interest that the Collateral Agent has in the related Leases could be subordinate to the interest of certain other parties who take possession of those Leases that are in tangible form or obtain “control” of those Leases that are in electronic form. Specifically, the Collateral Agent’s security interest in the related Lease could be subordinate to the rights of a purchaser of such Lease who takes possession or obtains control of the Lease, as applicable, without knowledge or actual notice of the Collateral Agent’s security interest. The Leases will not be stamped or marked to reflect the foregoing security arrangements. Any Leases that are in electronic form will be maintained in a specially-designed computer system maintained by the Servicer or a third-party vendor that is designed to establish the Servicer’s “control” of the electronic leases.

Title to the Leased Vehicles allocated to the Reference Pool or within the revolving facility pool is held by the Titling Trust. Under the Collateral Agency Agreement, the Titling Trust has granted a security interest in and to certain assets, including the Leases and the related Leased Vehicles, to the Collateral Agent to secure the Titling Trust’s obligations under the revolving facility pool and the exchange notes, such as the Exchange Note, issued by the Titling Trust from time to time. Under the UCC, the filing of a financing statement is not effective to perfect a security interest in property subject to certificate of title statutes covering motor vehicles, unless the motor vehicles are considered to be inventory held for sale or lease by a debtor or leased by the debtor as lessor and the debtor is in the business of selling or leasing goods of that kind. The Collateral Agent, as lienholder, perfects its security interest in the Leased Vehicle by being designated as the first lienholder on the certificate of title of each Leased Vehicle (other than in Kansas, Missouri, Nebraska, Nevada and South Dakota where liens are not placed on the titles for administrative reasons).

ERISA Liens

Liens in favor of the Pension Benefit Guaranty Corporation which are prior to the security interest of the Collateral Agent and Indenture Trustee could attach to the Leases and Leased Vehicles if the Collateral Agent did not have a prior perfected lien on the Leases and could be used to satisfy unfunded pension obligations of any member of a controlled group that includes MBFS USA and its affiliates under its defined benefit pension plans. The Collateral Agent will, however, have a perfected security interest in the Leases that will be senior in priority to the interests of the Pension Benefit Guaranty Corporation or judgment lien creditors in those Leases and Leased Vehicles.

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Limitations on Collateral Agent’s and Indenture Trustee’s Lien

Various liens such as those discussed under “Certain Legal Aspects of the Titling Trust and the Exchange Note—Allocation of Titling Trust Liabilities” could be imposed upon all or part of the Leases allocated to the Exchange Note (including the related Leased Vehicles), that would, by operation of law, take priority over the Collateral Agent’s interest therein. For a discussion of the risks associated with third-party liens on the Leases, see “Risk Factors—Legal and Regulatory Risks—Interests of other persons in the leases and the leased vehicles could be superior to the issuer’s interest, which may result in delayed or reduced payment on your notes.” Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the Issuer could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the Exchange Note transferred by the Depositor to the Issuer pursuant to the Second-Tier Sale Agreement. See “Risk Factors—Legal and Regulatory Risks—The bankruptcy of MBFS USA or the depositor could result in losses or delays in payments on your notes and could delay the appointment of a successor servicer.”

Vicarious Tort Liability

Although the Titling Trust will own the Leased Vehicles allocated to the Reference Pool, and the Collateral Agent on behalf of the Issuer will have a perfected security interest therein, the Leased Vehicles will be operated by the related lessees and their invitees. State laws differ as to whether anyone suffering injury to person or property involving a vehicle may bring an action against the owner of that vehicle merely by virtue of such ownership. To the extent that applicable State law permits such an action and is not preempted by the Transportation Act, the Titling Trust and the Titling Trust Assets may be subject to liability to such an injured party. The laws of many States, however, either do not permit these types of suits, or the lessor’s liability is capped at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some States, such as New York, where liability is joint and several).

For example, under the California Vehicle Code, the owner of a motor vehicle subject to a lease is responsible for injuries to persons or property resulting from the negligent or wrongful operation of the leased vehicle by any person using the vehicle with the owner’s permission. The owner’s liability for personal injuries is limited to $15,000 per person and $30,000 in total per accident, and the owner’s liability for property damage is limited to $5,000 per accident. Recourse for any judgment arising out of the operation of the leased vehicle must, however, first be had against the operator’s property if the operator is within the jurisdiction of the court.

In contrast to California and many other States, in New York, where a large number of Leases were originated, the holder of title of a motor vehicle, including an origination trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of that motor vehicle. It is not clear whether there is a limit on an owner’s liability. In the context of the denial of a motion brought by a defendant to dismiss a claim based on the negligent use or operation of a motor vehicle, the Court of Appeals of New York ruled that a finance company acting as an agent for an origination trust may be considered an “owner” of a motor vehicle and thus subject to joint and several liability with the lessee for the negligent use or operation of the leased motor vehicle for the duration of a lease. As a result of the ruling in New York, losses could arise if lawsuits are brought against either the Titling Trust or MBFS USA, as agent of the Titling Trust, in connection with the negligent use or operation of any Leased Vehicles owned by the Titling Trust, including the Leased Vehicles allocated to the Reference Pool. This case was decided prior to the enactment of the Transportation Act.

The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a State or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles and there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). The Transportation Act is intended to preempt State and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and should reduce the likelihood of vicarious liability being imposed on the Titling Trust.

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Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		851		2.85	%	$	35,599,480.94		2.89	%
25 – 36		24,834		83.28			1,017,174,918.70		82.53
37 – 48		3,797		12.73			162,158,910.61		13.16
49 – 60		339		1.14			17,580,540.85		1.43
Total:		29,821		100.00	%	$	1,232,513,851.10		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		4,866		16.32	%	$	168,671,741.80		13.69	%
13 – 24		10,793		36.19			425,872,902.50		34.55
25 – 36		13,358		44.79			588,687,197.03		47.76
37 – 48		784		2.63			46,875,225.07		3.80
49 – 60		20		0.07			2,406,784.70		0.20
Total:		29,821		100.00	%	$	1,232,513,851.10		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Distribution of the Leased Vehicles by State Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		8,561		28.71	%	$	345,218,546.71		28.01	%
New York		4,139		13.88			176,580,923.22		14.33
Florida		4,109		13.78			168,064,416.07		13.64
New Jersey		2,412		8.09			98,509,908.08		7.99
Texas		1,471		4.93			63,446,249.57		5.15
Total:		20,692		69.39	%	$	851,820,043.65		69.12	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
C		8,290		27.80	%	$	256,467,187.08		20.81	%
E		5,180		17.37			204,601,926.71		16.60
ML/GLE		4,177		14.01			190,033,648.71		15.42
S		1,852		6.21			151,501,121.26		12.29
GL/GLS		1,855		6.22			108,816,479.47		8.83
GLK/GLC		2,511		8.42			85,717,067.85		6.95
CLA		2,381		7.98			65,156,689.28		5.29
Total:		26,246		88.01	%	$	1,062,294,120.36		86.19	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2016-B (“MBALT 2016-B”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2016-B
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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MBALT 2016-B

	Date	Planned Pool Amortization based on 100% Prepayment Assumption ($)	Pool Factor	Actual Amortization ($)	Pool Factor
0	08/31/2016	1,232,513,851.10	1.00	1,232,513,851.10	1.00
1	10/31/2016	1,197,071,251.63	0.97	1,191,199,233.95	0.97
2	11/30/2016	1,165,737,750.90	0.95	1,161,763,817.08	0.94
3	12/31/2016	1,129,800,483.59	0.92	1,130,085,327.19	0.92
4	01/31/2017	1,097,665,591.91	0.89	1,095,471,238.74	0.89
5	02/28/2017	1,061,571,336.52	0.86	1,064,050,773.42	0.86
6	03/31/2017	1,028,370,156.09	0.83	1,030,388,414.24	0.84
7	04/30/2017	989,782,440.54	0.80	1,002,831,521.62	0.81
8	05/31/2017	947,792,498.62	0.77	970,203,383.96	0.79
9	06/30/2017	903,160,893.59	0.73	938,287,943.52	0.76
10	07/31/2017	865,632,264.99	0.70	910,442,601.11	0.74
11	08/31/2017	828,304,692.38	0.67	879,518,466.52	0.71
12	09/30/2017	786,451,670.09	0.64	846,415,618.16	0.69
13	10/31/2017	740,542,735.33	0.60	810,299,300.79	0.66
14	11/30/2017	692,623,651.22	0.56	773,899,486.54	0.63
15	12/31/2017	644,541,364.96	0.52	738,246,391.94	0.60
16	01/31/2018	605,426,694.58	0.49	697,773,658.56	0.57
17	02/28/2018	568,818,972.70	0.46	664,692,887.28	0.54
18	03/31/2018	535,284,743.69	0.43	626,733,479.39	0.51
19	04/30/2018	500,062,211.07	0.41	587,296,336.88	0.48
20	05/31/2018	465,589,134.06	0.38	544,238,731.36	0.44
21	06/30/2018	425,595,857.06	0.35	506,987,187.66	0.41
22	07/31/2018	390,193,198.13	0.32	472,456,512.59	0.38
23	08/31/2018	360,762,919.20	0.29	433,576,200.95	0.35
24	09/30/2018	331,406,069.49	0.27	399,639,613.73	0.32
25	10/31/2018	305,817,209.80	0.25	357,546,221.47	0.29
26	11/30/2018	261,692,575.20	0.21	313,328,465.54	0.25
27	12/31/2018	216,365,841.54	0.18	274,133,373.88	0.22
28	01/31/2019	180,126,640.14	0.15	235,668,856.11	0.19*

The Servicer exercised its option to purchase the 2016-B exchange note on the first payment date on which the aggregate principal amount of the 2016-B notes was 5% or less of the aggregate principal amount of the 2016-B notes as of the closing date.

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Table of Contents

Prepayment Speed Information

The following table sets forth prepayment speed information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2016-B. For more information regarding prepayment speeds, you should refer to “Weighted Average Lives of the Notes”.

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	08/31/2016	—	—
1	10/31/2016	0.56%	161.91%
2	11/30/2016	0.45%	128.60%
3	12/31/2016	0.39%	98.58%
4	01/31/2017	0.48%	107.60%
5	02/28/2017	0.48%	93.67%
6	03/31/2017	0.56%	96.14%
7	04/30/2017	0.53%	80.40%
8	05/31/2017	0.55%	73.06%
9	06/30/2017	0.55%	65.50%
10	07/31/2017	0.53%	60.68%
11	08/31/2017	0.53%	59.22%
12	09/30/2017	0.51%	55.59%
13	10/31/2017	0.48%	50.92%
14	11/30/2017	0.62%	64.89%
15	12/31/2017	0.36%	37.41%
16	01/31/2018	0.40%	40.57%
17	02/28/2018	0.40%	39.92%
18	03/31/2018	0.45%	44.47%
19	04/30/2018	0.49%	48.03%
20	05/31/2018	0.55%	53.89%
21	06/30/2018	0.53%	51.40%
22	07/31/2018	0.52%	50.08%
23	08/31/2018	0.54%	53.39%
24	09/30/2018	0.53%	53.38%
25	10/31/2018	0.62%	62.98%
26	11/30/2018	0.55%	57.29%
27	12/31/2018	0.40%	42.09%
28	01/31/2019	0.31%	33.67%

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Table of Contents

Delinquency Experience

Set forth below is delinquency information relating to the leases allocated to the reference pool for MBALT 2016-B presented on a monthly basis.

	Date	Outstanding Aggregate Securitization Value ($)	31-60 Days Delinquent ($)	Number of Leases	% of Securitization Value	61-90 Days Delinquent ($)	Number of Leases	% of Securitization Value	91-120 Days Delinquent ($)	Number of Leases	% of Securitization Value	120+ Days Delinquent ($)	Number of Leases	% of Securitization Value
1	10/31/2016	1,191,199,233.95	856,234.05	20	0.07%	139,691.57	4	0.01%	-	0	0.00%	0.00	0	0.00%
2	11/30/2016	1,161,763,817.08	1,298,625.39	28	0.11%	311,815.26	9	0.03%	30,850.18	1	0.00%	0.00	0	0.00%
3	12/31/2016	1,130,085,327.19	1,602,533.83	38	0.14%	535,828.43	11	0.05%	55,892.94	2	0.00%	0.00	0	0.00%
4	01/31/2017	1,095,471,238.74	1,319,992.71	33	0.12%	209,739.54	6	0.02%	512,160.61	10	0.05%	0.00	0	0.00%
5	02/28/2017	1,064,050,773.42	1,453,284.93	36	0.14%	329,667.63	7	0.03%	28,614.53	1	0.00%	0.00	0	0.00%
6	03/31/2017	1,030,388,414.24	1,116,469.74	30	0.11%	390,420.82	9	0.04%	220,382.68	4	0.02%	0.00	0	0.00%
7	04/30/2017	1,002,831,521.62	1,707,629.94	43	0.17%	248,639.29	7	0.02%	219,934.33	4	0.02%	0.00	0	0.00%
8	05/31/2017	970,203,383.96	1,392,181.48	39	0.14%	242,510.10	6	0.02%	51,178.23	2	0.01%	0.00	0	0.00%
9	06/30/2017	938,287,943.52	1,617,938.96	42	0.17%	372,237.66	11	0.04%	70,026.30	2	0.01%	0.00	0	0.00%
10	07/31/2017	910,442,601.11	1,262,178.93	36	0.14%	357,597.60	8	0.04%	123,194.77	3	0.01%	0.00	0	0.00%
11	08/31/2017	879,518,466.52	1,218,134.39	33	0.14%	384,399.60	11	0.04%	311,550.88	5	0.04%	0.00	0	0.00%
12	09/30/2017	846,415,618.16	2,120,672.26	55	0.25%	280,569.03	8	0.03%	121,315.61	4	0.01%	0.00	0	0.00%
13	10/31/2017	810,299,300.79	1,409,151.73	38	0.17%	723,532.09	18	0.09%	65,487.74	2	0.01%	0.00	0	0.00%
14	11/30/2017	773,899,486.54	2,234,400.02	59	0.29%	315,498.42	9	0.04%	159,091.66	5	0.02%	0.00	0	0.00%
15	12/31/2017	738,246,391.94	2,407,720.94	64	0.33%	724,749.15	19	0.10%	85,642.16	2	0.01%	0.00	0	0.00%
16	01/31/2018	697,773,658.56	1,774,619.31	45	0.25%	756,687.17	21	0.11%	284,050.42	7	0.04%	0.00	0	0.00%
17	02/28/2018	664,692,887.28	1,652,363.68	43	0.25%	585,611.14	16	0.09%	190,879.08	5	0.03%	0.00	0	0.00%
18	03/31/2018	626,733,479.39	1,148,695.97	33	0.18%	562,242.13	14	0.09%	255,354.16	7	0.04%	0.00	0	0.00%
19	04/30/2018	587,296,336.88	1,160,957.31	33	0.20%	437,002.50	13	0.07%	210,194.60	3	0.04%	0.00	0	0.00%
20	05/31/2018	544,238,731.36	1,172,576.58	32	0.22%	224,806.28	8	0.04%	151,188.38	4	0.03%	0.00	0	0.00%
21	06/30/2018	506,987,187.66	1,956,453.82	55	0.39%	269,932.21	9	0.05%	26,872.47	1	0.01%	0.00	0	0.00%
22	07/31/2018	472,456,512.59	1,568,662.63	40	0.33%	603,493.03	16	0.13%	145,232.58	4	0.03%	0.00	0	0.00%
23	08/31/2018	433,576,200.95	994,098.52	32	0.23%	305,279.99	10	0.07%	200,231.49	4	0.05%	0.00	0	0.00%
24	09/30/2018	399,639,613.73	1,319,481.90	40	0.33%	253,937.11	9	0.06%	70,172.53	2	0.02%	0.00	0	0.00%
25	10/31/2018	357,546,221.47	1,234,100.54	41	0.35%	290,319.45	9	0.08%	55,631.97	2	0.02%	0.00	0	0.00%
26	11/30/2018	313,328,465.54	1,458,833.02	44	0.47%	352,019.69	13	0.11%	131,433.53	3	0.04%	0.00	0	0.00%
27	12/31/2018	274,133,373.88	1,252,259.35	37	0.46%	449,827.96	15	0.16%	91,508.53	3	0.03%	0.00	0	0.00%
28	01/31/2019	235,668,856.11	1,089,719.96	36	0.46%	643,712.09	19	0.27%	88,796.80	2	0.04%	0.00	0	0.00%

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Table of Contents

Credit Loss and Residual Loss Experience

Set forth below is loss information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2016-B presented on a monthly basis.

