The information in this prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED OCTOBER 7, 2026

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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.

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The concentration of leased vehicles among particular models means that the notes will be more sensitive to the residual values of those models.

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The rate at which lessees elect to turn-in their leased vehicles at the end of their lease term could adversely affect residual values.

Risks Relating to MBFS USA

Risk Factors

You should consider the following risk factors in deciding whether to purchase the notes.  The following risk factors describe the principal risk factors of an investment in the notes:

Risks Relating to the Characteristics of the Notes and Transaction Structure

Overview of the Transaction

Please refer to “Summary of Transaction” for a diagram providing an overview of the transaction described in this prospectus.

Dealers have assigned, and will assign, leases and the related vehicles to the Titling Trust.  The Titling Trust was created to facilitate the titling of motor vehicles in connection with the securitization of motor vehicle leases.  The Titling Trust has issued to the Initial Beneficiary the Specified Interest.  The Titling Trust Administrator will deliver a notice from the Initial Beneficiary to the Titling Trustee to the effect that:

The Exchange Note will represent debt secured by the Leases and Leased Vehicles included in the Reference Pool.  Upon creation of the Exchange Note, the Reference Pool Assets will no longer be a part of the assets of the Titling Trust represented by the revolving facility pool, and the interest in the Titling Trust Assets represented by the revolving facility pool will be reduced accordingly.  The Exchange Note will evidence an indirect interest, rather than a direct legal interest, in the Reference Pool Assets.  Payments made on or in respect of any Titling Trust Assets other than the Reference Pool Assets will not be available to make payments on the Notes or the Certificates.  The Initial Beneficiary has previously executed, and will continue from time to time to execute, notices to the Titling Trust Administrator to permit the creation of additional exchange notes other than the Exchange Note.  The Issuer (and, accordingly, Noteholders) will have no interest in the Specified Interest, any Other Exchange Note or any other assets of the Titling Trust Assets.  See “The Exchange Note” and “The Titling Trust.”

The Titling Trust will issue to MBFS USA the Exchange Note.  MBFS USA, as Sponsor, will sell, transfer and assign its interest in the Exchange Note to the Depositor.  The Depositor will in turn transfer and assign its interest in the Exchange Note to the Issuer.  The Issuer will issue four classes of Notes in an amount equal to the Initial Note Balance.  The Issuer will also issue one class of Certificates.  The Issuer will pledge the Exchange Note to the Indenture Trustee as security for the Notes.  Each Note will represent an obligation of, and each Certificate will represent a fractional undivided interest in, the Issuer.  Payments in respect of the Certificates will be subordinated to payments in respect of the Notes to the extent described herein.  The Notes (other than the Class A-1 Notes) are being offered hereby.  The Certificates are not being offered to you in this offering.

The Sponsor will also act as the Servicer of the Leases and the related Leased Vehicles.  The Servicer will service the Leases and related Leased Vehicles pursuant to the Servicing Agreement and will be compensated for those services as described under “Description of the Transaction Documents—Servicing Compensation.”

Use of Proceeds

MBFS USA will sell the Exchange Note and certain related property to the Depositor.  The Depositor in turn will transfer the Exchange Note and related property to the Issuer in exchange for the Notes and the Certificates.  The Depositor will use the net proceeds from the sale of the offered Notes to the underwriters (1) as partial consideration for the purchase of the Exchange Note from MBFS USA, (2) to deposit an amount equal to the Reserve Fund Deposit into the Reserve Fund and (3) to pay expenses incurred in connection with the issuance and sale of the Notes.

No expenses incurred in connection with the selection of the Leases and Leased Vehicles or the allocation of the Leases and Leased Vehicles to the Reference Pool will be payable from the offering proceeds.

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acquiring, holding and managing the Exchange Note sold to the Issuer on the Closing Date, the other assets of the Issuer, and the proceeds of the Exchange Note and the other assets;

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issuing and executing the Notes and Certificates;

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using (or permitting the Depositor to use) the proceeds of the sale of the Notes to (1) fund the Reserve Fund, (2) pay the organizational, start-up and transactional expenses of the Issuer and (3) pay the balance to the Depositor;

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assigning and pledging the property of the Issuer to the Indenture Trustee;

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paying interest on and principal of the Notes to the Noteholders and any excess collections to the Certificateholders;

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entering into and performing its obligations under the Transaction Documents to which it is a party; and

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engaging in those activities, including entering into agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

