![]() |
Ernst & Young LLP
One Manhattan West
New York, NY 10001
|
Tel: +1 212 773 3000
ey.com
|
Wheels, LLC (the “Servicer”) | 11 July 2025 |
Re: |
Wheels Fleet Lease Funding 1 LLC
|
![]() |
Page 2 of 4
|
a.
|
Electronic data files:
|
i. |
Labeled “Wheels_WFLF_Pool_20250531_v1.xlsb” and the corresponding record layout and decode information, as applicable (the “Data File”), that the Servicer, on behalf of the Issuer, indicated contains information as of 31 May 2025 (the
“Cut-off Date”) relating to a pool of leases (the “Wheels and Donlen Leases”) that are expected to be representative of the Leases and
|
ii. |
Labeled “WDL FLEET_CE_SERVICER_REPORT_LOAN_TAPE_2025-05-31.xlsx” and the corresponding record layout and decode information, as applicable (the ”LeasePlan Data File“), that the Servicer, on behalf of the Issuer, indicated contains
information as of the Cut- off Date relating to a pool of leases (the “LeasePlan Leases“) that are expected to be representative of the Leases,
|
b. |
Imaged copies of the following items (collectively, the “Source Documents”):
|
i. |
The master lease contract, lease amendment, lease addendum, contract change request approval, lease transfer agreement, parent company financial guarantee agreement, fleet management services agreement, lease participation agreement,
authorization letter, assignment and assumption agreement, attachment A, affirmation of agreement, notice of base funding rate change or other related documents (collectively and as applicable, the “Wheels Lease Contract”),
|
ii. |
The memo of delivery for the leased vehicle (the “Memo of Delivery”),
|
iii. |
The master motor vehicle lease agreement, master lease agreement, administration agreement, vehicle lease and services agreement, lease amendment, lease addendum, power of attorney or other related documents (collectively and as
applicable, the “Donlen Lease Contract”),
|
iv. |
The schedule A leased equipment, memo of delivery/schedule A and any corresponding addendums (collectively and as applicable, the “Donlen Schedule A”),
|
v. |
Certain schedules and the corresponding record layout and decode information, as applicable (the “Donlen Reserve Rate Changes Schedules”), that the Servicer, on behalf of the Issuer, indicated contains reserve rate change information
corresponding to certain Donlen Sample Leases (as defined in Attachment A),
|
vi. |
Certain screen shots from the Servicer’s computerized lease servicing system (the “System Screen Shots”),
|
vii. |
The certificate of title, certificate of title of a vehicle, title status screenshot, certificate of origin for a vehicle, certificate of origin or other related documents (collectively and as applicable, the “Title”),
|
viii. |
The master lease agreement, vehicle lease agreement, lease agreement, amendment to master lease agreement, addendum to master lease agreement, addendum, exhibit A, assignment agreement, side letter, partial assignment of master vehicle
lease agreement and services agreement and assumption of performance by assignee, letter of credit or other related documents (collectively and as applicable, the “LeasePlan Lease Contract”),
|
ix. |
The schedule A, schedule A leased equipment, amended schedule A, supplemental schedule A and any other corresponding addendums or other related documents (collectively, the “LeasePlan Schedule A”) and
|
![]() |
Page 3 of 4
|
b. |
(continued)
|
x. |
Certain system screen shots and system extracts from LeasePlan’s computerized lease servicing system (the “LeasePlan System Screen Shots”), as applicable, that the Servicer, on behalf of the Issuer, indicated relate to each Sample Lease
(as defined in Attachment A), as applicable,
|
c. |
Certain schedules and the corresponding record layout and decode information, as applicable (the “Wheels and Donlen Funding Description Mapping Schedules”), that the Servicer, on behalf of the Issuer, indicated contain funding
description information corresponding to certain Wheels and Donlen Leases,
|
d. |
A schedule and the corresponding record layout and decode information, as applicable (the “LeasePlan Funding Description Mapping Schedule”), that the Servicer, on behalf of the Issuer, indicated contains funding description information
corresponding to certain LeasePlan Leases,
|
e. |
The list of relevant characteristics (the “Wheels Sample Characteristics”) on the Data File, which is shown on Exhibit 1 to Attachment A,
|
f. |
The list of relevant characteristics (the “Donlen Sample Characteristics”) on the Data File, which is shown on Exhibit 2 to Attachment A,
|
g. |
The list of relevant characteristics (the “LeasePlan Sample Characteristics,” collectively with the Wheels Sample Characteristics and Donlen Sample Characteristics, the “Sample Characteristics”) on the LeasePlan Data File, which is shown
on Exhibit 4 to Attachment A, and
|
h. |
Instructions, assumptions and methodologies, which are described in Attachment A.