	Date	Securitization Value of Defaulted Leases ($)	Liquidation Proceeds and Recoveries ($)	Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) as % of Cutoff Date Securitization Value
1	10/31/2016	376,625.55	265,032.85	111,592.70	111,592.70	0.009%
2	11/30/2016	1,261,919.39	1,175,915.17	86,004.22	197,596.92	0.016%
3	12/31/2016	646,572.76	656,785.64	(10,212.88)	187,384.04	0.015%
4	01/31/2017	1,164,795.55	1,040,799.89	123,995.66	311,379.70	0.025%
5	02/28/2017	1,136,159.29	633,166.30	502,992.99	814,372.69	0.066%
6	03/31/2017	1,319,620.09	1,309,183.49	10,436.60	824,809.29	0.067%
7	04/30/2017	543,047.43	475,505.39	67,542.04	892,351.33	0.072%
8	05/31/2017	701,571.24	577,754.71	123,816.53	1,016,167.86	0.082%
9	06/30/2017	1,056,928.72	1,307,743.56	(250,814.84)	765,353.02	0.062%
10	07/31/2017	758,555.90	664,594.39	93,961.51	859,314.53	0.070%
11	08/31/2017	664,065.94	647,584.14	16,481.80	875,796.33	0.071%
12	09/30/2017	916,791.54	916,578.45	213.09	876,009.42	0.071%
13	10/31/2017	1,042,148.63	1,161,689.95	(119,541.32)	756,468.10	0.061%
14	11/30/2017	516,191.38	469,991.33	46,200.05	802,668.15	0.065%
15	12/31/2017	593,156.02	612,311.61	(19,155.59)	783,512.56	0.064%
16	01/31/2018	543,345.09	479,728.15	63,616.94	847,129.50	0.069%
17	02/28/2018	719,234.65	449,278.67	269,955.98	1,117,085.48	0.091%
18	03/31/2018	677,627.19	540,697.99	136,929.20	1,254,014.68	0.102%
19	04/30/2018	581,544.56	639,989.68	(58,445.12)	1,195,569.56	0.097%
20	05/31/2018	742,885.86	607,265.81	135,620.05	1,331,189.61	0.108%
21	06/30/2018	461,631.62	537,249.24	(75,617.62)	1,255,571.99	0.102%
22	07/31/2018	383,075.63	470,017.41	(86,941.78)	1,168,630.21	0.095%
23	08/31/2018	725,232.57	772,835.35	(47,602.78)	1,121,027.43	0.091%
24	09/30/2018	393,286.96	383,631.61	9,655.35	1,130,682.78	0.092%
25	10/31/2018	522,486.55	610,542.74	(88,056.19)	1,042,626.59	0.085%
26	11/30/2018	310,432.57	376,903.89	(66,471.32)	976,155.27	0.079%
27	12/31/2018	323,929.45	237,996.10	85,933.35	1,062,088.62	0.086%
28	01/31/2019	399,216.08	451,107.65	(51,891.57)	1,010,197.05	0.082%

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	Date	Securitization Value of Liquidated Leases ($)	Liquidation Proceeds and Recoveries ($)	Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) as % of Cutoff Date Aggregate Securitization Value
1	10/31/2016	12,725,790.65	13,261,158.46	(535,367.81)	(535,367.81)	(0.043)%
2	11/30/2016	14,130,729.69	14,384,879.18	(254,149.49)	(789,517.30)	(0.064)%
3	12/31/2016	16,845,025.82	17,149,784.25	(304,758.43)	(1,094,275.73)	(0.089)%
4	01/31/2017	19,900,713.22	19,873,066.26	27,646.96	(1,066,628.77)	(0.087)%
5	02/28/2017	17,209,570.60	16,819,342.89	390,227.71	(676,401.06)	(0.055)%
6	03/31/2017	18,831,681.17	19,128,483.67	(296,802.50)	(973,203.56)	(0.079)%
7	04/30/2017	14,472,796.78	14,980,593.02	(507,796.24)	(1,480,999.80)	(0.120)%
8	05/31/2017	18,964,956.79	20,506,030.99	(1,541,074.20)	(3,022,074.00)	(0.245)%
9	06/30/2017	18,125,602.51	19,624,565.68	(1,498,963.17)	(4,521,037.17)	(0.367)%
10	07/31/2017	14,978,694.88	15,870,858.78	(892,163.90)	(5,413,201.07)	(0.439)%
11	08/31/2017	18,445,675.20	19,248,187.43	(802,512.23)	(6,215,713.30)	(0.504)%
12	09/30/2017	20,782,679.57	22,288,566.85	(1,505,887.28)	(7,721,600.58)	(0.626)%
13	10/31/2017	23,685,334.36	23,951,937.70	(266,603.34)	(7,988,203.92)	(0.648)%
14	11/30/2017	25,221,636.83	24,736,382.19	485,254.64	(7,502,949.28)	(0.609)%
15	12/31/2017	24,644,172.43	23,452,433.51	1,191,738.92	(6,311,210.36)	(0.512)%
16	01/31/2018	29,291,281.81	27,502,535.60	1,788,746.21	(4,522,464.15)	(0.367)%
17	02/28/2018	22,750,709.14	22,039,483.52	711,225.62	(3,811,238.53)	(0.309)%
18	03/31/2018	27,746,680.30	26,681,292.49	1,065,387.81	(2,745,850.72)	(0.223)%
19	04/30/2018	30,072,157.86	28,791,406.26	1,280,751.60	(1,465,099.12)	(0.119)%
20	05/31/2018	33,971,361.89	32,131,198.64	1,840,163.25	375,064.13	0.030%
21	06/30/2018	29,048,049.06	27,568,174.60	1,479,874.46	1,854,938.59	0.151%
22	07/31/2018	26,657,410.92	25,107,101.68	1,550,309.24	3,405,247.83	0.276%
23	08/31/2018	31,152,794.09	31,404,484.19	(251,690.10)	3,153,557.73	0.256%
24	09/30/2018	27,314,095.93	27,669,377.03	(355,281.10)	2,798,276.63	0.227%
25	10/31/2018	35,573,960.13	36,651,578.60	(1,077,618.47)	1,720,658.16	0.140%
26	11/30/2018	38,695,109.37	38,462,336.59	232,772.78	1,953,430.94	0.158%
27	12/31/2018	34,389,299.70	32,476,196.47	1,913,103.23	3,866,534.17	0.314%
28	01/31/2019	34,508,209.90	31,517,664.76	2,990,545.14	6,857,079.31	0.556%

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Table of Contents

Mercedes-Benz Auto Lease Trust 2017-A
Static Pool Data

Composition of the Portfolio of the Leases
(As of the Cutoff Date)

Closing Date	April 26, 2017
Cutoff Date	February 28, 2017
Cutoff Date Securitization Value	$	2,349,727,719.47
Number of Leases		56,402
Average Securitization Value	$	41,660.36
Securitization Value Range	$	17,165.68 to $196,766.65
Percentage Mercedes-Benz Passenger Cars		62.03	%
Percentage Mercedes-Benz Sport Utility Vehicles		37.97	%
Aggregate Residual Value	$	1,737,055,942.00
Aggregate of Residual Values as a Percentage of the Cutoff Date
Aggregate Securitization Value		73.93	%
Average Residual Value	$	30,797.77
Residual Value	$	14,107.00 to $143,781.75
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		63.48	%
Weighted Average Original Term⁽²⁾	37.03 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.54 months
Remaining Term Range	4 to 57 months
Weighted Average FICO^® Score⁽²⁾		785
Range of FICO^® Scores	651 to 899

⁽¹⁾

Discounted by the greater of the contract rate and 7.90%.

⁽²⁾

Weighted by Cutoff Date Aggregate Securitization Value.

For purposes of the tables presented below, “Aggregate Securitization Value” shall mean the sum of the Securitization Values of the leases and the related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2017-A.

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Table of Contents

Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		866		1.54	%	$	43,058,218.45		1.83	%
25 – 36		48,802		86.53			1,961,399,603.56		83.47
37 – 48		6,161		10.92			310,429,073.60		13.21
49 – 60		573		1.02			34,840,823.86		1.48
Total:		56,402		100.00	%	$	2,349,727,719.47		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		9,220		16.35	%	$	343,010,335.77		14.60	%
13 – 24		21,408		37.96			850,378,792.69		36.19
25 – 36		23,577		41.80			1,031,618,832.19		43.90
37 – 48		2,151		3.81			119,420,987.26		5.08
49 – 60		46		0.08			5,298,771.56		0.23
Total:		56,402		100.00	%	$	2,349,727,719.47		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Table of Contents

Distribution of the Leased Vehicles by State Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		16,226		28.77	%	$	652,356,808.15		27.76	%
New York		8,438		14.96			364,659,788.32		15.52
Florida		7,737		13.72			321,311,962.89		13.67
New Jersey		4,343		7.70			178,695,679.02		7.60
Texas		2,817		4.99			126,632,296.85		5.39
Total:		39,561		70.14	%	$	1,643,656,535.23		69.94	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
C		15,578		27.62	%	$	490,817,871.58		20.89	%
ML/GLE		8,523		15.11			376,017,982.18		16.00
E		8,387		14.87			337,167,416.14		14.35
S		3,911		6.93			310,639,403.63		13.22
GL/GLS		3,605		6.39			218,598,733.23		9.30
GLC		4,123		7.31			153,048,380.80		6.51
CLA		4,841		8.58			127,979,284.91		5.45
Total:		48,968		86.81	%	$	2,014,269,072.47		85.72	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Table of Contents

Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2017-A (“MBALT 2017-A”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2017-A
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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Table of Contents

MBALT 2017-A

	Date	Planned Pool Amortization based on 100% Prepayment Assumption ($)	Pool Factor	Actual Amortization ($)	Pool Factor
0	02/28/2017	2,349,727,719.47	1.00	2,349,727,719.47	1.00
1	04/30/2017	2,283,533,437.91	0.97	2,276,566,133.42	0.97
2	05/31/2017	2,249,200,538.66	0.96	2,230,024,717.97	0.95
3	06/30/2017	2,213,980,265.68	0.94	2,180,656,492.74	0.93
4	07/31/2017	2,153,450,369.77	0.92	2,129,256,613.86	0.91
5	08/31/2017	2,081,795,943.75	0.89	2,071,788,317.01	0.88
6	09/30/2017	2,012,171,070.15	0.86	2,014,355,839.38	0.86
7	10/31/2017	1,931,563,845.80	0.82	1,947,635,943.20	0.83
8	11/30/2017	1,842,582,428.13	0.78	1,885,005,511.31	0.80
9	12/31/2017	1,747,753,354.80	0.74	1,824,070,808.75	0.78
10	01/31/2018	1,657,736,758.37	0.71	1,753,631,023.70	0.75
11	02/28/2018	1,580,865,605.78	0.67	1,694,872,094.79	0.72
12	03/31/2018	1,509,324,201.72	0.64	1,628,988,210.50	0.69
13	04/30/2018	1,434,060,980.91	0.61	1,559,660,411.05	0.66
14	05/31/2018	1,364,080,814.70	0.58	1,489,699,629.35	0.63
15	06/30/2018	1,285,887,905.23	0.55	1,423,804,705.68	0.61
16	07/31/2018	1,213,824,394.48	0.52	1,362,319,587.84	0.58
17	08/31/2018	1,141,267,359.35	0.49	1,293,713,868.77	0.55
18	09/30/2018	1,069,377,010.69	0.46	1,232,523,388.90	0.52
19	10/31/2018	1,005,617,652.48	0.43	1,157,858,710.72	0.49
20	11/30/2018	914,986,943.51	0.39	1,079,120,972.95	0.46
21	12/31/2018	819,239,065.57	0.35	999,802,055.83	0.43
22	01/31/2019	740,367,859.51	0.32	930,154,348.24	0.40
23	02/28/2019	667,472,651.73	0.28	870,249,730.19	0.37
24	03/31/2019	608,867,162.87	0.26	776,956,936.44	0.33
25	04/30/2019	550,456,140.32	0.23	679,867,477.12	0.29
26	05/31/2019	505,774,210.69	0.22	603,801,753.64	0.26
27	06/30/2019	456,805,999.68	0.19	548,559,824.52	0.23
28	07/31/2019	400,848,408.94	0.17	481,893,507.38	0.21*

The Servicer exercised its option to purchase the 2017-A exchange note on the first payment date on which the aggregate principal amount of the 2017-A notes was 5% or less of the aggregate principal amount of the 2017-A notes as of the closing date.

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Table of Contents

Prepayment Speed Information

The following table sets forth prepayment speed information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2017-A. For more information regarding prepayment speeds, you should refer to “Weighted Average Lives of the Notes”.

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	02/28/2017	—	—
1	04/30/2017	0.47%	140.60%
2	05/31/2017	0.59%	172.98%
3	06/30/2017	0.67%	193.72%
4	07/31/2017	0.57%	151.06%
5	08/31/2017	0.50%	116.02%
6	09/30/2017	0.48%	97.32%
7	10/31/2017	0.47%	84.53%
8	11/30/2017	0.42%	66.99%
9	12/31/2017	0.36%	50.94%
10	01/31/2018	0.47%	59.58%
11	02/28/2018	0.55%	66.46%
12	03/31/2018	0.44%	51.04%
13	04/30/2018	0.44%	49.45%
14	05/31/2018	0.48%	52.85%
15	06/30/2018	0.47%	50.52%
16	07/31/2018	0.46%	48.81%
17	08/31/2018	0.47%	49.15%
18	09/30/2018	0.46%	46.68%
19	10/31/2018	0.51%	51.72%
20	11/30/2018	0.47%	46.88%
21	12/31/2018	0.39%	38.93%
22	01/31/2019	0.34%	33.59%
23	02/28/2019	0.27%	25.99%
24	03/31/2019	0.35%	34.92%
25	04/30/2019	0.46%	46.53%
26	05/31/2019	0.55%	57.41%
27	06/30/2019	0.54%	56.68%
28	07/31/2019	0.53%	57.26%

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Table of Contents

Delinquency Experience

Set forth below is delinquency information relating to the leases allocated to the reference pool for MBALT 2017-A presented on a monthly basis.

	Date	Outstanding Aggregate Securitization Value ($)	31-60 Days Delinquent ($)	Number of Leases	% of Securitization Value	61-90 Days Delinquent ($)	Number of Leases	% of Securitization Value	91-120 Days Delinquent ($)	Number of Leases	% of Securitization Value	120+ Days Delinquent ($)	Number of Leases	% of Securitization Value
1	04/30/2017	2,276,566,133.42	1,528,783.52	34	0.07%	278,676.67	5	0.01%	-	0	0.00%	0.00	0	0.00%
2	05/31/2017	2,230,024,717.97	2,317,151.52	43	0.10%	579,731.49	10	0.03%	89,903.69	2	0.00%	0.00	0	0.00%
3	06/30/2017	2,180,656,492.74	1,885,956.15	41	0.09%	485,290.17	9	0.02%	176,508.22	3	0.01%	0.00	0	0.00%
4	07/31/2017	2,129,256,613.86	2,478,202.03	54	0.12%	683,974.24	13	0.03%	244,032.56	4	0.01%	0.00	0	0.00%
5	08/31/2017	2,071,788,317.01	2,691,920.48	59	0.13%	736,136.56	18	0.04%	566,844.06	8	0.03%	0.00	0	0.00%
6	09/30/2017	2,014,355,839.38	3,407,198.69	76	0.17%	784,853.02	20	0.04%	344,675.57	8	0.02%	0.00	0	0.00%
7	10/31/2017	1,947,635,943.20	2,601,581.55	53	0.13%	855,123.78	21	0.04%	165,177.14	4	0.01%	0.00	0	0.00%
8	11/30/2017	1,885,005,511.31	3,186,771.63	75	0.17%	828,108.24	16	0.04%	124,396.51	3	0.01%	0.00	0	0.00%
9	12/31/2017	1,824,070,808.75	3,904,804.96	86	0.21%	1,233,462.65	30	0.07%	246,598.04	6	0.01%	0.00	0	0.00%
10	01/31/2018	1,753,631,023.70	2,816,459.01	68	0.16%	1,422,686.88	31	0.08%	457,845.80	13	0.03%	0.00	0	0.00%
11	02/28/2018	1,694,872,094.79	3,669,524.25	87	0.22%	1,065,493.42	27	0.06%	313,325.58	9	0.02%	0.00	0	0.00%
12	03/31/2018	1,628,988,210.50	3,112,921.79	69	0.19%	1,053,090.00	26	0.06%	529,952.17	11	0.03%	0.00	0	0.00%
13	04/30/2018	1,559,660,411.05	2,839,755.85	68	0.18%	1,288,744.53	27	0.08%	460,899.15	10	0.03%	0.00	0	0.00%
14	05/31/2018	1,489,699,629.35	3,112,867.41	75	0.21%	1,143,638.60	29	0.08%	554,299.83	9	0.04%	0.00	0	0.00%
15	06/30/2018	1,423,804,705.68	3,186,438.13	78	0.22%	1,081,046.25	23	0.08%	305,346.37	8	0.02%	0.00	0	0.00%
16	07/31/2018	1,362,319,587.84	2,879,520.09	73	0.21%	1,122,528.57	26	0.08%	289,407.77	7	0.02%	0.00	0	0.00%
17	08/31/2018	1,293,713,868.77	2,649,637.23	68	0.20%	1,081,625.09	27	0.08%	267,763.33	6	0.02%	0.00	0	0.00%
18	09/30/2018	1,232,523,388.90	3,478,191.39	91	0.28%	848,862.83	21	0.07%	433,499.80	9	0.04%	0.00	0	0.00%
19	10/31/2018	1,157,858,710.72	2,553,138.05	69	0.22%	685,764.60	20	0.06%	215,744.79	7	0.02%	0.00	0	0.00%
20	11/30/2018	1,079,120,972.95	2,974,232.70	84	0.28%	751,471.12	20	0.07%	212,725.74	7	0.02%	0.00	0	0.00%
21	12/31/2018	999,802,055.83	2,984,150.95	78	0.30%	989,210.49	27	0.10%	399,366.19	10	0.04%	0.00	0	0.00%
22	01/31/2019	930,154,348.24	2,325,487.62	66	0.25%	1,354,351.66	38	0.15%	330,305.10	11	0.04%	0.00	0	0.00%
23	02/28/2019	870,249,730.19	2,455,330.54	64	0.28%	1,055,536.53	29	0.12%	274,718.58	7	0.03%	0.00	0	0.00%
24	03/31/2019	776,956,936.44	2,058,468.42	55	0.26%	1,173,213.77	29	0.15%	134,841.29	4	0.02%	0.00	0	0.00%
25	04/30/2019	679,867,477.12	1,882,956.28	53	0.28%	882,882.09	25	0.13%	86,701.28	3	0.01%	0.00	0	0.00%
26	05/31/2019	603,801,753.64	1,702,678.43	51	0.28%	643,586.10	17	0.11%	338,058.23	11	0.06%	0.00	0	0.00%
27	06/30/2019	548,559,824.52	1,918,698.73	61	0.35%	644,740.44	21	0.12%	313,644.58	7	0.06%	0.00	0	0.00%
28	07/31/2019	481,893,507.38	1,651,898.60	52	0.34%	730,171.30	24	0.15%	215,455.92	7	0.04%	0.00	0	0.00%

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Table of Contents

Credit Loss and Residual Loss Experience

Set forth below is loss information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2017-A presented on a monthly basis.