Class A-1 Notes(1)			$	256,200,000.00
Class A-2A Notes	}			372,800,000.00
Class A-2B Notes
Class A-3 Notes				372,800,000.00
Class A-4 Notes				59,600,000.00
Initial Overcollateralization				158,594,331.90
Total			$	1,219,994,331.90

Class A-1 Notes(1)			$	320,000,000.00
Class A-2A Notes	}			466,400,000.00
Class A-2B Notes
Class A-3 Notes				466,400,000.00
Class A-4 Notes				69,600,000.00
Initial Overcollateralization				197,609,984.18
Total			$	1,520,009,984.18

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will allocate the Leases and Leased Vehicles from the revolving facility pool to the Reference Pool; and

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will issue the Exchange Note secured by the Reference Pool to the Lender.

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the rights of the Issuer in the Exchange Note issued by the Titling Trust, including the right to receive payments with respect to the Exchange Note;

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the rights of the Issuer to funds on deposit from time to time in certain trust accounts established pursuant to the Indenture, the Servicing Supplement or the Trust Agreement, as applicable, including all investment earnings thereon (net of losses and investment expenses);

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the rights of the Issuer under the Transaction Documents, including the rights of the Issuer, as assignee of the Depositor under the First-Tier Sale Agreement and the rights of the Issuer as a third-party beneficiary of the Servicing Agreement and the Exchange Note Supplement; and

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all proceeds of the foregoing, which shall include Sales Proceeds.

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the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any State;

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the entity expressly assumes the Issuer’s obligation to make due and punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Issuer under the Indenture;

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no event that is, or with notice or lapse of time or both would become, an Event of Default shall have occurred and be continuing immediately after the merger or consolidation;

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the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency and each Rating Agency, within a specified amount of time, either (1) confirms in writing that such consolidation or merger shall not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such consolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn;

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the Issuer has received an opinion of counsel to the effect that (1) following such consolidation or merger, the Issuer (or the surviving entity or transferee) will not be classified as (a) an association or (b) a publicly traded partnership taxable as a corporation, each for United States federal income tax purposes, (2) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (3) such consolidation or merger will not 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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any action as is necessary to maintain the lien and security interest created by the Indenture shall have been taken; and

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the Issuer has delivered to the Servicer, the Depositor and the Indenture Trustee an opinion of counsel and an officer’s certificate each stating that such consolidation or merger satisfies all requirements under the Indenture.

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engage in any business or activities other than financing, purchasing, owning, acquiring, selling, pledging and managing the Exchange Note;

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sell, transfer, exchange or otherwise dispose of any of its assets;

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claim any credit on or make any deduction from the principal and interest payable in respect of the Notes, other than amounts withheld under the Internal Revenue Code or applicable State law, or assert any claim against any present or former holder of the Notes because of the payment of taxes levied or assessed upon the Issuer or its property;

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dissolve or liquidate in whole or in part;

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permit the lien of the Indenture to be subordinated or otherwise impaired, except as may be expressly permitted by the Indenture;

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permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations under the Indenture except as may be expressly permitted thereby;

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permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Issuer or any part thereof, or any interest therein or the proceeds thereof, except for tax, mechanics’ or certain other liens on the Leased Vehicles (arising solely as a result of an action or omission of the related lessee) and except as may be created by the terms of the Indenture;

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permit the lien of the Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or

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incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Transaction Documents.

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creating the Issuer by filing a certificate of trust with the Delaware Secretary of State;

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maintaining (or causing to be maintained) a certificate distribution account for the benefit of the Certificateholders; and

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executing documents on behalf of the Issuer.

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the Servicer under the Servicing Agreement, the Exchange Note Supplement or the Asset Representations Review Agreement;

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the Administrator under the Trust Agreement, the Administration Agreement, the Indenture or the Asset Representations Review Agreement;

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the Depositor under the Second-Tier Sale Agreement or the Trust Agreement; or

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the Indenture Trustee under the Indenture.

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the last Lease is paid in full, settled, sold or charged off and all collections are applied; or

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the Issuer has paid all the Notes in full and all other amounts payable by it under the Transaction Documents.

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will perform those duties and only those duties that are specifically set forth in the Indenture and no implied covenants or obligations shall be read into the Indenture against the Indenture Trustee;

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may, in the absence of bad faith, rely conclusively on certificates or opinions furnished to the Indenture Trustee which conform to the requirements of the Indenture as to the truth of the statements and the correctness of the opinions expressed in those certificates or opinions; and

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will examine any certificates and opinions which are specifically required to be furnished to the Indenture Trustee under the Indenture to determine whether or not they conform to the requirements of the Indenture.