|
![]() |
Page 4 of 4
|
a. |
Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
|
b. |
Making any findings with respect to:
|
i. |
Whether the origination of the Leases conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
|
ii. |
The value of the collateral securing the Leases,
|
iii. |
Whether the originator(s) of the Leases complied with federal, state or local laws or regulations or
|
iv. |
Any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms and conditions.
|
![]() |
Attachment A
Page 1 of 4
|
1. |
As instructed by the Servicer, on behalf of the Issuer, we randomly selected a sample of 150 Wheels and Donlen Leases using the following criteria (the “Wheels Sample Selection Criteria”):
|
a. |
An Originator value of ”Wheels LT,”
|
b. |
An OS_BOOK_VALUE greater than $0,
|
c. |
A DIPAgingDays value of “n/a,”
|
d. |
An AssetStatus value of “Active,”
|
e. |
An INTEREST_RATE value not equal to “TBD” and
|
f. |
A FUNDING_DESCRIPTION value not equal to “TBD,”
|
2. |
For each Wheels Sample Lease, we:
|
a. |
Compared the Wheels Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the
corresponding Source Documents, subject to the instructions, assumptions and methodologies provided to us by the Servicer, on behalf of the Issuer, described in the notes to Exhibit 1 to Attachment A. The Source Document(s) that we were
instructed by the Servicer, on behalf of the Issuer, to use for each Wheels Sample Characteristic are shown on Exhibit 1 to Attachment A. All such compared information was found to be in agreement.
|
b. |
Observed that the corresponding Wheels Lease Contract contained a signature in the lessee signature section of such Wheels Lease Contract. We performed no procedures to determine the validity of the signature contained in the lessee
signature section of any Wheels Lease Contract.
|
c. |
Observed that “Wheels LT” was the named lien holder, buyer or owner on the corresponding Title or that the named lien holder, buyer or owner on such Title had the word “Wheels” in its name (except for Sample Lease Numbers 4 and 42), as
applicable.
|
![]() |
Attachment A
Page 2 of 4
|
2. |
(continued)
|
3. |
As instructed by the Servicer, on behalf of the Issuer, we randomly selected a sample of 50 Wheels and Donlen Leases using the following criteria (the “Donlen Sample Selection Criteria”):
|
a. |
An Originator value of ”Donlen,”
|
b. |
An OS_BOOK_VALUE greater than $0,
|
c. |
A DIPAgingDays value of “n/a,”
|
d. |
An AssetStatus value of “Active,”
|
e. |
An INTEREST_RATE value not equal to “TBD” and
|
f. |
A FUNDING_DESCRIPTION value not equal to “TBD,”
|
4. |
For each Donlen Sample Lease, we:
|
a. |
Compared the Donlen Sample Characteristics listed on Exhibit 2 to Attachment A, as shown on the Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the
corresponding Source Documents, subject to the instructions, assumptions and methodologies provided to us by the Servicer, on behalf of the Issuer, described in the notes to Exhibit 2 to Attachment A. The Source Document(s) that we were
instructed by the Servicer, on behalf of the Issuer, to use for each Donlen Sample Characteristic are shown on Exhibit 2 to Attachment A. Except for the information shown on Exhibit 3 to Attachment A, all such compared information was found
to be in agreement.