	Date	Securitization Value of Defaulted Leases ($)	Liquidation Proceeds and Recoveries ($)	Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) as % of Cutoff Date Securitization Value
1	04/30/2017	1,384,419.53	1,474,994.20	(90,574.67)	(90,574.67)	(0.004)%
2	05/31/2017	1,934,192.14	1,621,705.21	312,486.93	221,912.26	0.009%
3	06/30/2017	1,822,077.00	1,996,878.02	(174,801.02)	47,111.24	0.002%
4	07/31/2017	1,559,144.53	1,563,173.57	(4,029.04)	43,082.20	0.002%
5	08/31/2017	1,778,696.77	1,515,194.52	263,502.25	306,584.45	0.013%
6	09/30/2017	1,907,523.75	1,907,006.97	516.78	307,101.23	0.013%
7	10/31/2017	2,441,964.27	2,224,927.49	217,036.78	524,138.01	0.022%
8	11/30/2017	2,191,186.28	2,213,644.42	(22,458.14)	501,679.87	0.021%
9	12/31/2017	1,142,938.00	1,026,776.78	116,161.22	617,841.09	0.026%
10	01/31/2018	1,705,230.78	1,272,153.11	433,077.67	1,050,918.76	0.045%
11	02/28/2018	1,981,581.18	1,743,414.91	238,166.27	1,289,085.03	0.055%
12	03/31/2018	1,317,039.62	1,253,582.17	63,457.45	1,352,542.48	0.058%
13	04/30/2018	2,184,168.38	1,968,053.47	216,114.91	1,568,657.39	0.067%
14	05/31/2018	1,677,847.61	1,554,549.17	123,298.44	1,691,955.83	0.072%
15	06/30/2018	1,858,598.53	1,470,121.55	388,476.98	2,080,432.81	0.089%
16	07/31/2018	1,269,522.77	1,291,294.61	(21,771.84)	2,058,660.97	0.088%
17	08/31/2018	1,252,000.02	1,652,437.33	(400,437.31)	1,658,223.66	0.071%
18	09/30/2018	1,384,532.58	1,393,032.49	(8,499.91)	1,649,723.75	0.070%
19	10/31/2018	1,449,266.52	1,281,627.67	167,638.85	1,817,362.60	0.077%
20	11/30/2018	854,915.33	1,176,207.08	(321,291.75)	1,496,070.85	0.064%
21	12/31/2018	1,007,777.10	858,348.97	149,428.13	1,645,498.98	0.070%
22	01/31/2019	1,003,960.27	1,044,433.98	(40,473.71)	1,605,025.27	0.068%
23	02/28/2019	1,118,821.37	884,606.86	234,214.51	1,839,239.78	0.078%
24	03/31/2019	523,345.62	617,216.52	(93,870.90)	1,745,368.88	0.074%
25	04/30/2019	1,142,957.44	1,082,448.93	60,508.51	1,805,877.39	0.077%
26	05/31/2019	562,041.99	976,900.24	(414,858.25)	1,391,019.14	0.059%
27	06/30/2019	610,875.16	842,169.85	(231,294.69)	1,159,724.45	0.049%
28	07/31/2019	502,086.73	351,525.85	150,560.88	1,310,285.33	0.056%

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Table of Contents

	Date	Securitization Value of Liquidated Leases ($)	Liquidation Proceeds and Recoveries ($)	Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) as % of Cutoff Date Aggregate Securitization Value
1	04/30/2017	19,900,837.68	21,739,871.95	(1,839,034.27)	(1,839,034.27)	(0.078)%
2	05/31/2017	17,226,814.69	19,005,746.04	(1,778,931.35)	(3,617,965.62)	(0.154)%
3	06/30/2017	20,857,022.54	22,688,335.45	(1,831,312.91)	(5,449,278.53)	(0.232)%
4	07/31/2017	24,201,933.28	25,920,756.51	(1,718,823.23)	(7,168,101.76)	(0.305)%
5	08/31/2017	30,620,979.86	32,787,282.72	(2,166,302.86)	(9,334,404.62)	(0.397)%
6	09/30/2017	31,091,265.81	32,617,878.64	(1,526,612.83)	(10,861,017.45)	(0.462)%
7	10/31/2017	39,976,047.37	40,105,114.85	(129,067.48)	(10,990,084.93)	(0.468)%
8	11/30/2017	37,102,775.22	36,133,975.62	968,799.60	(10,021,285.33)	(0.426)%
9	12/31/2017	36,655,013.97	35,454,938.34	1,200,075.63	(8,821,209.70)	(0.375)%
10	01/31/2018	45,439,345.01	43,931,153.74	1,508,191.27	(7,313,018.43)	(0.311)%
11	02/28/2018	34,922,891.87	33,907,699.79	1,015,192.08	(6,297,826.35)	(0.268)%
12	03/31/2018	42,748,926.05	40,346,513.06	2,402,412.99	(3,895,413.36)	(0.166)%
13	04/30/2018	46,162,797.89	44,419,413.39	1,743,384.50	(2,152,028.86)	(0.092)%
14	05/31/2018	47,910,677.19	45,595,184.73	2,315,492.46	163,463.60	0.007%
15	06/30/2018	44,572,119.52	42,935,745.81	1,636,373.71	1,799,837.31	0.077%
16	07/31/2018	40,965,876.80	39,670,197.12	1,295,679.68	3,095,516.99	0.132%
17	08/31/2018	48,813,645.84	49,356,287.66	(542,641.82)	2,552,875.17	0.109%
18	09/30/2018	42,503,400.42	43,322,892.18	(819,491.76)	1,733,383.41	0.074%
19	10/31/2018	55,934,718.98	57,872,482.07	(1,937,763.09)	(204,379.68)	(0.009)%
20	11/30/2018	61,853,226.55	61,631,761.65	221,464.90	17,085.22	0.001%
21	12/31/2018	63,354,221.06	61,710,863.27	1,643,357.79	1,660,443.01	0.071%
22	01/31/2019	55,166,756.69	50,574,003.63	4,592,753.06	6,253,196.07	0.266%
23	02/28/2019	46,089,742.55	41,000,046.60	5,089,695.95	11,342,892.02	0.483%
24	03/31/2019	81,087,651.34	74,125,078.61	6,962,572.73	18,305,464.75	0.779%
25	04/30/2019	84,970,543.06	86,205,133.62	(1,234,590.56)	17,070,874.19	0.727%
26	05/31/2019	65,555,964.77	66,800,080.55	(1,244,115.78)	15,826,758.41	0.674%
27	06/30/2019	45,995,176.69	46,006,806.74	(11,630.05)	15,815,128.36	0.673%
28	07/31/2019	58,266,679.42	55,738,600.44	2,528,078.98	18,343,207.34	0.781%

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Table of Contents

Mercedes-Benz Auto Lease Trust 2018-A
Static Pool Data

Composition of the Portfolio of the Leases
(As of the Cutoff Date)

Closing Date	January 24, 2018
Cutoff Date	November 30, 2017
Cutoff Date Securitization Value	$	1,500,004,414.83
Number of Leases		35,633
Average Securitization Value	$	42,095.93
Securitization Value Range	$	15,049.80 to $196,228.22
Percentage Mercedes-Benz Passenger Cars		57.92	%
Percentage Mercedes-Benz Sport Utility Vehicles		42.08	%
Aggregate Residual Value	$	1,051,044,603.23
Aggregate of Residual Values as a Percentage of the Cutoff Date
Aggregate Securitization Value		70.07	%
Average Residual Value	$	29,496.38
Residual Value	$	10,164.00 to $136,503.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		59.71	%
Weighted Average Original Term⁽²⁾	37.62 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	24.93 months
Remaining Term Range	1 to 57 months
Weighted Average FICO^® Score⁽²⁾		785
Range of FICO^® Scores	651 to 899

⁽¹⁾

Discounted by the greater of the contract rate and 7.90%.

⁽²⁾

Weighted by Cutoff Date Aggregate Securitization Value.

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Table of Contents

Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		418		1.17	%	$	23,718,572.26		1.58	%
25 – 36		29,336		82.33			1,184,216,436.11		78.95
37 – 48		5,582		15.67			273,593,100.40		18.24
49 – 60		297		0.83			18,476,306.06		1.23
Total:		35,633		100.00	%	$	1,500,004,414.83		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		4,923		13.82	%	$	168,592,461.08		11.24	%
13 – 24		12,739		35.75			515,244,016.25		34.35
25 – 36		15,257		42.82			673,848,706.64		44.92
37 – 48		2,673		7.50			137,077,413.72		9.14
49 – 60		41		0.12			5,241,817.14		0.35
Total:		35,633		100.00	%	$	1,500,004,414.83		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Table of Contents

Distribution of the Leased Vehicles by State Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		9,252		25.96	%	$	373,715,306.01		24.91	%
New York		4,918		13.80			216,047,383.29		14.40
Florida		4,790		13.44			196,997,215.96		13.13
New Jersey		2,811		7.89			118,783,987.05		7.92
Texas		1,878		5.27			86,282,019.72		5.75
Total:		23,649		66.36	%	$	991,825,912.03		66.11	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
C		9,424		26.45	%	$	300,423,425.54		20.03	%
E		6,260		17.57			250,340,343.38		16.69
ML/GLE		5,029		14.11			226,133,473.11		15.08
GL/GLS		2,938		8.25			182,889,100.43		12.19
S		2,117		5.94			171,027,793.42		11.40
GLK/GLC		3,834		10.76			137,006,797.32		9.13
Total:		29,602		83.08	%	$	1,267,820,933.20		84.52	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Table of Contents

Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2018-A (“MBALT 2018-A”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2018-A
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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Table of Contents

MBALT 2018-A

	Date	Planned Pool Amortization based on 100% Prepayment Assumption ($)	Pool Factor	Actual Amortization ($)	Pool Factor
0	11/30/2017	1,500,004,414.83	1.00	1,500,004,414.83	1.00
1	01/31/2018	1,455,424,377.44	0.97	1,451,288,774.69	0.97
2	02/28/2018	1,426,243,324.23	0.95	1,424,239,561.31	0.95
3	03/31/2018	1,396,765,872.09	0.93	1,394,099,205.32	0.93
4	04/30/2018	1,362,613,108.95	0.91	1,361,916,904.30	0.91
5	05/31/2018	1,325,696,698.41	0.88	1,325,938,110.74	0.88
6	06/30/2018	1,283,316,849.47	0.86	1,291,783,069.12	0.86
7	07/31/2018	1,240,146,710.54	0.83	1,259,492,805.36	0.84
8	08/31/2018	1,194,728,424.74	0.80	1,222,897,772.57	0.82
9	09/30/2018	1,144,639,373.05	0.76	1,190,928,097.89	0.79
10	10/31/2018	1,093,963,243.44	0.73	1,152,532,239.58	0.77
11	11/30/2018	1,041,104,395.59	0.69	1,113,558,727.96	0.74
12	12/31/2018	987,727,489.65	0.66	1,074,741,690.69	0.72
13	01/31/2019	940,355,754.50	0.63	1,035,668,321.57	0.69
14	02/28/2019	894,200,489.15	0.60	1,000,094,987.42	0.67
15	03/31/2019	850,974,510.14	0.57	954,285,859.93	0.64
16	04/30/2019	804,088,088.66	0.54	903,252,669.50	0.60
17	05/31/2019	756,600,552.45	0.50	855,897,546.89	0.57
18	06/30/2019	708,667,811.64	0.47	819,352,884.43	0.55
19	07/31/2019	659,166,923.87	0.44	773,081,326.22	0.52
20	08/31/2019	603,352,579.00	0.40	721,882,770.47	0.48
21	09/30/2019	552,898,774.15	0.37	674,515,807.72	0.45
22	10/31/2019	507,576,288.85	0.34	623,356,952.39	0.42
23	11/30/2019	461,715,536.43	0.31	573,020,510.36	0.38
24	12/31/2019	415,698,850.10	0.28	512,295,012.01	0.34
25	01/31/2020	372,748,555.08	0.25	446,308,857.82	0.30
26	02/29/2020	333,516,510.85	0.22	396,154,560.11	0.26
27	03/31/2020	297,602,980.09	0.20	355,628,510.53	0.24
28	04/30/2020	259,237,539.11	0.17	332,642,657.14	0.22
29	05/31/2020	218,060,379.28	0.15	293,161,095.83	0.20
30	06/30/2020	180,767,675.71	0.12	239,165,111.05	0.16*

The Servicer exercised its option to purchase the 2018-A exchange note on the first payment date on which the aggregate principal amount of the 2018-A notes was 5% or less of the aggregate principal amount of the 2018-A notes as of the closing date.

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Table of Contents

Prepayment Speed Information

The following table sets forth prepayment speed information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2018-A. For more information regarding prepayment speeds, you should refer to “Weighted Average Lives of the Notes”.

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	11/30/2017	—	—
1	01/31/2018	0.46%	137.86%
2	02/28/2018	0.38%	112.38%
3	03/31/2018	0.39%	112.36%
4	04/30/2018	0.39%	102.38%
5	05/31/2018	0.43%	99.39%
6	06/30/2018	0.41%	83.56%
7	07/31/2018	0.39%	70.68%
8	08/30/2018	0.42%	66.17%
9	09/30/2018	0.39%	54.73%
10	10/31/2018	0.42%	53.12%
11	11/30/2018	0.39%	47.53%
12	12/31/2018	0.36%	41.80%
13	01/31/2019	0.36%	40.89%
14	02/28/2019	0.35%	38.25%
15	03/31/2019	0.40%	43.48%
16	04/30/2019	0.46%	48.37%
17	05/31/2019	0.48%	50.10%
18	06/30/2019	0.44%	45.32%
19	07/31/2019	0.44%	44.32%
20	08/31/2019	0.41%	41.38%
21	09/30/2019	0.39%	39.07%
22	10/31/2019	0.42%	41.55%
23	11/30/2019	0.44%	42.62%
24	12/31/2019	0.46%	46.05%
25	01/31/2020	0.55%	55.68%
26	02/29/2020	0.57%	58.81%
27	03/31/2020	0.55%	58.02%
28	04/30/2020	0.36%	38.71%
29	05/31/2020	0.23%	25.74%
30	06/30/2020	0.29%	32.25%

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Table of Contents

Delinquency Experience

Set forth below is delinquency information relating to the leases allocated to the reference pool for MBALT 2018-A presented on a monthly basis.