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for any error of judgment made by it in good faith unless it is proved that it was negligent in ascertaining the pertinent facts;

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for any action it takes or omits to take in good faith in accordance with directions received by it from the Noteholders in accordance with the terms of the Indenture; or

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for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing.

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ceases to be eligible to continue as the Indenture Trustee under the Indenture;

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is adjudged to be bankrupt or insolvent;

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comes under the charge of a receiver or other public officer; or

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otherwise becomes incapable of acting.

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reviewing each review lease following receipt of a review notice from the Indenture Trustee; and

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providing a report on the results of the review to the Issuer, the Servicer and the Indenture Trustee.

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leases originated by MBFS USA and assigned by dealers pursuant to dealer agreements entered into with MBFS USA, all monies due from lessees under such leases and all proceeds thereof;

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the related leased vehicles, together with all accessories, additions and parts constituting a part thereof and all accessions thereto and all proceeds thereof;

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proceeds from sales of the leased vehicles;

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the rights to proceeds from any physical damage, liability or other insurance policies, if any, covering the leases or the related lessees or the leased vehicles; and

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all proceeds of the foregoing.

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engage in any activity other than a permitted transaction described below;

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create, incur or assume any indebtedness, other than pursuant to any Titling Trust debts, including the Exchange Note, any enhancement or any transactions entered into in connection therewith, in each case in accordance with the Titling Trust documents;

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become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Initial Beneficiary or any of its affiliates, except in connection with a permitted transaction described below;

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make or suffer to exist any loans or advances to, or extend any credit to, or make any investments in, any affiliate other than in connection with certain permitted transactions;

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enter into any transaction of merger or consolidation with or into any other entity, or convey its properties and assets substantially in their entirety to any entity, other than with respect to certain permitted transactions;

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become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any certificate, any notice of registered pledge, any Titling Trust debt, any Titling Trust debt document or any other any documents relating to a permitted transaction; and

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amend, modify, alter, change or repeal the provisions of the Titling Trust Agreement that require the Titling Trust to be operating as a special-purpose, bankruptcy remote entity; provided, however, that, the Titling Trust may amend, alter, change or repeal any provision contained in the certificate of trust or the Titling Trust documents in a manner now or hereafter prescribed by the Delaware Statutory Trust Act.

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holding title to Titling Trust leases and related vehicles and other Titling Trust Assets for the benefit of the holders of the related titling trust certificates, all in accordance with the terms of the Titling Trust documents and the servicing agreements;

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issuing Specified Interest Certificates representing a separate series of beneficial interest in the Titling Trust and the related Titling Trust Assets in accordance with the terms of the Titling Trust documents and the related specification notice;

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at the direction of the holders of any Specified Interest Certificates relating to the Specified Interest, issuing one or more Titling Trust debts, including exchange notes, with respect to such Specified Interest, entering into the related Titling Trust document and pledging any or all of the related specified assets to secure such Titling Trust debts;

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assigning or otherwise transferring title to Titling Trust leases, Titling Trust leased vehicles and Titling Trust Assets to, or to the order of, the holders of the related Specified Interest Certificates; and

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borrowing on a revolving basis or otherwise under one or more Titling Trust debt documents or any other arrangements, as from time to time in effect, to finance the purchase of leases and related vehicles.

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its willful malfeasance or gross negligence; or

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its breach of its representations and warranties made in the Titling Trust documents.

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hold a security interest in the collateral for the benefit of the Lender and the holders of the exchange notes;

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execute and deliver all supplements and amendments to the Collateral Agency Agreement and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office) in order to (1) maintain or preserve the security interest (and the priority of such security interest) granted under the Collateral Agency Agreement or carry out the purposes of the Collateral Agency Agreement, (2) perfect, publish notice of or protect the validity of any security interest granted pursuant to the Collateral Agency Agreement, (3) enforce the collateral or (4) preserve and defend title to the collateral and the rights of the holder of the Exchange Note in such collateral against the claims of all persons;

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if so determined by the Servicer pursuant to the Servicing Agreement, cause the certificate of title for each Leased Vehicle to reflect “Collateral Title Co.” (or, for Leased Vehicles titled prior to the change of name described above, “Daimler Title Co.”), or such substantially similar words as the relevant State’s registrar of titles will accept, as the recorded lienholder or recorded holder of a security interest in such Leased Vehicle;

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with respect to each Leased Vehicle that is permitted or required by the Transaction Documents to be sold or otherwise disposed of by the Titling Trust, take all action necessary to cause (1) the security interest granted pursuant to the Collateral Agency Agreement in such Leased Vehicle to be released and (2) the evidence of the Collateral Agent as lienholder on the related certificate of title to be removed; and

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take the actions required to be taken by the Collateral Agent pursuant to the Collateral Agency Agreement.