|
![]() |
Attachment A
Page 3 of 4
|
4. |
(continued)
|
b. |
Observed that the corresponding Donlen Lease Contract contained a signature in the lessee signature section of such Donlen Lease Contract. We performed no procedures to determine the validity of the signature contained in the lessee
signature section of any Donlen Lease Contract.
|
c. |
Observed that “Donlen Trust” was the named owner or security interest holder/lessor on the corresponding Title or that the named owner or security interest holder/lessor on such Title had the word “Donlen” in its name, as applicable.
|
5. |
As instructed by the Servicer, on behalf of the Issuer, we randomly selected a sample of 50 LeasePlan Leases using the following criteria (the “LeasePlan Sample Selection Criteria”):
|
a. |
A SV_SECURITIZATION_VALUE greater than $500,
|
b. |
A LL_DEPRECIATION_RATE value that was not equal to 0 and
|
c. |
A LL_CAP_COST_AMT value that was not equal to 0,
|
![]() |
Attachment A
Page 4 of 4
|
6. |
For each LeasePlan Sample Lease, we:
|
a. |
Compared the LeasePlan Sample Characteristics listed on Exhibit 4 to Attachment A, as shown on the LeasePlan Data File, to the corresponding information located in, or to the corresponding information we recalculated using information
located in, the corresponding Source Documents, subject to the instructions, assumptions and methodologies provided to us by the Servicer, on behalf of the Issuer, described in the notes to Exhibit 4 to Attachment A. The Source Document(s)
that we were instructed by the Servicer, on behalf of the Issuer, to use for each LeasePlan Sample Characteristic are shown on Exhibit 4 to Attachment A. Except for the information shown on Exhibit 5 to Attachment A, all such compared
information was found to be in agreement.
|
b. |
Observed that the corresponding LeasePlan Lease Contract contained a signature in the lessee signature section of such LeasePlan Lease Contract. We performed no procedures to determine the validity of the signature contained in the
lessee signature section of any LeasePlan Lease Contract.
|
c. |
Observed that “Lease Plan USA LT” was the named lien holder, owner, purchaser, buyer, distributor or dealer on the corresponding Title or that the named lien holder, owner, purchaser, buyer, distributor or dealer on such Title had the
words “Lease Plan” or “LeasePlan” in its name, as applicable.
|
Exhibit 1 to Attachment A
Page 1 of 3
|
Wheels
Sample Characteristic
|
Data File Field Name
|
Source Document(s)
|
Note(s)
|
|||
VIN
|
VIN
|
Title or Memo of Delivery
|
i.
|
|||
Lessee name
|
RELATIONSHIP
|
(a) Wheels Lease Contract or
(b) Wheels Lease Contract and System Screen Shots
|
ii., iii.
|
|||
Funding description
|
FUNDING_DESCRIPTION
|
(a) Wheels Lease Contract or
(b) Wheels Lease Contract and System Screen Shots
|
iv.
|
|||
Reserve factor
|
RESERVE_RATE
|
Memo of Delivery or System Screen Shots
|
v., vi., vii.
|
|||
Make
|
MAKE
|
Memo of Delivery
|
||||
Model
|
MODEL
|
Memo of Delivery
|
ii.
|
|||
Original stipulated cost
|
STIPULATED_COST_AMT
|
Memo of Delivery or System Screen Shots
|
v., viii.
|
i. |
For identification purposes only.
|
ii. |
For the purpose of comparing the indicated Wheels Sample Characteristics for each Wheels Sample Lease, the Servicer, on behalf of the Issuer, instructed us to ignore differences that appear to be due to abbreviations, hyphenations,
truncations, legal entity descriptors or additional words or descriptions (and in accordance with any other applicable note(s)).