	Date	Outstanding Aggregate Securitization Value ($)	31-60 Days Delinquent ($)	Number of Leases	% of Securitization Value	61-90 Days Delinquent ($)	Number of Leases	% of Securitization Value	91-120 Days Delinquent ($)	Number of Leases	% of Securitization Value	120+ Days Delinquent ($)	Number of Leases	% of Securitization Value
1	01/31/2018	1,451,288,774.69	935,131.64	26	0.06%	150,242.23	3	0.01%	-	0	0.00%	0.00	0	0.00%
2	02/28/2018	1,424,239,561.31	1,333,451.87	33	0.09%	103,197.06	4	0.01%	101,693.97	2	0.01%	0.00	0	0.00%
3	03/31/2018	1,394,099,205.32	1,719,394.19	38	0.12%	343,212.82	7	0.02%	-	0	0.00%	0.00	0	0.00%
4	04/30/2018	1,361,916,904.30	2,152,483.68	44	0.16%	493,251.66	9	0.04%	97,069.65	1	0.01%	0.00	0	0.00%
5	05/31/2018	1,325,938,110.74	1,876,435.39	42	0.14%	279,322.21	7	0.02%	133,076.17	3	0.01%	0.00	0	0.00%
6	06/30/2018	1,291,783,069.12	1,719,102.23	42	0.13%	607,296.51	13	0.05%	40,096.16	1	0.00%	0.00	0	0.00%
7	07/31/2018	1,259,492,805.36	1,889,628.25	45	0.15%	670,096.31	14	0.05%	284,402.61	5	0.02%	0.00	0	0.00%
8	08/31/2018	1,222,897,772.57	1,554,444.26	38	0.13%	1,059,423.14	24	0.09%	101,302.53	2	0.01%	0.00	0	0.00%
9	09/30/2018	1,190,928,097.89	2,555,725.58	54	0.21%	589,724.63	14	0.05%	190,260.22	4	0.02%	0.00	0	0.00%
10	10/31/2018	1,152,532,239.58	2,280,922.82	54	0.20%	603,858.25	11	0.05%	215,163.66	5	0.02%	0.00	0	0.00%
11	11/30/2018	1,113,558,727.96	2,324,016.20	58	0.21%	581,123.78	14	0.05%	410,753.21	6	0.04%	0.00	0	0.00%
12	12/31/2018	1,074,741,690.69	2,303,414.89	58	0.21%	815,773.09	17	0.08%	159,345.33	6	0.01%	0.00	0	0.00%
13	01/31/2019	1,035,668,321.57	2,468,431.14	61	0.24%	785,738.94	17	0.08%	305,189.06	8	0.03%	0.00	0	0.00%
14	02/28/2019	1,000,094,987.42	2,054,934.24	51	0.21%	656,217.23	17	0.07%	201,424.24	4	0.02%	0.00	0	0.00%
15	03/31/2019	954,285,859.93	2,413,054.46	62	0.25%	651,848.37	14	0.07%	77,887.35	3	0.01%	0.00	0	0.00%
16	04/30/2019	903,252,669.50	1,842,973.83	51	0.20%	661,804.49	16	0.07%	20,077.13	1	0.00%	0.00	0	0.00%
17	05/31/2019	855,897,546.89	2,020,379.86	53	0.24%	654,661.65	17	0.08%	135,345.67	3	0.02%	0.00	0	0.00%
18	06/30/2019	819,352,884.43	2,630,529.45	72	0.32%	734,075.23	17	0.09%	39,432.40	1	0.00%	0.00	0	0.00%
19	07/31/2019	773,081,326.22	2,399,944.77	70	0.31%	385,949.95	12	0.05%	125,193.48	3	0.02%	0.00	0	0.00%
20	08/31/2019	721,882,770.47	2,366,760.29	65	0.33%	457,001.25	13	0.06%	109,472.51	3	0.02%	0.00	0	0.00%
21	09/30/2019	674,515,807.72	1,913,731.46	54	0.28%	442,943.96	12	0.07%	277,780.86	8	0.04%	0.00	0	0.00%
22	10/31/2019	623,356,952.39	2,174,381.86	64	0.35%	750,751.48	21	0.12%	266,902.51	4	0.04%	0.00	0	0.00%
23	11/30/2019	573,020,510.36	1,863,610.31	56	0.33%	984,816.48	28	0.17%	271,940.61	6	0.05%	0.00	0	0.00%
24	12/31/2019	512,295,012.01	1,982,260.89	60	0.39%	817,769.06	23	0.16%	538,334.85	13	0.11%	0.00	0	0.00%
25	01/31/2020	446,308,857.82	2,000,695.29	54	0.45%	849,798.57	24	0.19%	199,799.23	6	0.04%	0.00	0	0.00%
26	02/29/2020	396,154,560.11	1,833,027.78	53	0.46%	752,008.16	22	0.19%	337,909.45	9	0.09%	0.00	0	0.00%
27	03/31/2020	355,628,510.53	1,558,729.27	48	0.44%	770,863.82	20	0.22%	155,799.09	5	0.04%	0.00	0	0.00%
28	04/30/2020	332,642,657.14	1,417,870.46	44	0.43%	626,838.29	21	0.19%	343,351.80	9	0.10%	0.00	0	0.00%
29	05/31/2020	293,161,095.83	1,200,765.28	37	0.41%	228,494.30	9	0.08%	303,576.49	10	0.10%	0.00	0	0.00%
30	06/30/2020	239,165,111.05	927,876.40	27	0.39%	234,153.49	9	0.10%	105,482.67	4	0.04%	0.00	0	0.00%

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Table of Contents

Credit Loss and Residual Loss Experience

Set forth below is loss information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2018-A presented on a monthly basis.

	Date	Securitization Value of Defaulted Leases ($)	Liquidation Proceeds and Recoveries ($)	Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) as % of Cutoff Date Securitization Value
1	01/31/2018	1,209,458.18	1,149,080.64	60,377.54	60,377.54	0.004%
2	02/28/2018	1,177,755.45	1,116,090.37	61,665.08	122,042.62	0.008%
3	03/31/2018	1,221,629.14	1,459,779.46	(238,150.32)	(116,107.70)	(0.008)%
4	04/30/2018	710,846.52	761,923.26	(51,076.74)	(167,184.44)	(0.011)%
5	05/31/2018	1,132,093.35	837,683.69	294,409.66	127,225.22	0.008%
6	06/30/2018	1,145,730.40	1,425,576.22	(279,845.82)	(152,620.60)	(0.010)%
7	07/31/2018	660,980.75	790,616.19	(129,635.44)	(282,256.04)	(0.019)%
8	08/31/2018	1,286,695.11	1,185,288.83	101,406.28	(180,849.76)	(0.012)%
9	09/30/2018	1,381,211.52	1,291,564.38	89,647.14	(91,202.62)	(0.006)%
10	10/31/2018	1,137,761.81	1,061,160.95	76,600.86	(14,601.76)	(0.001)%
11	11/30/2018	1,037,604.46	1,105,003.38	(67,398.92)	(82,000.68)	(0.005)%
12	12/31/2018	884,304.96	461,476.11	422,828.85	340,828.17	0.023%
13	01/31/2019	1,510,249.77	1,346,491.93	163,757.84	504,586.01	0.034%
14	02/28/2019	1,130,599.39	1,117,433.14	13,166.25	517,752.26	0.035%
15	03/31/2019	944,978.07	780,952.23	164,025.84	681,778.10	0.045%
16	04/30/2019	1,103,106.70	1,146,855.90	(43,749.20)	638,028.90	0.043%
17	05/31/2019	401,714.47	616,700.03	(214,985.56)	423,043.34	0.028%
18	06/30/2019	838,691.30	784,744.76	53,946.54	476,989.88	0.032%
19	07/31/2019	714,920.35	535,047.24	179,873.11	656,862.99	0.044%
20	08/31/2019	934,381.31	1,053,293.62	(118,912.31)	537,950.68	0.036%
21	09/30/2019	855,696.20	928,080.37	(72,384.17)	465,566.51	0.031%
22	10/31/2019	707,993.46	719,827.79	(11,834.33)	453,732.18	0.030%
23	11/30/2019	811,319.35	673,976.01	137,343.34	591,075.52	0.039%
24	12/31/2019	744,521.09	648,853.69	95,667.40	686,742.92	0.046%
25	01/31/2020	1,246,050.46	985,746.14	260,304.32	947,047.24	0.063%
26	02/29/2020	749,668.78	891,072.10	(141,403.32)	805,643.92	0.054%
27	03/31/2020	863,603.00	731,011.92	132,591.08	938,235.00	0.063%
28	04/30/2020	368,510.78	405,231.84	(36,721.06)	901,513.94	0.060%
29	05/31/2020	340,152.64	129,041.46	211,111.18	1,112,625.12	0.074%
30	06/30/2020	198,008.73	416,367.85	(218,359.12)	894,266.00	0.060%

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Table of Contents

	Date	Securitization Value of Liquidated Leases ($)	Liquidation Proceeds and Recoveries ($)	Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) as % of Cutoff Date Aggregate Securitization Value
1	01/31/2018	11,540,353.74	12,272,064.04	(731,710.30)	(731,710.30)	(0.049)%
2	02/28/2018	8,082,806.69	8,406,629.54	(323,822.85)	(1,055,533.15)	(0.070)%
3	03/31/2018	11,144,042.09	11,544,627.74	(400,585.65)	(1,456,118.80)	(0.097)%
4	04/30/2018	14,019,202.97	13,611,009.02	408,193.95	(1,047,924.85)	(0.070)%
5	05/31/2018	17,643,946.52	17,387,235.48	256,711.04	(791,213.81)	(0.053)%
6	06/30/2018	16,104,006.94	16,058,799.06	45,207.88	(746,005.93)	(0.050)%
7	07/31/2018	14,604,628.47	14,657,356.21	(52,727.74)	(798,733.67)	(0.053)%
8	08/31/2018	18,558,095.83	18,991,168.40	(433,072.57)	(1,231,806.24)	(0.082)%
9	09/30/2018	14,570,593.65	14,818,386.54	(247,792.89)	(1,479,599.13)	(0.099)%
10	10/31/2018	20,845,569.71	21,964,174.92	(1,118,605.21)	(2,598,204.34)	(0.173)%
11	11/30/2018	21,841,219.95	22,459,205.58	(617,985.63)	(3,216,189.97)	(0.214)%
12	12/31/2018	22,063,713.92	21,824,669.08	239,044.84	(2,977,145.13)	(0.198)%
13	01/31/2019	22,362,580.99	21,616,878.12	745,702.87	(2,231,442.26)	(0.149)%
14	02/28/2019	19,606,416.67	17,561,923.64	2,044,493.03	(186,949.23)	(0.012)%
15	03/31/2019	30,469,350.52	29,190,608.11	1,278,742.41	1,091,793.18	0.073%
16	04/30/2019	35,497,011.01	36,386,601.27	(889,590.26)	202,202.92	0.013%
17	05/31/2019	33,242,292.78	33,858,216.21	(615,923.43)	(413,720.51)	(0.028)%
18	06/30/2019	22,888,798.45	23,302,016.38	(413,217.93)	(826,938.44)	(0.055)%
19	07/31/2019	32,726,427.78	32,529,098.31	197,329.47	(629,608.97)	(0.042)%
20	08/31/2019	38,179,664.00	38,276,878.61	(97,214.61)	(726,823.58)	(0.048)%
21	09/30/2019	35,213,318.12	33,940,621.56	1,272,696.56	545,872.98	0.036%
22	10/31/2019	39,617,625.90	40,931,781.69	(1,314,155.79)	(768,282.81)	(0.051)%
23	11/30/2019	39,888,241.92	41,659,353.10	(1,771,111.18)	(2,539,393.99)	(0.169)%
24	12/31/2019	50,546,349.29	48,857,235.52	1,689,113.77	(850,280.22)	(0.057)%
25	01/31/2020	56,750,689.60	53,470,416.44	3,280,273.16	2,429,992.94	0.162%
26	02/29/2020	42,594,356.76	41,229,284.36	1,365,072.40	3,795,065.34	0.253%
27	03/31/2020	33,392,591.57	32,199,181.53	1,193,410.04	4,988,475.38	0.333%
28	04/30/2020	17,130,438.01	12,761,467.49	4,368,970.52	9,357,445.90	0.624%
29	05/31/2020	34,528,024.29	31,512,266.77	3,015,757.52	12,373,203.42	0.825%
30	06/30/2020	49,904,940.76	55,141,956.69	(5,237,015.93)	7,136,187.49	0.476%

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Table of Contents

Mercedes-Benz Auto Lease Trust 2018-B
Static Pool Data

Composition of the Portfolio of the Leases
(As of the Cutoff Date)

Closing Date	November 20, 2018
Cutoff Date	September 30, 2018
Cutoff Date Securitization Value	$	1,202,354,911.01
Number of Leases		29,542
Average Securitization Value	$	40,699.85
Securitization Value Range	$	16,770.41 to $216,969.61
Percentage Mercedes-Benz Passenger Cars		58.76	%
Percentage Mercedes-Benz Sport Utility Vehicles		41.24	%
Aggregate Residual Value	$	864,523,315.42
Aggregate of Residual Values as a Percentage of the Cutoff Date
Aggregate Securitization Value		71.90	%
Average Residual Value	$	29,264.21
Residual Value Range	$	13,179.00 to $116,176.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		61.07	%
Weighted Average Original Term⁽²⁾	37.89 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.38 months
Remaining Term Range	1 to 56 months
Weighted Average FICO^® Score⁽²⁾		788
Range of FICO^® Scores	651 to 899

⁽¹⁾

Discounted by the greater of the contract rate and 8.70%.

⁽²⁾

Weighted by Cutoff Date Aggregate Securitization Value.

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Table of Contents

Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		244		0.83	%	$	14,756,723.04		1.23	%
25 – 36		24,162		81.79			932,967,704.88		77.60
37 – 48		4,849		16.41			236,695,437.66		19.69
49 – 60		287		0.97			17,935,045.43		1.49
Total:		29,542		100.00	%	$	1,202,354,911.01		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		5,338		18.07	%	$	181,635,441.26		15.11	%
13 – 24		10,632		35.99			411,764,418.19		34.25
25 – 36		11,848		40.11			513,931,968.21		42.74
37 – 48		1,694		5.73			91,170,884.01		7.58
49 – 60		30		0.10			3,852,199.34		0.32
Total:		29,542		100.00	%	$	1,202,354,911.01		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Table of Contents

Distribution of the Leased Vehicles by State Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		8,259		27.96	%	$	325,428,306.03		27.07	%
New York		3,996		13.53			167,663,632.64		13.94
Florida		4,137		14.00			167,261,543.78		13.91
New Jersey		2,035		6.89			83,132,933.79		6.91
Texas		1,757		5.95			75,367,288.75		6.27
Total:		20,184		68.33	%	$	818,853,704.99		68.10	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
C		7,705		26.08	%	$	236,685,828.12		19.69	%
E		5,151		17.44			210,469,881.42		17.50
ML/GLE		3,700		12.52			161,600,721.02		13.44
S		1,928		6.53			154,021,323.80		12.81
GLK/GLC		4,236		14.34			145,231,090.08		12.08
GL/GLS		1,945		6.58			114,304,591.49		9.51
Total:		24,665		83.49	%	$	1,022,313,435.93		85.03	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2018-B (“MBALT 2018-B”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2018-B
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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Table of Contents

MBALT 2018-B

	Date	Planned Pool Amortization based on 100% Prepayment Assumption ($)	Pool Factor	Actual Amortization ($)	Pool Factor
0	09/30/2018	1,202,354,911.01	1.00	1,202,354,911.01	1.00
1	11/30/2018	1,165,847,259.33	0.97	1,159,102,794.12	0.96
2	12/31/2018	1,133,590,008.17	0.94	1,133,039,489.71	0.94
3	01/31/2019	1,099,980,335.06	0.91	1,106,061,684.31	0.92
4	02/28/2019	1,065,526,386.60	0.89	1,078,915,623.65	0.90
5	03/31/2019	1,027,751,381.91	0.85	1,047,087,284.81	0.87
6	04/30/2019	987,344,512.63	0.82	1,009,127,810.19	0.84
7	05/31/2019	945,766,089.95	0.79	975,299,829.91	0.81
8	06/30/2019	900,392,314.40	0.75	945,793,534.51	0.79
9	07/31/2019	861,182,664.33	0.72	914,448,321.86	0.76
10	08/31/2019	819,000,719.27	0.68	881,289,985.12	0.73
11	09/30/2019	777,237,368.54	0.65	847,685,832.65	0.71
12	10/31/2019	737,257,625.63	0.61	811,810,793.24	0.68
13	11/30/2019	694,755,768.63	0.58	777,497,507.35	0.65
14	12/31/2019	651,388,521.41	0.54	737,712,001.24	0.61
15	01/31/2020	609,714,947.79	0.51	690,685,874.05	0.57
16	02/29/2020	570,831,443.93	0.47	653,983,507.93	0.54
17	03/31/2020	535,031,170.69	0.44	621,264,816.47	0.52
18	04/30/2020	494,506,840.24	0.41	599,808,773.08	0.50
19	05/31/2020	457,673,795.29	0.38	567,792,825.86	0.47
20	06/30/2020	420,448,992.31	0.35	524,190,800.80	0.44
21	07/31/2020	388,594,154.56	0.32	481,364,479.70	0.40
22	08/31/2020	363,808,801.66	0.30	445,544,959.64	0.37
23	09/30/2020	339,326,430.63	0.28	411,310,466.97	0.34
24	10/31/2020	307,683,164.78	0.26	375,884,709.04	0.31

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Prepayment Speed Information

The following table sets forth prepayment speed information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2018-B. For more information regarding prepayment speeds, you should refer to “Weighted Average Lives of the Notes”.