		At June 30,
		2026				2025
Number of Lease Contracts Outstanding			351,215				300,983
Lease Contracts Outstanding ($ in thousands)(1)		$	20,910,359			$	18,441,716

		At December 31,
		2025				2024				2023				2022				2021
Number of Lease Contracts Outstanding			326,705				280,451				270,331				322,094				419,393
Lease Contracts Outstanding ($ in thousands)(1)		$	19,905,543			$	17,123,419			$	15,187,763			$	15,933,143			$	19,851,448

(1)	Outstanding balance is equal to the net book value of the related lease.

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Skip Trace Technology – Provides access to databases that offer current address and telephone information on customers that have relocated;

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Collections Management System– Provides account information required for collection agents to discuss and resolve delinquency;

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Imaging System – Allows collection agents to view customer account documents online;

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Multiple Payment Options – Enables on-the-spot phone pay transactions to cure delinquency at the time of telephone contact;

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Quality Monitoring System – Facilitates coaching critical collection behaviors necessary to produce effective telephone contacts; and

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Speech Analytics Tool– Vendor search engine for data associated with recorded calls.

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upon unsatisfactory resolution of a bankruptcy proceeding or the incurrence of an uninsured loss; or

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upon a determination by MBFS that the leased vehicle is of no value or the leased vehicle is abandoned by MBFS USA due to condition and cost to repossess.

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Fixed extension:  any extension of four months or greater require confirmation of a purchase order on a new vehicle; extension may be granted up to three months without a purchase order, however, dealer engagement is required; MB USA will provide estimated delivery dates for purchase orders in which leases are approved for extensions up to 12 months; and

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Open extension:  month-to-month.

		At June 30,
		2026				2025
Lease Contracts Outstanding ($)(3)		$	20,910,359			$	18,441,716
Number of Lease Contracts Outstanding			351,215				300,983

		Units				%				Units				%
Number of Lease Contracts Delinquent
31-60 days			1,802				0.51	%			1,844				0.61	%
61-90 days			614				0.17	%			634				0.21	%
91-120 days			194				0.06	%			201				0.07	%
more than 120 days			109				0.03	%			67				0.02	%
Total			2,719				0.77	%			2,746				0.91	%

		At December 31,
		2025				2024				2023				2022				2021
Lease Contracts Outstanding ($)(3)		$	19,905,543			$	17,123,419			$	15,187,763			$	15,933,143			$	19,851,448
Number of Lease Contracts Outstanding			326,705				280,451				270,331				322,094				419,393

		Units				%				Units				%				Units				%				Units				%				Units				%
Number of Lease Contracts Delinquent
31 – 60 days			1,937				0.59	%			1,936				0.69	%			2,431				0.90	%			1,863				0.58	%			1,998				0.48	%
61 – 90 days			638				0.20	%			633				0.23	%			898				0.33	%			616				0.19	%			568				0.14	%
91 – 120 days			231				0.07	%			261				0.09	%			359				0.13	%			264				0.08	%			223				0.05	%
More than 120 days			88				0.03	%			79				0.03	%			261				0.10	%			135				0.04	%			32				0.01	%
Total			2,894				0.89	%			2,909				1.04	%			3,949				1.46	%			2,878				0.89	%			2,821				0.67	%

(1)	Data presented in the table is based upon lease balance for new and pre-owned automobiles (including those that have been sold but are serviced by MBFS USA).

(2)	Percentages and numbers may not add to total due to rounding.

(3)	Outstanding balance is equal to the net book value of the related lease.