|
iii. |
For the purpose of comparing the lessee name Wheels Sample Characteristic for each Wheels Sample Lease, the Servicer, on behalf of the Issuer, instructed us to use the Wheels Lease Contract or the Wheels Lease Contract and System Screen
Shots, showing any customer hierarchy information, as applicable, as the Source Documents (and in accordance with any other applicable note(s)).
|
Exhibit 1 to Attachment A
Page 2 of 3
|
iv. |
For the purpose of comparing the funding description Wheels Sample Characteristic for each Wheels Sample Lease, the Servicer, on behalf of the Issuer, instructed us to use the Wheels Lease Contract as the Source Document and to:
|
(a) |
Ignore the index duration and any indication of rounding, as applicable, in the funding description, as shown on the Data File, and
|
(b) |
Use the funding description, as shown in the Wheels Lease Contract:
|
(1) |
In accordance with the decode information shown on the Wheels and Donlen Funding Description Mapping Schedules,
|
(2) |
That corresponds to the lease type, vehicle type (as applicable), delivery date (as applicable), fleet ID (as applicable), remaining term (as applicable), reserve factor (as applicable), original term (as applicable) and model (as
applicable), all as shown on the Data File, and/or
|
(3) |
That corresponds to the unit type (as applicable), as shown in the System Screen Shots.
|
v. |
The Servicer, on behalf of the Issuer, indicated that certain of the System Screen Shots contained account activity that occurred after the Cut-off Date. For the purpose of comparing the indicated Wheels Sample Characteristics for each
Wheels Sample Lease, the Servicer, on behalf of the Issuer, instructed us to only consider account activity that occurred on or prior to the Cut-off Date (and in accordance with any other applicable note(s)).
|
vi. |
For the purpose of comparing the reserve factor Wheels Sample Characteristic for each Wheels Sample Lease (except for Sample Lease Numbers 67, 90 and 102), the Servicer, on behalf of the Issuer, instructed us to use the Memo of Delivery
as the Source Document (and in accordance with any other applicable note(s)).
|
vii. |
For the purpose of comparing the reserve factor Wheels Sample Characteristic for each Wheels Sample Lease, the Servicer, on behalf of the Issuer, instructed us to ignore absolute differences of +/- 0.0001% or less (and in accordance with
any other applicable note(s)).
|
Exhibit 1 to Attachment A
Page 3 of 3
|
viii. |
For the purpose of comparing the original stipulated cost Wheels Sample Characteristic for each Wheels Sample Lease (except for Sample Lease Numbers 3, 7, 10, 12, 14, 32, 34, 35, 36, 41, 52, 53, 54, 55, 56, 57, 62, 67, 72, 74, 75, 79,
80, 81, 82, 88, 90, 92, 96, 106, 109, 111, 114, 115, 122,123, 125, 126, 128, 135 and 150), the Servicer, on behalf of the Issuer, instructed us to use the Memo of Delivery as the Source Document.
|
Exhibit 2 to Attachment A
Page 1 of 3
|
Donlen
Sample Characteristic
|
Data File Field Name
|
Source Document(s)
|
Note(s)
|
|||
VIN
|
VIN
|
Title or Donlen Schedule A
|
i.
|
|||
Lessee name
|
RELATIONSHIP
|
(a) Donlen Lease Contract or
(b) Donlen Lease Contract and System Screen Shots
|
ii., iii.
|
|||
Funding description
|
FUNDING_DESCRIPTION
|
Donlen Schedule A or System Screen Shots
|
iv., v.
|
|||
Reserve factor
|
RESERVE_RATE
|
(a) Donlen Schedule A,
(b) System Screen Shots or
(c) Donlen Reserve Rate Changes Schedules
|
v., vi.
|
|||
Make
|
MAKE
|
Donlen Schedule A
|
ii.
|
|||
Model
|
MODEL
|
Donlen Schedule A
|
ii.