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	09/30/2018	—	—
1	11/30/2018	0.60%	169.64%
2	12/31/2018	0.42%	103.44%
3	01/31/2019	0.36%	74.91%
4	02/28/2019	0.34%	61.16%
5	03/31/2019	0.37%	58.77%
6	04/30/2019	0.46%	64.84%
7	05/31/2019	0.49%	62.56%
8	06/30/2019	0.47%	53.19%
9	07/31/2019	0.47%	51.22%
10	08/31/2019	0.45%	47.95%
11	09/30/2019	0.44%	45.42%
12	10/31/2019	0.45%	46.06%
13	11/30/2019	0.43%	42.85%
14	12/31/2019	0.43%	42.61%
15	01/31/2020	0.49%	48.27%
16	02/29/2020	0.50%	48.20%
17	03/31/2020	0.49%	47.37%
18	04/30/2020	0.36%	34.60%
19	05/31/2020	0.33%	31.34%
20	06/30/2020	0.37%	35.15%
21	07/31/2020	0.45%	42.41%
22	08/31/2020	0.49%	47.32%
23	09/30/2020	0.52%	51.58%
24	10/31/2020	0.50%	50.29%

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Table of Contents

Delinquency Experience

Set forth below is delinquency information relating to the leases allocated to the reference pool for MBALT 2018-B presented on a monthly basis.

	Date	Outstanding Aggregate Securitization Value ($)	31-60 Days Delinquent ($)	Number of Leases	% of Securitization Value	61-90 Days Delinquent ($)	Number of Leases	% of Securitization Value	91-120 Days Delinquent ($)	Number of Leases	% of Securitization Value	120+ Days Delinquent ($)	Number of Leases	% of Securitization Value
1	11/30/2018	1,159,102,794.12	719,974.42	18	0.06%	335,179.48	7	0.03%	-	0	0.00%	0.00	0	0.00%
2	12/31/2018	1,133,039,489.71	1,444,393.75	34	0.13%	295,924.59	7	0.03%	170,108.88	4	0.02%	0.00	0	0.00%
3	01/31/2019	1,106,061,684.31	1,189,729.65	28	0.11%	719,602.24	18	0.07%	69,689.48	2	0.01%	0.00	0	0.00%
4	02/28/2019	1,078,915,623.65	1,770,889.79	43	0.16%	390,837.73	9	0.04%	110,036.65	3	0.01%	0.00	0	0.00%
5	03/31/2019	1,047,087,284.81	1,294,361.43	30	0.12%	477,138.98	10	0.05%	191,575.49	3	0.02%	0.00	0	0.00%
6	04/30/2019	1,009,127,810.19	1,342,473.32	31	0.13%	283,511.41	9	0.03%	394,894.82	7	0.04%	0.00	0	0.00%
7	05/31/2019	975,299,829.91	1,291,406.55	31	0.13%	271,215.82	6	0.03%	102,028.19	3	0.01%	0.00	0	0.00%
8	06/30/2019	945,793,534.51	1,050,809.04	28	0.11%	643,188.38	13	0.07%	94,174.83	2	0.01%	0.00	0	0.00%
9	07/31/2019	914,448,321.86	1,886,657.91	56	0.21%	118,340.26	3	0.01%	147,286.37	3	0.02%	0.00	0	0.00%
10	08/31/2019	881,289,985.12	1,881,374.88	48	0.21%	337,182.48	11	0.04%	56,363.99	1	0.01%	0.00	0	0.00%
11	09/30/2019	847,685,832.65	1,935,536.41	42	0.23%	597,086.98	15	0.07%	47,978.92	2	0.01%	0.00	0	0.00%
12	10/31/2019	811,810,793.24	1,713,393.23	44	0.21%	700,525.47	15	0.09%	133,566.85	4	0.02%	0.00	0	0.00%
13	11/30/2019	777,497,507.35	1,530,804.97	38	0.20%	311,264.47	9	0.04%	383,899.64	7	0.05%	0.00	0	0.00%
14	12/31/2019	737,712,001.24	2,069,661.86	52	0.28%	357,811.68	8	0.05%	24,558.83	1	0.00%	0.00	0	0.00%
15	01/31/2020	690,685,874.05	2,117,965.05	57	0.31%	434,513.27	11	0.06%	253,245.14	4	0.04%	0.00	0	0.00%
16	02/29/2020	653,983,507.93	2,316,257.23	60	0.35%	734,838.09	21	0.11%	129,209.86	4	0.02%	0.00	0	0.00%
17	03/31/2020	621,264,816.47	2,432,220.22	64	0.39%	877,760.46	21	0.14%	171,087.11	4	0.03%	0.00	0	0.00%
18	04/30/2020	599,808,773.08	2,160,023.45	54	0.36%	787,695.63	22	0.13%	460,870.90	9	0.08%	0.00	0	0.00%
19	05/31/2020	567,792,825.86	1,569,519.24	42	0.28%	539,510.43	14	0.10%	254,317.49	7	0.04%	0.00	0	0.00%
20	06/30/2020	524,190,800.80	1,171,939.73	33	0.22%	403,691.79	11	0.08%	147,638.19	5	0.03%	0.00	0	0.00%
21	07/31/2020	481,364,479.70	1,534,292.60	41	0.32%	351,394.71	11	0.07%	314,701.93	8	0.07%	0.00	0	0.00%
22	08/31/2020	445,544,959.64	1,559,315.51	42	0.35%	520,142.82	13	0.12%	184,127.20	6	0.04%	0.00	0	0.00%
23	09/30/2020	411,310,466.97	1,520,706.50	43	0.37%	310,924.68	10	0.08%	152,365.88	5	0.04%	0.00	0	0.00%
24	10/31/2020	375,884,709.04	1,664,116.04	51	0.44%	581,747.54	17	0.15%	101,048.27	3	0.03%	0.00	0	0.00%

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Credit Loss and Residual Loss Experience

Set forth below is loss information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2018-B presented on a monthly basis.

	Date	Securitization Value of Defaulted Leases ($)	Liquidation Proceeds and Recoveries ($)	Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) as % of Cutoff Date Securitization Value
1	11/30/2018	847,211.73	991,502.54	(144,290.81)	(144,290.81)	(0.012)%
2	12/31/2018	491,216.64	417,371.83	73,844.81	(70,446.00)	(0.006)%
3	01/31/2019	1,472,948.02	1,392,910.08	80,037.94	9,591.94	0.001%
4	02/28/2019	1,094,061.63	989,715.75	104,345.88	113,937.82	0.009%
5	03/31/2019	509,608.49	346,304.46	163,304.03	277,241.85	0.023%
6	04/30/2019	905,436.33	1,102,413.43	(196,977.10)	80,264.75	0.007%
7	05/31/2019	1,141,862.85	1,080,326.50	61,536.35	141,801.10	0.012%
8	06/30/2019	1,291,349.18	1,329,268.25	(37,919.07)	103,882.03	0.009%
9	07/31/2019	807,299.61	872,410.14	(65,110.53)	38,771.50	0.003%
10	08/31/2019	1,009,769.25	1,021,792.28	(12,023.03)	26,748.47	0.002%
11	09/30/2019	811,486.59	754,359.07	57,127.52	83,875.99	0.007%
12	10/31/2019	1,154,431.10	1,294,797.43	(140,366.33)	(56,490.34)	(0.005)%
13	11/30/2019	660,846.72	887,172.12	(226,325.40)	(282,815.74)	(0.024)%
14	12/31/2019	870,161.34	654,344.79	215,816.55	(66,999.19)	(0.006)%
15	01/31/2020	555,808.13	663,569.48	(107,761.35)	(174,760.54)	(0.015)%
16	02/29/2020	1,080,894.69	987,670.89	93,223.80	(81,536.74)	(0.007)%
17	03/31/2020	675,079.61	608,591.86	66,487.75	(15,048.99)	(0.001)%
18	04/30/2020	684,745.18	553,139.36	131,605.82	116,556.83	0.010%
19	05/31/2020	303,051.02	310,331.89	(7,280.87)	109,275.96	0.009%
20	06/30/2020	548,263.38	345,838.07	202,425.31	311,701.27	0.026%
21	07/31/2020	488,769.16	637,239.07	(148,469.91)	163,231.36	0.014%
22	08/31/2020	539,087.72	576,568.01	(37,480.29)	125,751.07	0.010%
23	09/30/2020	539,395.75	611,519.54	(72,123.79)	53,627.28	0.004%
24	10/31/2020	188,578.55	200,900.18	(12,321.63)	41,305.65	0.003%

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	Date	Securitization Value of Liquidated Leases ($)	Liquidation Proceeds and Recoveries ($)	Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) as % of Cutoff Date Aggregate Securitization Value
1	11/30/2018	13,763,452.14	15,136,017.67	(1,372,565.53)	(1,372,565.53)	(0.114)%
2	12/31/2018	11,051,719.67	11,583,661.05	(531,941.38)	(1,904,506.91)	(0.158)%
3	01/31/2019	11,701,330.36	12,092,224.95	(390,894.59)	(2,295,401.50)	(0.191)%
4	02/28/2019	12,332,764.24	12,352,593.02	(19,828.78)	(2,315,230.28)	(0.193)%
5	03/31/2019	17,878,797.53	17,046,023.82	832,773.71	(1,482,456.57)	(0.123)%
6	04/30/2019	23,474,981.64	23,433,043.95	41,937.69	(1,440,518.88)	(0.120)%
7	05/31/2019	19,336,785.55	19,487,274.15	(150,488.60)	(1,591,007.48)	(0.132)%
8	06/30/2019	15,656,150.26	16,431,295.32	(775,145.06)	(2,366,152.54)	(0.197)%
9	07/31/2019	17,737,260.02	18,333,626.89	(596,366.87)	(2,962,519.41)	(0.246)%
10	08/31/2019	19,640,875.14	19,870,408.51	(229,533.37)	(3,192,052.78)	(0.265)%
11	09/30/2019	20,487,918.05	19,951,504.64	536,413.41	(2,655,639.37)	(0.221)%
12	10/31/2019	22,749,994.33	23,958,627.86	(1,208,633.53)	(3,864,272.90)	(0.321)%
13	11/30/2019	22,423,702.11	23,842,989.03	(1,419,286.92)	(5,283,559.82)	(0.439)%
14	12/31/2019	27,355,936.53	26,740,377.69	615,558.84	(4,668,000.98)	(0.388)%
15	01/31/2020	36,036,780.73	34,580,492.18	1,456,288.55	(3,211,712.43)	(0.267)%
16	02/29/2020	25,752,211.26	25,541,126.93	211,084.33	(3,000,628.10)	(0.250)%
17	03/31/2020	22,425,659.83	22,060,541.17	365,118.66	(2,635,509.44)	(0.219)%
18	04/30/2020	11,899,078.03	9,244,983.97	2,654,094.06	18,584.62	0.002%
19	05/31/2020	23,187,645.99	23,086,338.34	101,307.65	119,892.27	0.010%
20	06/30/2020	35,061,203.34	39,262,490.31	(4,201,286.97)	(4,081,394.70)	(0.339)%
21	07/31/2020	34,795,844.44	39,602,519.08	(4,806,674.64)	(8,888,069.34)	(0.739)%
22	08/31/2020	28,096,040.54	32,147,378.80	(4,051,338.26)	(12,939,407.60)	(1.076)%
23	09/30/2020	26,770,276.20	31,625,956.64	(4,855,680.44)	(17,795,088.04)	(1.480)%
24	10/31/2020	28,836,440.29	35,903,755.89	(7,067,315.60)	(24,862,403.64)	(2.068)%

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Mercedes-Benz Auto Lease Trust 2019-A
Static Pool Data

Composition of the Portfolio of the Leases
(As of the Cutoff Date)

Closing Date	January 30, 2019
Cutoff Date	November 30, 2018
Cutoff Date Aggregate Securitization Value	$	1,544,995,985.84
Number of Leases		38,227
Average Securitization Value	$	40,416.35
Securitization Value Range	$	16,465.57 to $233,658.94
Percentage Mercedes-Benz Passenger Cars		57.68	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		42.32	%
Aggregate Residual Value	$	1,100,930,284.17
Aggregate of Residual Values as a Percentage of the Cutoff Date
Aggregate Securitization Value		71.26	%
Average Residual Value	$	28,799.81
Residual Value Range	$	13,178.00 to $123,025.50
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		60.40	%
Weighted Average Original Term⁽²⁾	37.97 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.64 months
Remaining Term Range	2 to 57 months
Weighted Average FICO^® Score⁽²⁾		788
Range of FICO^® Scores	651 to 899

⁽¹⁾

Discounted by the greater of the contract rate and 8.70%.

⁽²⁾

Weighted by Cutoff Date Aggregate Securitization Value.

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Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		298		0.78	%	$	18,290,919.74		1.18	%
25 – 36		31,041		81.20			1,185,051,879.69		76.70
37 – 48		6,559		17.16			320,560,068.33		20.75
49 – 60		329		0.86			21,093,118.08		1.37
Total:		38,227		100.00	%	$	1,544,995,985.84		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		6,645		17.38	%	$	226,639,966.22		14.67	%
13 – 24		14,662		38.36			564,469,897.32		36.54
25 – 36		14,573		38.12			627,740,584.68		40.63
37 – 48		2,319		6.07			122,613,707.90		7.94
49 – 60		28		0.07			3,531,829.72		0.23
Total:		38,227		100.00	%	$	1,544,995,985.84		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Distribution of the Leased Vehicles by State representing more than 5% of the Total Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		10,591		27.71	%	$	414,160,488.57		26.81	%
Florida		5,297		13.86			210,461,611.39		13.62
New York		4,914		12.85			204,594,669.00		13.24
New Jersey		2,695		7.05			109,347,871.94		7.08
Texas		2,504		6.55			106,388,739.08		6.89
Total:		26,001		68.02	%	$	1,044,953,379.98		67.64	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
C		9,916		25.94	%	$	304,620,587.97		19.72	%
E		6,741		17.63			276,814,412.84		17.92
GLK/GLC		6,036		15.79			207,484,133.36		13.43
ML/GLE		4,725		12.36			206,895,483.65		13.39
S		2,339		6.12			186,910,608.68		12.10
GL/GLS		2,491		6.52			147,308,842.68		9.53
Total:		32,248		84.36	%	$	1,330,034,069.18		86.09	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2019-A (“MBALT 2019-A”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2019-A
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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Table of Contents

MBALT 2019-A

	Date	Planned Pool Amortization based on 100% Prepayment Assumption ($)	Pool Factor	Actual Amortization ($)	Pool Factor
0	11/30/2018	1,544,995,985.84	1.00	1,544,995,985.84	1.00
1	01/31/2019	1,498,378,902.28	0.97	1,492,090,228.65	0.97
2	02/28/2019	1,464,756,511.75	0.95	1,461,892,701.29	0.95
3	03/31/2019	1,428,451,653.78	0.92	1,426,813,563.77	0.92
4	04/30/2019	1,384,364,256.50	0.90	1,384,631,155.89	0.90
5	05/31/2019	1,340,699,305.31	0.87	1,344,260,268.25	0.87
6	06/30/2019	1,293,392,519.13	0.84	1,310,258,658.20	0.85
7	07/31/2019	1,241,770,769.00	0.80	1,270,003,152.14	0.82
8	08/31/2019	1,182,899,788.15	0.77	1,228,838,418.03	0.80
9	09/30/2019	1,122,457,772.97	0.73	1,189,079,480.93	0.77
10	10/31/2019	1,071,706,542.43	0.69	1,144,677,878.64	0.74
11	11/30/2019	1,019,545,339.27	0.66	1,101,726,327.45	0.71
12	12/31/2019	963,222,059.78	0.62	1,051,217,502.94	0.68
13	01/31/2020	907,130,682.94	0.59	994,950,817.18	0.64
14	02/29/2020	855,466,237.23	0.55	948,845,323.39	0.61
15	03/31/2020	807,280,992.76	0.52	909,611,660.42	0.59
16	04/30/2020	753,894,622.27	0.49	882,695,445.82	0.57
17	05/31/2020	704,701,363.31	0.46	841,709,862.24	0.54
18	06/30/2020	654,845,560.66	0.42	784,979,347.24	0.51
19	07/31/2020	607,832,695.70	0.39	728,549,719.17	0.47
20	08/31/2020	566,413,015.72	0.37	681,417,445.81	0.44
21	09/30/2020	525,207,429.34	0.34	636,655,357.17	0.41
22	10/31/2020	476,923,913.83	0.31	589,223,046.60	0.38

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Table of Contents

Prepayment Speed Information

The following table sets forth prepayment speed information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2019-A. For more information regarding prepayment speeds, you should refer to “Weighted Average Lives of the Notes”.