		For the Six Months Ended June 30,
		2026				2025
Lease Contracts Outstanding ($)(2)		$	20,910,359			$	18,441,716
Average Lease Contracts Outstanding ($)		$	20,462,955			$	17,963,558
Number of Lease Contracts Outstanding			351,215				300,983
Average Number of Lease Contracts Outstanding(3)			340,268				293,237
Number of Repossessions Sold(4)			1,311				1,474
Number of Repossessions Sold as a Percentage of the Average Number of Lease Contracts Outstanding(7)			0.77	%			1.01	%
Charge-offs ($)(5)		$	68,742			$	75,419
Recoveries ($)(6)		$	(23,248	)		$	(31,408	)
Net Losses ($)		$	45,494			$	44,011
Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding(7)			0.44	%			0.49	%

		For the Year Ended December 31,
		2025				2024				2023				2022				2021
Lease Contracts Outstanding ($)(2)		$	19,905,543			$	17,123,419			$	15,187,763			$	15,933,143			$	19,851,448
Average Lease Contracts Outstanding ($)		$	18,704,608			$	15,860,247			$	15,328,603			$	17,655,380			$	21,465,719
Number of Lease Contracts Outstanding			326,705				280,451				270,331				322,094				419,393
Average Number of Lease Contracts Outstanding(3)			305,454				267,618				289,490				366,090				458,249
Number of Repossessions Sold(4)			2,761				2,491				1,657				1,287				1,230
Number of Repossessions Sold as a Percentage of the Average Number of Lease Contracts Outstanding			0.90	%			0.93	%			0.57	%			0.35	%			0.27	%
Charge-offs ($)(5)		$	145,531			$	167,670			$	112,217			$	75,680			$	69,187
Recoveries ($)(6)		$	(57,968	)		$	(50,987	)		$	(34,952	)		$	(38,705	)		$	(48,579	)
Net Losses ($)		$	87,563			$	116,683			$	77,265			$	36,974			$	20,608
Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding			0.47	%			0.74	%			0.50	%			0.21	%			0.10	%

(1)	Data presented in the table is based upon Lease Balance for new and pre-owned automobiles (including those that have been sold but are serviced by MBFS USA).

(2)	Outstanding balance is equal to the net book value of the related lease.

(3)	Averages are computed by taking an average of the month-end outstanding amounts for each period presented.

(4)	Accounts where the vehicle was repossessed and sold.

(5)

Charge-offs generally represent the total aggregate outstanding Lease Balance of the Leases determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in note (6).  For a description of MBFS USA’s charge-off policy and a description of recent changes to that policy, see “MBFS USA—Charge-offs.”

(6)	Recoveries generally include amounts received with respect to lease contracts previously charged-off, net of the proceeds realized in connection with the sale of the related leased vehicles.

(7)	Percentages are annualized for partial year data.

		For the Six Months Ended June 30,
		2026				2025
Total Number of Vehicles Terminated(2)			39,393				48,495
Number of Vehicles Returned to MBFS USA(2)			19,801				24,025
Vehicles Returned to MBFS USA Ratio			50.27	%			49.54	%
Total Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA(3) (4)		$	8,595,971			$	(28,875,514	)
Average Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA(3) (4)		$	434			$	(1,202	)
Total ALG Residual on Vehicles Returned  to MBFS USA(3)		$	752,363,271			$	855,031,032
Total Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA as a Percentage of  ALG Residuals of Returned Vehicles sold by MBFS USA(3) (4)			1.14	%			(3.38	)%

		For the Year Ended December 31,
		2025				2024				2023				2022				2021
Total Number of Vehicles Terminated(2)			85,138				106,005				133,330				157,572				185,294
Number of Vehicles Returned to MBFS USA(2)			41,091				40,600				28,440				30,134				92,093
Vehicles Returned to MBFS USA Ratio			48.26	%			38.30	%			21.33	%			19.12	%			49.70	%
Total Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA(3)(4)		$	(9,031,444	)		$	87,387,030			$	131,464,875			$	122,871,847			$	407,281,547
Average Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA(3)(4)		$	(220	)		$	2,152			$	4,623			$	4,078			$	4,423
Total ALG Residual on Vehicles Returned to MBFS USA(3)		$	1,452,881,072			$	1,264,951,483			$	831,442,928			$	869,796,664			$	2,526,540,991
Total Gain/(Loss) on Residuals on Vehicles Returned to MBFS USA as a Percentage of ALG Residuals of Returned Vehicles sold by MBFS USA(3)(4)			(0.62	)%			6.91	%			15.81	%			14.13	%			16.12	%

(1)	Data presented in the table is based upon lease balances for new and pre-owned automobiles (including those that have been sold but are serviced by MBFS USA).