|
|||
Original stipulated cost
|
STIPULATED_COST_AMT
|
Donlen Schedule A
|
i. |
For identification purposes only.
|
ii. |
For the purpose of comparing the indicated Donlen Sample Characteristics for each Donlen Sample Lease, the Servicer, on behalf of the Issuer, instructed us to ignore differences that appear to be due to abbreviations, hyphenations,
truncations, legal entity descriptors or additional words or descriptions (and in accordance with any other applicable note(s)).
|
iii. |
For the purpose of comparing the lessee name Donlen Sample Characteristic for each Donlen Sample Lease, the Servicer, on behalf of the Issuer, instructed us to use the Donlen Lease Contract or the Donlen Lease Contract and System Screen
Shots, as applicable, showing any customer hierarchy or relationship information, as the Source Documents (and in accordance with any other applicable note(s)).
|
Exhibit 2 to Attachment A
Page 2 of 3
|
iv. |
For the purpose of comparing the funding description Donlen Sample Characteristic for each Donlen Sample Lease, the Servicer, on behalf of the Issuer, instructed us to:
|
(a) |
Ignore the index duration and any indication of rounding, as applicable, in the funding description, as shown in the Donlen Schedule A, as applicable,
|
(b) |
Use the funding description, as shown in the Donlen Schedule A and/or the System Screen Shots, as applicable, in accordance with the decode information shown on the Wheels and Donlen Funding Description Mapping Schedules and
|
(c) |
Ignore the first two letters in the rate name corresponding to the Donlen commercial paper Donlen Schedule A description, both as shown on the Wheels and Donlen Funding Description Mapping Schedules, as applicable,
|
v. |
The Servicer, on behalf of the Issuer, indicated that certain of the System Screen Shots contained account activity that occurred after the Cut-off Date. For the purpose of comparing the indicated Donlen Sample Characteristics for each
Donlen Sample Lease, the Servicer, on behalf of the Issuer, instructed us to only consider account activity that occurred on or prior to the Cut-off Date (and in accordance with any other applicable note(s)).
|
Exhibit 2 to Attachment A
Page 3 of 3
|
vi. |
For the purpose of comparing the reserve factor Donlen Sample Characteristic for each Donlen Sample Lease (except for Sample Lease Numbers 163, 165, 166, 177, 178, 180, 182, 183, 186, 194 and 199), the Servicer, on behalf of the Issuer,
instructed us to use the Donlen Schedule A as the Source Document.
|
(a) |
Donlen Reserve Rate Changes Schedules as the Source Document and
|
(b) |
Reserve rate with the latest depreciation date (Dep_dt), as shown on the Donlen Reserve Rate Changes Schedules, that was on or before the Cut-off Date.
|
Exhibit 3 to Attachment A
|
Sample
Lease Number
|
Donlen
Sample Characteristic
|
Data File Value
|
Source
Document Value
|
|||
152
|
Reserve factor
|
1.58
|
1.57
|
|||
154
|
Reserve factor
|
1.49
|
1.47
|
|||
164
|
Reserve factor
|
1.44
|
1.42
|
Exhibit 4 to Attachment A
Page 1 of 2 |
LeasePlan
Sample Characteristic
|
LeasePlan Data
File Field Name(s)
|
Source Document(s)
|
Note(s)
|
|||||
VIN
|
VIN
|
Title or LeasePlan Schedule A
|
i.
|
|||||
Lessee name
|
OBLIGOR_NAME
|
(a)
|
LeasePlan Lease Contract or
|
ii., iii.
|
||||
(b) |
LeasePlan Lease Contract and LeasePlan System Screen Shots
|
|||||||
Funding description
|
(a)
|
BASE_RATE_NAME and SPREAD_RATE or
|
LeasePlan Schedule A
|
iv., v.
|
||||
(b) |
BASE_RATE_NAME
|
|||||||
Reserve factor
|
LL_DEPRECIATION_RATE
|
LeasePlan Schedule A
|
vi., vii.