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	11/30/2018	—	—
1	01/31/2019	0.53%	153.21%
2	02/28/2019	0.41%	116.51%
3	03/31/2019	0.42%	106.41%
4	04/30/2019	0.45%	99.26%
5	05/31/2019	0.48%	92.80%
6	06/30/2019	0.43%	73.86%
7	07/31/2019	0.44%	65.70%
8	08/31/2019	0.41%	54.85%
9	09/30/2019	0.38%	46.06%
10	10/31/2019	0.41%	47.38%
11	11/30/2019	0.41%	45.87%
12	12/31/2019	0.42%	46.08%
13	01/31/2020	0.47%	49.45%
14	02/29/2020	0.47%	48.84%
15	03/31/2020	0.45%	46.11%
16	04/30/2020	0.32%	32.66%
17	05/31/2020	0.30%	29.64%
18	06/30/2020	0.35%	34.43%
19	07/31/2020	0.41%	40.11%
20	08/31/2020	0.45%	43.69%
21	09/30/2020	0.47%	45.58%
22	10/31/2020	0.46%	43.69%

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Table of Contents

Delinquency Experience

Set forth below is delinquency information relating to the leases allocated to the reference pool for MBALT 2019-A presented on a monthly basis.

	Date	Outstanding Aggregate Securitization Value ($)	31-60 Days Delinquent ($)	Number of Leases	% of Securitization Value	61-90 Days Delinquent ($)	Number of Leases	% of Securitization Value	91-120 Days Delinquent ($)	Number of Leases	% of Securitization Value	120+ Days Delinquent ($)	Number of Leases	% of Securitization Value
1	01/31/2019	1,492,090,228.65	1,439,566.05	32	0.10%	482,833.29	11	0.03%	-	0	0.00%	0.00	0	0.00%
2	02/28/2019	1,461,892,701.29	1,055,785.05	24	0.07%	456,854.11	12	0.03%	95,092.07	2	0.01%	0.00	0	0.00%
3	03/31/2019	1,426,813,563.77	1,772,233.18	31	0.12%	181,876.79	6	0.01%	279,034.11	7	0.02%	0.00	0	0.00%
4	04/30/2019	1,384,631,155.89	1,584,404.41	37	0.11%	482,934.02	10	0.03%	73,160.55	2	0.01%	0.00	0	0.00%
5	05/31/2019	1,344,260,268.25	1,800,044.50	41	0.13%	545,017.23	13	0.04%	286,688.26	4	0.02%	0.00	0	0.00%
6	06/30/2019	1,310,258,658.20	1,900,612.47	49	0.15%	540,296.83	11	0.04%	139,816.15	5	0.01%	0.00	0	0.00%
7	07/31/2019	1,270,003,152.14	2,076,242.61	57	0.16%	598,278.82	14	0.05%	196,822.59	4	0.02%	0.00	0	0.00%
8	08/31/2019	1,228,838,418.03	2,155,691.26	54	0.18%	375,008.62	11	0.03%	278,036.94	5	0.02%	0.00	0	0.00%
9	09/30/2019	1,189,079,480.93	2,337,344.85	60	0.20%	466,774.60	12	0.04%	142,546.45	4	0.01%	0.00	0	0.00%
10	10/31/2019	1,144,677,878.64	2,583,486.48	63	0.23%	393,508.77	9	0.03%	76,034.02	3	0.01%	0.00	0	0.00%
11	11/30/2019	1,101,726,327.45	2,583,658.95	62	0.23%	628,849.21	17	0.06%	160,221.02	4	0.01%	0.00	0	0.00%
12	12/31/2019	1,051,217,502.94	3,279,034.75	79	0.31%	783,723.69	20	0.07%	458,652.43	11	0.04%	0.00	0	0.00%
13	01/31/2020	994,950,817.18	3,209,205.24	75	0.32%	577,365.89	15	0.06%	126,847.15	4	0.01%	0.00	0	0.00%
14	02/29/2020	948,845,323.39	2,486,805.39	62	0.26%	445,145.23	11	0.05%	192,817.58	5	0.02%	0.00	0	0.00%
15	03/31/2020	909,611,660.42	2,438,433.67	65	0.27%	927,877.43	23	0.10%	198,599.19	4	0.02%	0.00	0	0.00%
16	04/30/2020	882,695,445.82	2,712,848.37	64	0.31%	763,995.36	22	0.09%	722,087.08	18	0.08%	0.00	0	0.00%
17	05/31/2020	841,709,862.24	1,613,308.85	49	0.19%	680,821.46	18	0.08%	338,050.54	9	0.04%	0.00	0	0.00%
18	06/30/2020	784,979,347.24	1,683,262.40	44	0.21%	610,438.61	17	0.08%	229,320.13	6	0.03%	0.00	0	0.00%
19	07/31/2020	728,549,719.17	2,285,415.30	58	0.31%	398,108.87	11	0.05%	252,372.69	7	0.03%	0.00	0	0.00%
20	08/31/2020	681,417,445.81	2,561,104.16	73	0.38%	696,138.14	16	0.10%	180,565.75	5	0.03%	0.00	0	0.00%
21	09/30/2020	636,655,357.17	2,012,050.77	57	0.32%	823,766.81	23	0.13%	165,588.09	4	0.03%	0.00	0	0.00%
22	10/31/2020	589,223,046.60	1,993,395.56	54	0.34%	492,899.32	12	0.08%	439,715.66	11	0.07%	0.00	0	0.00%

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Credit Loss and Residual Loss Experience

Set forth below is loss information relating to the leases and leased vehicles allocated to the reference pool for MBALT 2019-A presented on a monthly basis.

	Date	Securitization Value of Defaulted Leases ($)	Liquidation Proceeds and Recoveries ($)	Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) ($)	Cumulative Net Credit Loss/(Gain) as % of Cutoff Date Securitization Value
1	01/31/2019	1,283,884.94	1,513,504.75	(229,619.81)	(229,619.81)	(0.015)%
2	02/28/2019	1,123,346.56	1,052,947.50	70,399.06	(159,220.75)	(0.010)%
3	03/31/2019	1,038,825.90	1,022,599.40	16,226.50	(142,994.25)	(0.009)%
4	04/30/2019	1,548,405.17	1,405,355.13	143,050.04	55.79	0.000%
5	05/31/2019	745,261.81	779,808.37	(34,546.56)	(34,490.77)	(0.002)%
6	06/30/2019	1,144,619.75	1,003,967.33	140,652.42	106,161.65	0.007%
7	07/31/2019	1,400,200.18	1,368,879.18	31,321.00	137,482.65	0.009%
8	08/31/2019	1,463,966.97	1,663,396.79	(199,429.82)	(61,947.17)	(0.004)%
9	09/30/2019	928,851.84	897,108.28	31,743.56	(30,203.61)	(0.002)%
10	10/31/2019	1,233,577.81	944,788.34	288,789.47	258,585.86	0.017%
11	11/30/2019	854,525.09	1,149,776.07	(295,250.98)	(36,665.12)	(0.002)%
12	12/31/2019	625,693.36	750,163.08	(124,469.72)	(161,134.84)	(0.010)%
13	01/31/2020	1,400,094.04	873,923.33	526,170.71	365,035.87	0.024%
14	02/29/2020	1,167,351.18	1,182,914.13	(15,562.95)	349,472.92	0.023%
15	03/31/2020	1,004,484.49	1,333,020.61	(328,536.12)	20,936.80	0.001%
16	04/30/2020	674,978.14	638,505.35	36,472.79	57,409.59	0.004%
17	05/31/2020	678,033.71	391,598.01	286,435.70	343,845.29	0.022%
18	06/30/2020	599,070.44	585,977.49	13,092.95	356,938.24	0.023%
19	07/31/2020	656,697.21	583,202.83	73,494.38	430,432.62	0.028%
20	08/31/2020	602,439.49	577,080.91	25,358.58	455,791.20	0.030%
21	09/30/2020	797,148.40	856,795.27	(59,646.87)	396,144.33	0.026%
22	10/31/2020	500,494.99	581,462.86	(80,967.87)	315,176.46	0.020%

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	Date	Securitization Value of Liquidated Leases ($)	Liquidation Proceeds and Recoveries ($)	Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) ($)	Cumulative Residual Loss/(Gain) as % of Cutoff Date Aggregate Securitization Value
1	01/31/2019	15,086,930.55	16,613,793.51	(1,526,862.96)	(1,526,862.96)	(0.099)%
2	02/28/2019	10,593,116.37	11,520,196.66	(927,080.29)	(2,453,943.25)	(0.159)%
3	03/31/2019	16,321,300.75	16,867,580.00	(546,279.25)	(3,000,222.50)	(0.194)%
4	04/30/2019	22,226,437.11	21,871,225.98	355,211.13	(2,645,011.37)	(0.171)%
5	05/31/2019	21,496,501.04	21,281,656.94	214,844.10	(2,430,167.27)	(0.157)%
6	06/30/2019	16,111,465.60	16,384,381.36	(272,915.76)	(2,703,083.03)	(0.175)%
7	07/31/2019	20,842,360.26	21,571,920.58	(729,560.32)	(3,432,643.35)	(0.222)%
8	08/31/2019	22,639,733.20	22,684,424.56	(44,691.36)	(3,477,334.71)	(0.225)%
9	09/30/2019	21,998,417.42	21,927,897.20	70,520.22	(3,406,814.49)	(0.221)%
10	10/31/2019	26,797,426.57	27,971,939.43	(1,174,512.86)	(4,581,327.35)	(0.297)%
11	11/30/2019	26,502,716.33	27,884,831.11	(1,382,114.78)	(5,963,442.13)	(0.386)%
12	12/31/2019	33,603,422.46	32,971,940.89	631,481.57	(5,331,960.56)	(0.345)%
13	01/31/2020	39,909,392.58	38,391,041.64	1,518,350.94	(3,813,609.62)	(0.247)%
14	02/29/2020	31,395,744.65	31,151,637.20	244,107.45	(3,569,502.17)	(0.231)%
15	03/31/2020	23,980,141.81	24,718,663.11	(738,521.30)	(4,308,023.47)	(0.279)%
16	04/30/2020	13,274,387.68	10,480,616.51	2,793,771.17	(1,514,252.30)	(0.098)%
17	05/31/2020	28,289,698.30	27,469,429.96	820,268.34	(693,983.96)	(0.045)%
18	06/30/2020	44,185,821.33	48,849,319.91	(4,663,498.58)	(5,357,482.54)	(0.347)%
19	07/31/2020	44,369,362.75	50,674,418.47	(6,305,055.72)	(11,662,538.26)	(0.755)%
20	08/31/2020	35,759,969.81	41,058,765.09	(5,298,795.28)	(16,961,333.54)	(1.098)%
21	09/30/2020	33,419,666.46	40,109,064.65	(6,689,398.19)	(23,650,731.73)	(1.531)%
22	10/31/2020	37,101,520.44	45,966,902.27	(8,865,381.83)	(32,516,113.56)	(2.105)%

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Table of Contents

Mercedes-Benz Auto Lease Trust 2019-B
Static Pool Data

Composition of the Portfolio of the Leases
(As of the Cutoff Date)

Closing Date	November 20, 2019
Cutoff Date	September 30, 2019
Cutoff Date Aggregate Securitization Value	$	1,488,353,333.59
Number of Leases		34,342
Average Securitization Value	$	43,339.16
Securitization Value Range	$	16,589.34 to $243,805.85
Percentage Mercedes-Benz Passenger Cars		54.85	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		45.15	%
Aggregate Residual Value	$	1,019,238,943.26
Aggregate of Residual Values as a Percentage of the Cutoff Date
Aggregate Securitization Value		68.48	%
Average Residual Value	$	29,679.08
Residual Value Range	$	12,336.00 to $114,884.25
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		58.87	%
Weighted Average Original Term⁽²⁾	38.40 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	24.66 months
Remaining Term Range	4 to 57 months
Weighted Average FICO^® Score⁽²⁾		788.5
Range of FICO^® Scores	651 to 899

⁽¹⁾

Discounted by the greater of the contract rate and 7.65%.

⁽²⁾

Weighted by Cutoff Date Aggregate Securitization Value.

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Table of Contents

Distribution of the Leases by Original Term to Maturity
(As of the Cutoff Date)

Original Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
13 – 24		353		1.03	%	$	19,480,910.13		1.31	%
25 – 36		26,276		76.51			1,070,682,023.76		71.94
37 – 48		7,192		20.94			363,036,080.80		24.39
49 – 60		521		1.52			35,154,318.90		2.36
Total:		34,342		100.00	%	$	1,488,353,333.59		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

Distribution of the Leases by Remaining Term to Maturity
(As of the Cutoff Date)

Remaining Term to Maturity (months)	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date⁽¹⁾
1 – 12		6,641		19.34	%	$	232,373,297.92		15.61	%
13 – 24		10,101		29.41			405,244,031.58		27.23
25 – 36		14,785		43.05			687,596,541.53		46.20
37 – 48		2,742		7.98			152,498,926.69		10.25
49 – 60		73		0.21			10,640,535.87		0.71
Total:		34,342		100.00	%	$	1,488,353,333.59		100.00	%

⁽¹⁾	Percentages may not add to 100.00% due to rounding.

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Distribution of the Leased Vehicles by State representing more than 5% of the Total Aggregate Securitization Value
(As of the Cutoff Date)

State	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		10,615		30.91	%	$	446,251,662.94		29.98	%
Florida		4,797		13.97			206,066,818.21		13.85
New York		4,101		11.94			181,544,636.11		12.20
New Jersey		2,382		6.94			104,980,516.81		7.05
Texas		1,980		5.77			91,531,250.04		6.15
Total:		23,875		69.53	%	$	1,030,374,884.11		69.23	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

Distribution of the Leased Vehicles by Model Representing More than 5% of the Aggregate Securitization Value
(As of the Cutoff Date)

Model	Number of Leases		Percentage of Total Number of Leases⁽¹⁾			Aggregate Securitization Value as of the Cutoff Date		Percentage of Aggregate Securitization Value as of the Cutoff Date
E		5,619		16.36	%	$	245,928,175.60		16.52	%
GLK/GLC		6,446		18.77			233,437,161.40		15.68
C		7,002		20.39			224,963,067.81		15.11
ML/GLE		4,599		13.39			221,475,330.98		14.88
S		2,165		6.30			180,629,307.84		12.14
GL/GLS		2,172		6.32			123,300,967.99		8.28
Total:		28,003		81.53	%	$	1,229,734,011.62		82.61	%

⁽¹⁾	As a percentage of total number of Leases as of the Cutoff Date.

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Prepayment Information

Set forth below is prepayment information relating to the leases and related leased vehicles allocated to the reference pool for Mercedes-Benz Auto Lease Trust 2019-B (“MBALT 2019-B”). The following table includes a pool factor based on the prepayment assumption⁽¹⁾ and an actual pool factor to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance table setting forth the principal amounts of the notes using certain prepayment assumptions.

MBALT 2019-B
Pool Factor⁽¹⁾

⁽¹⁾

Prepayment assumption based on 100% prepayment speed.

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	Price to Public		Underwriting Discounts and Commissions			Net Proceeds to the Depositor(1)
Class A-1 Asset Backed Notes	$ 245,000,000.00	(100.00000%)	$ 404,250.00	(0.165%)	$ 244,595,750.00	(99.83500%)
Class A-2 Asset Backed Notes	$ 489,996,276.00	(99.99924%)	$ 808,500.00	(0.165%)	$ 489,187,776.00	(99.83424%)
Class A-3 Asset Backed Notes	$ 427,956,729.20	(99.98989%)	$ 706,200.00	(0.165%)	$ 427,250,529.20	(99.82489%)
Class A-4 Asset Backed Notes	$ 110,849,900.65	(99.99089%)	$ 182,919.00	(0.165%)	$ 110,666,981.65	(99.82589%)
Total	$ 1,273,802,905.85		$ 2,101,869.00		$ 1,271,701,036.85

	Joint Bookrunners

MUFG	Mizuho Securities	TD Securities

	Co-Managers

Credit Agricole Securities		Wells Fargo Securities

Commingling by the servicer may result in delays and reductions in payments on your notes		The servicer, if it satisfies certain requirements, will be permitted to hold with its own funds collections it receives from lessees on the leases and the repurchase payment for any leases and related leased vehicles required to be reallocated from the reference pool until the day prior to the date on which the distributions are made on the notes. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the issuer on or before the related payment date, you might incur a delay in payment or a loss on your notes. For more information about the servicer’s obligations regarding payments on the leases, see “Description of the Transaction Documents—Collections.”
A servicer default may result in additional costs or a diminution in servicing performance, any of which may have an adverse effect on your notes		If a servicer default occurs, the exchange noteholder (which shall be the indenture trustee acting on behalf of the holders of notes evidencing at least 66 2/3% of the aggregate principal amount of the notes) may direct the titling trustee to remove the servicer, without the consent of the owner trustee or the holders of any securities subordinate to the notes, including certificateholders. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict: • the cost of the transfer of servicing to the successor servicer; or • the ability of the successor servicer to perform the obligations and duties of the servicer under the servicing agreement. Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted.
Adverse events with respect to MBFS USA, its affiliates or third party servicers to whom MBFS USA outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes		Adverse events with respect to MBFS USA, its affiliates or a third party servicer to whom MBFS USA outsources its activities may result in servicing disruptions or reduce the market value of your notes. MBFS USA currently outsources some of its activities as servicer to third party servicers with respect to delinquent leases. In the event of a termination and replacement of MBFS USA as the servicer, or if any of the third party servicers cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent leases and therefore delinquencies and credit losses could increase. As servicer, MBFS USA will be required to repurchase certain leases that do not comply with representations and warranties made by MBFS USA (for example, representations relating to the compliance of the lease contracts with applicable laws). If MBFS USA becomes unable to repurchase any of those leases or make the related payment to the issuer, investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, MBFS USA is an indirect wholly-owned subsidiary of Daimler AG. Although Daimler AG is not guaranteeing the obligations of the issuer, if Daimler AG ceased to manufacture vehicles or support the sale of vehicles or if Daimler AG faced financial or operational difficulties, those events may reduce the market value of Mercedes-Benz and smart automobiles, and ultimately the amount realized on any Mercedes-Benz or smart leased vehicle, including the leased vehicles allocated to the reference pool.