|
|||||
Make
|
MAKE
|
LeasePlan Schedule A
|
||||||
Model
|
MODEL_DESC
|
LeasePlan Schedule A
|
ii.
|
|||||
Original stipulated cost
|
LL_CAP_COST_AMT
|
LeasePlan Schedule A
|
i. |
For identification purposes only.
|
ii. |
For the purpose of comparing the indicated LeasePlan Sample Characteristics for each LeasePlan Sample Lease, the Servicer, on behalf of the Issuer, instructed us to ignore differences that appear to be due to abbreviations, hyphenations,
truncations, legal entity descriptors or additional words or descriptions (and in accordance with any other applicable note(s)).
|
iii. |
For the purpose of comparing the lessee name LeasePlan Sample Characteristic for each LeasePlan Sample Lease, the Servicer, on behalf of the Issuer, instructed us to use the LeasePlan Lease Contract or the LeasePlan Lease Contract and
LeasePlan System Screen Shots, as applicable, showing any customer hierarchy information, as applicable, as the Source Documents (and in accordance with any other applicable note(s)).
|
Exhibit 4 to Attachment A
Page 2 of 2 |
iv. |
For the purpose of comparing the funding description LeasePlan Sample Characteristic for each LeasePlan Sample Lease (except for LeasePlan Sample Leases described in the succeeding paragraph(s) of this note), the Servicer, on behalf of
the Issuer, instructed us to compare the BASE_RATE_NAME and SPREAD_RATE, both as shown on the LeasePlan Data File, to the corresponding LeasePlan Schedule A Source Document (and in accordance with any other applicable note(s)).
|
v. |
For the purpose of comparing the funding description LeasePlan Sample Characteristic for each LeasePlan Sample Lease (and in accordance with any other applicable note(s)), the Servicer, on behalf of the Issuer, instructed us to:
|
(a) |
Ignore the index duration and any indication of rounding, as applicable, in the funding description, as shown in the LeasePlan Schedule A, as applicable, and
|
(b) |
Use the funding description, as shown in the LeasePlan Schedule A, in accordance with the decode information shown on the LeasePlan Funding Description Mapping Schedule, as applicable.
|
vi. |
For the purpose of comparing the reserve factor LeasePlan Sample Characteristic for each LeasePlan Sample Lease, the Servicer, on behalf of the Issuer, instructed us to ignore absolute differences of +/- 0.0001% or less (and in
accordance with any other applicable note(s)).
|
vii. |
For the purpose of comparing the reserve factor LeasePlan Sample Characteristic for each LeasePlan Sample Lease, the Servicer, on behalf of the Issuer, instructed us to only compare the reserve factor LeasePlan Sample Characteristic if
the LeasePlan Sample Lease had a lease type (LL_TYPE) value of “OPEN END,” as shown on the LeasePlan Data File (and in accordance with any other applicable note(s)).
|
Exhibit 5 to Attachment A
|
Sample
Lease Number
|
LeasePlan
Sample Characteristic
|
LeasePlan
Data File Value
|
Source
Document Value
|
|||
216
|
Reserve factor
|
1.94%
|
2.08333%
|
|||
221
|
Reserve factor
|
1.61%
|
1.66666%
|
|||
244
|
Reserve factor
|
1.45%
|
1.66666%
|
|||
Make
|
MISCELLANEOUS E
|
TRAILER
|
||||
Model
|
MISCELLANEOUS TRAILER
|
TEXAS PRIDE 8.5X35 + 5
|
||||
245
|
Reserve factor
|
1.69%
|
1.66666%
|
|||
247
|
Reserve factor
|
1.68%
|
1.66666%
|
|||
248
|
Original stipulated cost
|
33,694.61
|
34,229.31
|
|||
249
|
Lessee name
|
<REDACTED>
|
<REDACTED>
|
|||
Reserve factor
|
1.24%
|
1.38888%
|