		The issuer will not have an ownership interest in the leases or an ownership interest or perfected security interest in the leased vehicles, which will be titled in the name of the titling trust or the titling trustee on behalf of the titling trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of the titling trust could limit the amounts payable in respect of the exchange note to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles. Further, although unlikely, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust. To the extent a third-party makes a claim against, or files a lien on, the assets of the titling trust, including the leased vehicles allocated to the reference pool, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the exchange note. If any of the foregoing events occurs, you may experience delays in payment or losses on your investment in the notes.
If ERISA liens are placed on the titling trust assets, you could suffer a loss on your investment		Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes MBFS USA and its affiliates. Because the collateral agent in connection with the exchange note has a prior perfected security interest in the leases and leased vehicles (other than for leased vehicles in Kansas, Missouri, Nebraska, Nevada and South Dakota), these liens would not, however, have priority over the interest of the collateral agent in the assets securing the exchange note. While MBFS USA believes that the likelihood of this liability being asserted against the assets of the titling trust or, if so asserted, being successfully pursued, is remote, you cannot be sure the leases and leased vehicles will not become subject to an ERISA liability.
Federal bankruptcy or state debtor relief laws may impede collection efforts or alter the timing and amount of collections, which may result in acceleration of or reduction in payment on your notes		If a lessee sought protection under federal bankruptcy or state debtor relief laws, a court could reduce or discharge completely the lessee’s obligations to repay amounts due on its lease. As a result, that lease would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and amounts allocated to the notes are insufficient to cover the applicable default amount.

Leases that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment		Numerous federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Consumer Financial Protection Bureau, impose requirements on retail lease contracts. California has enacted comprehensive vehicle leasing statutes that, among other things, regulate the disclosures to be made at the time a vehicle is leased. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust (as lessor under the leases) or the issuer (as owner of the exchange note). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that all or a portion of payment previously paid by the lessee be refunded. MBFS USA will make representations and warranties that each lease complies with all requirements of applicable law in all material respects. If any such representation and warranty proves incorrect, has a material and adverse effect on the interest of the issuer and is not timely cured, MBFS USA will be required to make a repurchase payment in respect of the related lease and leased vehicle and reallocate the related lease and related leased vehicle out of the reference pool. To the extent that MBFS USA fails to make such repurchase, or to the extent that a court holds the titling trust or the issuer liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the titling trust or the issuer. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes.
Vicarious tort liability may result in a loss		Some states allow a party that incurs an injury involving a leased vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain. The Transportation Act, more fully described under “Certain Legal Aspects of the Leases and Leased Vehicles—Vicarious Tort Liability” provides that, absent negligence or criminal wrongdoing on its part, an owner (or an affiliate of an owner) of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the titling trust. State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after the effective date of the Transportation Act. While the outcome in these cases have thus far upheld federal preemption under the Transportation Act, there are no assurances that future cases will reach the same conclusion.

Legal and Regulatory Risks

The bankruptcy of MBFS USA or the depositor could result in losses or delays in payments on your notes and could delay the appointment of a successor servicer		Following a bankruptcy or insolvency of MBFS USA or the depositor, a court could conclude that the exchange note is owned by MBFS USA or the depositor, instead of the issuer. This conclusion could be reached either because the court concluded that the transfer of the exchange note from the depositor to the issuer was a pledge of the exchange note and not a “true sale” or because the court concluded that the depositor or the issuer should be consolidated with MBFS USA or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you, or you may not ultimately receive all amounts due to you as a result of: • the “automatic stay,” which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States bankruptcy code that permit substitution of collateral in limited circumstances; • tax or government liens on MBFS USA’s or the depositor’s property (that arose prior to the transfer of the exchange note to the issuer) having a prior claim on collections before the collections are used to make payments on the notes; and • the fact that neither the issuer nor the indenture trustee has a perfected security interest in the leased vehicles allocated to the reference pool and may not have a perfected security interest in any cash collections of the leases and leased vehicles allocated to the reference pool held by MBFS USA at the time that a bankruptcy proceeding begins. The depositor will take steps in structuring the transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with MBFS USA for bankruptcy purposes or conclude that the transfer of the exchange note was not a “true sale.” In addition, in the event of a servicer default by MBFS USA resulting solely from certain events of insolvency or the bankruptcy of MBFS USA, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the holders of notes from appointing a successor servicer or prevent MBFS USA from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the leases may occur. Any delay in the collection of payments on the leases may delay or reduce payments to noteholders.
Interests of other persons in the leases and the leased vehicles could be superior to the issuer’s interest, which may result in delayed or reduced payment on your notes		Because the exchange note will be secured by the leases and leased vehicles allocated to the reference pool, you will be dependent on payments made on these leases and proceeds received in connection with the sale or other disposition of the leased vehicles for payments on your notes.

		MBFS USA maintains primary and excess liability insurance policies on behalf of the titling trust and contingent liability insurance coverage against third party claims against the titling trust. If vicarious liability imposed on the titling trust exceeds this coverage, or if lawsuits are brought against either the titling trust or MBFS USA involving the negligent use or operation of a leased vehicle, you could experience delays in payments due to you or you may ultimately suffer a loss on your investment.
The return on your notes may be reduced by application of the Servicemembers Civil Relief Act		Under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service may be entitled to protections that state the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may, under certain circumstances, terminate a lease of a vehicle at any time after the lessee’s entry into military service or the date of the lessee’s military orders. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. The foregoing laws may impose limitations that would impair the ability of the servicer to repossess a vehicle under a defaulted lease during the related lessee’s period of active duty and, in some cases, may require the servicer to extend the lease termination date of the related lease, lower the monthly payments and adjust the payment schedule for a period of time after the completion of the lessee’s military service. It is not clear that the Servicemembers Civil Relief Act would apply to leases such as the leases allocated to the reference pool or how many leases would be affected by it. If a lessee’s obligation to make lease payments is reduced, adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.
Federal financial regulatory reform could have an adverse effect on the sponsor, the depositor or the issuer		The Dodd–Frank Wall Street Reform and Consumer Protection Act provides for enhanced regulation of financial institutions and non-bank financial companies, derivatives and asset-backed securities offerings and enhanced oversight of credit rating agencies. The Dodd-Frank Act also created the Consumer Financial Protection Bureau, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services. In 2015, the CFPB issued a final rule expanding its authority to larger participants in the automobile financing market, including MBFS USA and, as a result, MBFS USA is subject to the supervisory and examination authority of the CFPB to assess compliance with federal consumer financial laws.

General Risks

Adverse events arising from the coronavirus pandemic could result in payment delays and losses on the notes		The coronavirus has resulted in significant volatility and reductions in economic growth worldwide. Due to the COVID-19 pandemic, sales of Mercedes-Benz vehicles and smart cars in the United States have been negatively affected, and there have also been significant adverse effects on production, the procurement market and the supply chain. The negative economic effects of COVID-19 on Daimler AG and its affiliates, including MBFS USA, cannot be adequately determined or reliably quantified for the time being; however, a continuing COVID-19 pandemic will, based on its duration and severity, significantly negatively affect their respective businesses, cash flows, financial condition, liquidity and results of operations. Moreover, further adverse developments relating to the COVID-19 pandemic, especially if restrictive measures are reimposed or remain in force significantly longer and are stricter than expected or in the event of a continuing or additional waves of infections, would on the one hand result in an even deeper slump for the global economy and on the other hand not only affect sales of Mercedes-Benz vehicles and smart cars in the United States but could also more significantly affect production, the procurement market and the supply chain. The COVID-19 pandemic is causing significant uncertainty in the global financial markets, but it is not possible to predict the ultimate scope of this pandemic or the ultimate effect it may have on the global economy or the global financial markets, including the economy or financial markets of the United States. While the Federal Reserve has implemented emergency interest rate cuts and federal, state and local governments have implemented other measures in response to the COVID-19 pandemic, the likelihood of such measures preventing volatility in the financial markets or the occurrence of a national or global economic downturn cannot be predicted. For example, the United States economy experienced severely negative growth as a result of the pandemic, but the duration, reoccurrence and continued severity of negative effects on the economy, including whether the United States economy is or will be in a recession, is unknown. It can also not be predicted how many lessees have been and will continue to be adversely affected by the coronavirus outbreak and how long governmental efforts to slow the spread of COVID-19 or deal with its effects throughout the United States will continue. In addition, while many automotive dealers have been required during the course of the COVID-19 pandemic to temporarily close or restrict their operations due to being classified as non-essential businesses, even for dealerships that have remained open, consumer demand has declined. The continued economic impact of the COVID-19 pandemic could negatively affect the ability or willingness of lessees to make timely payments on the leases and used car prices and residual values of vehicles coming off lease and may result in increased losses on the leases and leased vehicles.

Adverse economic conditions could adversely affect the performance of the reference pool assets, which could result in losses on your notes		The outbreak of the coronavirus has resulted in significant volatility and reductions in economic growth worldwide and in the United States. The economic downturn and volatility resulting from the COVID-19 pandemic is unprecedented over recent decades and its continuation would be expected to adversely affect the performance of the leases and leased vehicles. High unemployment, declines in consumer confidence and a general reduction in the availability of credit may lead to increased delinquencies and default rates by lessees, as well as decreased consumer demand for pre-owned vehicles and reduced pre-owned vehicle prices, which could increase the amount of losses on defaulted leases and reduce residual values. If the current economic downturn is prolonged, delinquencies and defaults on the leases could occur at a rate materially higher than historical experience, which could result in losses on your notes. It is also possible that a higher percentage of lessees will seek protection under bankruptcy or debtor relief laws as a result of the financial and economic disruptions related to the COVID-19 pandemic than is reflected in MBFS USA’s historical experience. No prediction can be given as to the degree of increases in the rates of delinquencies and defaults on the leases or losses on the leases and leased vehicles resulting from the COVID-19 pandemic, but if not covered by credit enhancement, these increases could result in delays in payments and losses on the notes.
Financial market disruptions, including those caused by the COVID-19 pandemic, and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell your notes		The COVID-19 pandemic has resulted in disruptions in global financial markets that have reduced liquidity and created uncertainty regarding future market performance and viability. For several years after the 2008 financial crisis, events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities and the lowering of ratings on certain asset-backed securities, caused a significant reduction in liquidity in the secondary market for these asset-backed securities. The continued effects of the COVID-19 pandemic on financial markets cannot be predicted but could have a prolonged effect comparable to or more severe than the 2008 financial crisis, including a similar or more severe adverse effect on liquidity of the secondary market for asset-backed securities. Such events, or the occurrence of future events having widespread market impacts, could adversely affect the market value of your notes and/or limit your ability to resell your notes.

Class A-1 Notes	$	245,000,000.00
Class A-2 Notes		490,000,000.00
Class A-3 Notes		428,000,000.00
Class A-4 Notes		110,860,000.00
Initial Overcollateralization		216,039,733.86
Total	$	1,489,899,733.86

	At September 30,
	2020		2019
Number of Lease Contracts Outstanding		490,595		493,463
Lease Contracts Outstanding ($ in thousands)⁽¹⁾	$	22,629,188	$	22,864,652

	At December 31,
	2019		2018		2017		2016		2015
Number of Lease Contracts Outstanding		495,326		488,204		474,711		436,706		408,029
Lease Contracts Outstanding ($ in thousands)⁽¹⁾	$	23,184,422	$	23,044,975	$	22,728,940	$	21,297,388	$	19,937,826

	Units		%			Units		%
Number of Lease Contracts Delinquent
31 – 60 days		2,028		0.41	%		2,249		0.46	%
61 – 90 days		696		0.14	%		579		0.12	%
91 – 120 days		224		0.05	%		208		0.04	%
More than 120 days		119		0.02	%		34		0.01	%
Total		3,067		0.63	%		3,070		0.62	%

	For the 9 Months Ended September 30,
	2020			2019
Lease Contracts Outstanding ($)⁽²⁾	$	22,629,188		$	22,864,652
Average Lease Contracts Outstanding ($)	$	22,931,662		$	22,937,851
Number of Lease Contracts Outstanding		490,595			493,463
Average Number of Lease Contracts Outstanding⁽³⁾		495,610			494,002
Number of Repossessions Sold⁽⁴⁾		911			1,559
Number of Repossessions Sold as a Percentage of the Average Number of Lease Contracts Outstanding⁽⁷⁾		0.25	%		0.42	%
Charge-offs ($)⁽⁵⁾	$	86,959		$	80,339
Recoveries ($)⁽⁶⁾	$	(27,662	)	$	(27,424	)
Net Losses ($)	$	59,297		$	52,916
Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding⁽⁷⁾		0.34	%		0.31	%

	For the Year Ended December 31,
	2019			2018			2017			2016			2015
Lease Contracts Outstanding ($)⁽²⁾	$	23,184,422		$	23,044,975		$	22,728,940		$	21,297,388		$	19,937,826
Average Lease Contracts Outstanding ($)	$	22,962,555		$	23,019,519		$	22,072,487		$	20,538,789		$	19,154,554
Number of Lease Contracts Outstanding		495,326			488,204			474,711			436,706			408,029
Average Number of Lease Contracts Outstanding⁽³⁾		494,244			486,415			460,764			423,968			396,068
Number of Repossessions Sold⁽⁴⁾		2,098			1,877			1,625			1,369			1,307
Number of Repossessions Sold as a Percentage of the Average Number of Lease Contracts Outstanding		0.42	%		0.39	%		0.35	%		0.32	%		0.33	%
Charge-offs ($)⁽⁵⁾	$	110,787		$	103,413		$	87,363		$	84,452		$	63,720
Recoveries ($)⁽⁶⁾	$	(36,770	)	$	(34,210	)	$	(32,409	)	$	(28,542	)	$	(23,662	)
Net Losses ($)	$	74,017		$	69,203		$	54,954		$	55,910		$	40,058
Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding		0.32	%		0.30	%		0.25	%		0.27	%		0.21	%

Historical Delinquency Status	Number of 2021-A Leases		Percentage of Total Number of 2021-A Leases⁽¹⁾			Securitization Value as of the Cutoff Date		Percentage of Cutoff Date Aggregate Securitization Value⁽¹⁾
Delinquent no more than once for 31-60 days⁽²⁾		827		2.32	%	$	33,928,951.55		2.28	%
Delinquent at least once for 61 days or more		0		0.00			0.00		0.00
No history of delinquency		34,835		97.68			1,455,970,782.31		97.72
Total		35,662		100.00	%	$	1,489,899,733.86		100.00	%

Cutoff Date Aggregate Securitization Value	$	1,489,899,733.86
Number of 2021-A Leases		35,662
Average Securitization Value	$	41,778.36
Securitization Value Range	$	15,350.61 to $233,553.61
Percentage Mercedes-Benz Passenger Cars		47.21	%
Percentage Mercedes-Benz Sport Utility Vehicles		52.79	%
Aggregate Residual Value	$	1,003,544,881.25
Aggregate Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		67.36	%
Average Residual Value	$	28,140.45
Residual Value Range	$	11,637.00 to $117,014.00
Aggregate of Discounted Residual⁽¹⁾ as a Percentage of the Cutoff Date Aggregate Securitization Value		58.99	%
Weighted Average Original Term⁽²⁾(months)		38.62
Original Term Range(months)	24 to 60
Weighted Average Remaining Term⁽²⁾(months)		25.29
Remaining Term Range(months)	1 to 57
Weighted Average FICO^® Score⁽²⁾		787.86
Range of FICO^® Scores	651 to 899

Original Term to Maturity (months)	Number of 2021-A Leases		Percentage of Total Number of 2021-A Leases⁽¹⁾			Securitization Value as of the Cutoff Date		Percentage of Cutoff Date Aggregate Securitization Value⁽¹⁾
13-24		292		0.82	%	$	16,509,936.90		1.11	%
25-36		26,122		73.25			1,017,672,072.64		68.30
37-48		8,702		24.40			417,029,731.63		27.99
49-60		546		1.53			38,687,992.69		2.60
Total		35,662		100.00	%	$	1,489,899,733.86		100.00	%

Remaining Term to Maturity (months)	Number of 2021-A Leases		Percentage of Total Number of 2021-A Leases⁽¹⁾			Securitization Value as of the Cutoff Date		Percentage of Cutoff Date Aggregate Securitization Value⁽¹⁾
1-12		8,965		25.14	%	$	282,908,687.65		18.99	%
13-24		8,708		24.42			347,017,270.87		23.29
25-36		14,360		40.27			662,749,850.90		44.48
37-48		3,548		9.95			185,123,441.59		12.43
49-60		81		0.23			12,100,482.85		0.81
Total		35,662		100.00	%	$	1,489,899,733.86		100.00	%

FICO^® Score Range	Number of 2021-A Leases		Percentage of Total Number of 2021-A Leases⁽¹⁾			Securitization Value as of the Cutoff Date		Percentage of Cutoff Date Aggregate Securitization Value⁽¹⁾
650-699		4,311		12.09	%	$	173,988,431.51		11.68	%
700-749		6,799		19.07			279,861,938.50		18.78
750-799		7,740		21.70			323,012,298.12		21.68
800-849		8,983		25.19			385,607,279.78		25.88
850-899		7,829		21.95			327,429,785.95		21.98
Total		35,662		100.00	%	$	1,489,899,733.86		100.00	%

Year and Quarter of Maturity	Number of 2021-A Leases		Percentage of Total Number of 2021-A Leases⁽¹⁾			Securitization Value as of the Cutoff Date		Percentage of Cutoff Date Aggregate Securitization Value⁽¹⁾
2021 1st Quarter		1,330		3.73	%	$	39,646,357.45		2.66	%
2021 2nd Quarter		2,171		6.09			65,083,725.18		4.37
2021 3rd Quarter		2,236		6.27			68,675,621.48		4.61
2021 4th Quarter		3,291		9.23			111,563,616.16		7.49
2022 1st Quarter		1,647		4.62			58,855,578.18		3.95
2022 2nd Quarter		1,949		5.47			75,952,065.74		5.10
2022 3rd Quarter		1,563		4.38			64,283,390.76		4.31
2022 4th Quarter		3,540		9.93			148,118,283.06		9.94
2023 1st Quarter		1,974		5.54			84,349,200.85		5.66
2023 2nd Quarter		5,441		15.26			243,850,849.30		16.37
2023 3rd Quarter		5,167		14.49			243,665,256.97		16.35
2023 4th Quarter		1,740		4.88			89,517,625.68		6.01
2024 1st Quarter		1,160		3.25			58,588,873.79		3.93
2024 2nd Quarter		849		2.38			44,722,531.67		3.00
2024 3rd Quarter		1,388		3.89			71,849,252.24		4.82
2024 4th Quarter		135		0.38			9,077,022.50		0.61
2025 1st Quarter		7		0.02			908,206.33		0.06
2025 2nd Quarter		28		0.08			4,290,585.20		0.29
2025 3rd Quarter		46		0.13			6,901,691.32		0.46
Total		35,662		100.00	%	$	1,489,899,733.86		100.00	%

Calculation Date		Securitization Value Formula

As of the Cutoff Date		the sum of the present values, calculated using the Securitization Rate, of (1) the aggregate Base Monthly Payments remaining on such Lease (including Base Monthly Payments due but not yet paid) and (2) the Residual Value of the related Leased Vehicle

As of any date other than the Cutoff Date		the Securitization Value of such Lease as of the Cutoff Date less the principal portion of all payments made with respect to such Lease since the Cutoff Date

As of the end of the Collection Period during which a Lease (1) becomes a Liquidated Lease or a Defaulted Lease or (2) is repurchased		zero

	Class A‑1 Notes													Class A‑2 Notes
Payment Date		0%		50%		75%		100%		150%		200%			0%		50%		75%		100%		150%		200%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
February 2021		78.87		76.85		75.80		74.73		72.51		70.19			100.00		100.00		100.00		100.00		100.00		100.00
March 2021		61.68		58.67		57.11		55.52		52.22		48.76			100.00		100.00		100.00		100.00		100.00		100.00
April 2021		45.93		41.97		39.91		37.81		33.46		28.89			100.00		100.00		100.00		100.00		100.00		100.00
May 2021		30.46		25.16		22.40		19.56		13.64		7.36			100.00		100.00		100.00		100.00		100.00		100.00
June 2021		14.50		7.51		3.83		0.03		0.00		0.00			100.00		100.00		100.00		100.00		95.99		91.64
July 2021		0.00		0.00		0.00		0.00		0.00		0.00			99.73		95.22		92.82		90.30		84.89		78.89
August 2021		0.00		0.00		0.00		0.00		0.00		0.00			92.39		86.70		83.63		80.37		73.21		64.97
September 2021		0.00		0.00		0.00		0.00		0.00		0.00			84.91		77.90		74.04		69.90		60.56		49.32
October 2021		0.00		0.00		0.00		0.00		0.00		0.00			77.04		68.59		63.85		58.68		46.64		31.27
November 2021		0.00		0.00		0.00		0.00		0.00		0.00			67.72		57.77		52.07		45.74		30.44		9.19
December 2021		0.00		0.00		0.00		0.00		0.00		0.00			58.38		47.47		41.20		34.21		17.33		0.00
January 2022		0.00		0.00		0.00		0.00		0.00		0.00			48.75		37.01		30.24		22.70		4.45		0.00
February 2022		0.00		0.00		0.00		0.00		0.00		0.00			41.44		28.84		21.56		13.45		0.00		0.00
March 2022		0.00		0.00		0.00		0.00		0.00		0.00			35.86		22.38		14.58		5.87		0.00		0.00
April 2022		0.00		0.00		0.00		0.00		0.00		0.00			30.42		16.11		7.83		0.00		0.00		0.00
May 2022		0.00		0.00		0.00		0.00		0.00		0.00			23.22		8.31		0.00		0.00		0.00		0.00
June 2022		0.00		0.00		0.00		0.00		0.00		0.00			16.63		1.15		0.00		0.00		0.00		0.00
July 2022		0.00		0.00		0.00		0.00		0.00		0.00			10.31		0.00		0.00		0.00		0.00		0.00
August 2022		0.00		0.00		0.00		0.00		0.00		0.00			4.59		0.00		0.00		0.00		0.00		0.00
September 2022		0.00		0.00		0.00		0.00		0.00		0.00			0.00		0.00		0.00		0.00		0.00		0.00
Weighted Average Life to Maturity (years)^(1),(2)		0.24		0.23		0.22		0.21		0.19		0.18			1.04		0.92		0.87		0.82		0.73		0.65
Weighted Average Life to Call (years)^(2),(3)		0.24		0.23		0.22		0.21		0.19		0.18			1.04		0.92		0.87		0.82		0.73		0.65

	Class A‑3 Notes															Class A‑4 Notes
Payment Date		0%		50%		75%		100%		150%		200%		0%			50%		75%		100%		150%		200%
Closing Date		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
February 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
March 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
April 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
May 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
June 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
July 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
August 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
September 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
October 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
November 2021		100.00		100.00		100.00		100.00		100.00		100.00		100.00			100.00		100.00		100.00		100.00		100.00
December 2021		100.00		100.00		100.00		100.00		100.00		93.19		100.00			100.00		100.00		100.00		100.00		100.00
January 2022		100.00		100.00		100.00		100.00		100.00		76.45		100.00			100.00		100.00		100.00		100.00		100.00
February 2022		100.00		100.00		100.00		100.00		92.91		62.21		100.00			100.00		100.00		100.00		100.00		100.00
March 2022		100.00		100.00		100.00		100.00		82.60		49.78		100.00			100.00		100.00		100.00		100.00		100.00
April 2022		100.00		100.00		100.00		98.37		72.72		37.92		100.00			100.00		100.00		100.00		100.00		100.00
May 2022		100.00		100.00		99.61		88.55		61.76		25.50		100.00			100.00		100.00		100.00		100.00		100.00
June 2022		100.00		100.00		91.03		79.53		51.66		14.04		100.00			100.00		100.00		100.00		100.00		100.00
July 2022		100.00		93.50		82.86		70.97		42.14		3.29		100.00			100.00		100.00		100.00		100.00		100.00
August 2022		100.00		86.38		75.41		63.14		33.39		0.00		100.00			100.00		100.00		100.00		100.00		74.36
September 2022		98.83		79.47		68.21		55.60		25.04		0.00		100.00			100.00		100.00		100.00		100.00		38.14
October 2022		91.86		72.14		60.67		47.83		16.69		0.00		100.00			100.00		100.00		100.00		100.00		0.00
November 2022		81.80		62.20		50.79		38.01		7.02		0.00		100.00			100.00		100.00		100.00		100.00		0.00
December 2022		70.22		51.06		39.89		27.38		0.00		0.00		100.00			100.00		100.00		100.00		88.64		0.00
January 2023		59.89		41.69		31.14		19.36		0.00		0.00		100.00			100.00		100.00		100.00		65.17		0.00
February 2023		52.81		35.21		25.04		13.74		0.00		0.00		100.00			100.00		100.00		100.00		48.47		0.00
March 2023		45.58		28.63		18.88		8.07		0.00		0.00		100.00			100.00		100.00		100.00		31.78		0.00
April 2023		39.79		23.33		13.90		3.47		0.00		0.00		100.00			100.00		100.00		100.00		18.14		0.00
May 2023		33.93		17.99		8.90		0.00		0.00		0.00		100.00			100.00		100.00		95.65		4.60		0.00
June 2023		16.49		2.74		0.00		0.00		0.00		0.00		100.00			100.00		80.40		47.24		0.00		0.00
July 2023		0.00		0.00		0.00		0.00		0.00		0.00		90.62			47.15		22.52		0.00		0.00		0.00
August 2023		0.00		0.00		0.00		0.00		0.00		0.00		37.23			0.00		0.00		0.00		0.00		0.00
September 2023		0.00		0.00		0.00		0.00		0.00		0.00		0.00			0.00		0.00		0.00		0.00		0.00
Weighted Average Life to Maturity (years)^(1),(2)		2.13		1.96		1.86		1.73		1.45		1.19		2.57			2.51		2.47		2.42		2.10		1.64
Weighted Average Life to Call (years)^(2),(3)		2.13		1.96		1.86		1.73		1.45		1.19		2.54			2.47		2.45		2.38		2.01		1.61

	Fair Value (in millions)		Fair Value (as a percentage)
Class A-1 Notes	$	245		15.8	%
Class A-2 Notes	$	490		31.6	%
Class A-3 Notes	$	428		27.6	%
Class A-4 Notes	$	111		7.1	%
Certificates	$	277		17.9	%
Total	$	1,551		100.00	%

Class		Interest Rate
Class A-1		0.14694%
Class A-2		0.18%
Class A-3		0.25%
Class A-4		0.32%

Month		Loss Curve
1		0.00%
2		0.00%
3		0.00%
4		4.44%
5		8.89%
6		13.33%
7		17.78%
8		22.22%
9		26.67%
10		31.11%
11		35.56%
12		40.00%
13		43.33%
14		46.67%
15		50.00%
16		53.33%
17		56.67%
18		60.00%
19		63.33%
20		66.67%
21		70.00%
22		73.33%
23		76.67%
24		80.00%
25		81.67%
26		83.33%
27		85.00%
28		86.67%
29		88.33%
30		90.00%
31		91.67%
32		93.33%
33		95.00%
34		96.67%
35		98.33%
36		100.00%

Underwriters of the Notes	Principal Amount of Class A-1 Notes		Principal Amount of Class A-2 Notes		Principal Amount of Class A-3 Notes		Principal Amount of Class A-4 Notes
MUFG Securities Americas Inc.	$	122,500,000	$	245,000,000	$	214,000,000	$	55,430,000
Mizuho Securities USA LLC		49,000,000		98,000,000		85,600,000		22,172,000
TD Securities (USA) LLC		49,000,000		98,000,000		85,600,000		22,172,000
Credit Agricole Securities (USA) Inc.		12,250,000		24,500,000		21,400,000		5,543,000
Wells Fargo Securities, LLC		12,250,000		24,500,000		21,400,000		5,543,000
Total	$	245,000,000	$	490,000,000	$	428,000,000	$	110,860,000

	Selling Concessions not to exceed⁽¹⁾	Reallowance not to exceed
Class A-1 Notes	0.099%	0.050%
Class A-2 Notes	0.099%	0.050%
Class A-3 Notes	0.099%	0.050%
Class A-4 Notes	0.099%	0.050%

Closing Date	January 14, 2015
Cutoff Date	November 30, 2014
Cutoff Date Aggregate Securitization Value	$	2,410,007,750.93
Number of Leases		57,690
Average Securitization Value	$	41,775.14
Securitization Value Range	$	15,984.13 to $147,416.02
Percentage Mercedes-Benz Passenger Cars		69.74	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		30.26	%
Aggregate Residual Value	$	1,762,832,979.55
Aggregate of Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		73.15	%
Average Residual Value	$	30,556.99
Residual Value Range	$	11,513.00 to $88,301.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Aggregate Securitization Value		64.56	%
Weighted Average Original Term⁽²⁾	34.41 months
Original Term Range	18 to 60 months
Weighted Average Remaining Term⁽²⁾	23.64 months
Remaining Term Range	3 to 57 months
Weighted Average FICO^® Score⁽²⁾		782.11
Range of FICO^® Scores	651 to 899

Closing Date	October 28, 2015
Cutoff Date	August 31, 2015
Cutoff Date Aggregate Securitization Value	$	1,510,005,517.86
Number of Leases		35,751
Average Securitization Value	$	42,236.74
Securitization Value Range	$	16,970.26 to $148,035.96
Percentage Mercedes-Benz Passenger Cars		69.56	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		30.44	%
Aggregate Residual Value	$	1,109,844,215.49
Aggregate of Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		73.50	%
Average Residual Value	$	31,043.73
Residual Value Range	$	12,661.00 to $92,341.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Aggregate Securitization Value		64.71	%
Weighted Average Original Term⁽²⁾	35.42 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.96 months
Remaining Term Range	3 to 56 months
Weighted Average FICO^® Score⁽²⁾		783.31
Range of FICO^® Scores	651 to 899

Closing Date	March 16, 2016
Cutoff Date	January 31, 2016
Cutoff Date Securitization Value	$	1,560,009,098.90
Number of Leases		37,427
Average Securitization Value	$	41,681.38
Securitization Value Range	$	16,476.99 to $194,994.42
Percentage Mercedes-Benz Passenger Cars		68.34	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		31.66	%
Aggregate Residual Value	$	1,158,924,346.82
Aggregate of Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		74.29	%
Average Residual Value	$	30,964.93
Residual Value Range	$	10,287.00 to $99,253.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Aggregate Securitization Value		64.95	%
Weighted Average Original Term⁽²⁾	35.78 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.45 months
Remaining Term Range	3 to 57 months
Weighted Average FICO^® Score⁽²⁾		781.60
Range of FICO^® Scores	651 to 899

Closing Date	October 26, 2016
Cutoff Date	August 31, 2016
Cutoff Date Securitization Value	$	1,232,513,851.10
Number of Leases		29,821
Average Securitization Value	$	41,330.40
Securitization Value Range	$	15,467.56 to $193,454.78
Percentage Mercedes-Benz Passenger Cars		63.51	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		36.49	%
Aggregate Residual Value	$	909,542,444.43
Aggregate of Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		73.80	%
Average Residual Value	$	30,500.07
Residual Value Range	$	13,780.00 to $114,647.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Aggregate Securitization Value		64.30	%
Weighted Average Original Term⁽²⁾	36.63 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	23.11 months
Remaining Term Range	2 to 56 months
Weighted Average FICO^® Score⁽²⁾		784.00
Range of FICO^® Scores	651 to 899

	Date	Lifetime Prepayment Speed	Proportion of Prepayment Assumption Realized
0	09/30/2019	—	—
1	11/30/2019	0.46%	132.37%
2	12/31/2019	0.56%	159.75%
3	01/31/2020	0.67%	171.09%
4	02/29/2020	0.56%	125.77%
5	03/31/2020	0.50%	97.70%
6	04/30/2020	0.31%	52.14%
7	05/31/2020	0.26%	39.74%
8	06/30/2020	0.32%	42.38%
9	07/31/2020	0.39%	46.39%
10	08/31/2020	0.41%	47.56%
11	09/30/2020	0.44%	48.79%
12	10/31/2020	0.43%	46.22%

Closing Date	January 29, 2020
Cutoff Date	November 30, 2019
Cutoff Date Aggregate Securitization Value	$	1,770,802,694.31
Number of Leases		41,713
Average Securitization Value	$	42,452.06
Securitization Value Range	$	15,593.74 to $232,950.92
Percentage Mercedes-Benz Passenger Cars		54.93	%
Percentage Mercedes-Benz Sport Utility Vehicles/Crossovers		45.07	%
Aggregate Residual Value	$	1,199,619,731.80
Aggregate of Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value		67.74	%
Average Residual Value	$	28,758.89
Residual Value Range	$	10,732.80 to $116,248.00
Aggregate of Discounted Residual Value⁽¹⁾ as a Percentage of the Cutoff Date Securitization Value		58.13	%
Weighted Average Original Term⁽²⁾	38.38 months
Original Term Range	24 to 60 months
Weighted Average Remaining Term⁽²⁾	24.95 months
Remaining Term Range	1 to 56 months
Weighted Average FICO^® Score⁽²⁾		789.59
Range of FICO^® Scores	651 to 899