(2)	Excludes repossessions, skips and vehicles in inventory, but includes early terminations.

(3)	If ALG at inception was not available, the gain/(loss) was calculated based on the related contract residual value.

(4)	Residual loss is net of remarketing expenses and end of lease collections.

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amounts in the Exchange Note Collection Account for the Reference Pool, received in respect of the Leases or the sale or other disposition of the Leased Vehicles after the Cutoff Date;

•

certain monies due under or payable in respect of the Leases and the Leased Vehicles after the Cutoff Date, including the right to receive payments made to the Titling Trust, the Titling Trustee or the Servicer under any insurance policy relating to the Leases, the Leased Vehicles or the related lessees;

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the right to receive the proceeds of any dealer recourse;

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all other assets of the Titling Trust related to the Leases and the Leased Vehicles; and

•

all proceeds of the foregoing.

(1)

to the Servicer, the Servicing Fee (plus any overdue Servicing Fees for one or more prior Collection Periods) and any Nonrecoverable Advances for the related Collection Period;

(2)

to the Issuer, in its capacity as owner of the Exchange Note, the Exchange Note Interest Payment Amount;

(3)

to the Issuer, in its capacity as owner of the Exchange Note, the Exchange Note Principal Payment Amount, as a payment of principal of the Exchange Note until the Exchange Note balance has been reduced to zero;

(4)

the amount, if any, by which the amounts payable by the Issuer on the Notes under clauses (1) through (7) under “Application of Available Funds —Priority of Payments” (or, if applicable, under clauses (1) through (5) under “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”) on that Payment Date exceed the amount it received pursuant to clauses (2) and (3) above on that Payment Date; and

(5)

all remaining amounts, to be distributed to the Issuer for distribution on the Certificates.

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sell, transfer and assign to the Issuer, without recourse, all of its right, title and interest in and to the Exchange Note, including all collections thereon, under the Second-Tier Sale Agreement; and

•

deliver the Exchange Note to the Issuer.

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the Titling Trust fails to pay or cause to be paid any part of the interest due and payable on the Exchange Note specified in the Exchange Note Supplement and that failure continues for five Business Days after the due date;

•

the Titling Trust fails to pay or cause to be paid any principal of the Exchange Note on the final scheduled maturity date of the Exchange Note and, if such failure is due to an administrative omission, mistake or technical difficulty, that failure continues for five Business Days after the date when such principal became due;

•

there is a default in the observance or performance of any covenant or agreement of the Titling Trust made in the Collateral Agency Agreement or the Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by another Exchange Note Default), the holders of the Exchange Note are materially and adversely affected by such default and such default is not cured on or before the 60th day after the Titling Trust has received a notice from the holders of the Exchange Note that states that it is a “notice of Exchange Note Default” and specifies the default; and

•

any representation or warranty of the Titling Trust made in the Collateral Agency Agreement, the Exchange Note Supplement or in any certificate or other document delivered in connection with the Collateral Agency Agreement or the Exchange Note Supplement proves to have been incorrect as of the time made, the holders of the Exchange Note are materially and adversely affected by such incorrectness and such incorrectness is not cured on or before the 60th day after the Titling Trust has received a notice from such holders of the Exchange Note that states that it is a “notice of Exchange Note Default” and specifies the default.

•

The sum of (1) all unpaid monthly payments that have accrued up to the date of termination, plus (2) all other unpaid amounts, other than excess wear and use and mileage charges due under the Lease, plus (3) all official fees and taxes related to the Lease or the Leased Vehicle in connection with Lease termination, plus (4) any turn-in fee specified in the Lease, plus (5) any positive amount determined by subtracting the Leased Vehicle’s then fair market wholesale value from the adjusted lease balance, plus (6) any early termination fee specified in the Lease.

•

The sum of (1) all monthly payments not yet due under the Lease, plus (2) all unpaid monthly payments that have accrued up to the date of termination, plus (3) all other unpaid amounts due under the Lease, plus (4) all official fees and taxes related to the Lease or the Leased Vehicle in connection with lease termination, plus (5) any turn-in fee specified in the Lease, plus (6) any amounts assessed by the Servicer as a result of excessive wear and tear or excess mileage.

•

take any reasonable measures to correct the default or save MBFS USA from loss;

•

terminate the Lease and the lessee’s rights to use and possess the Leased Vehicle, and if the lessee does not voluntarily return the Leased Vehicle, take possession of the Leased Vehicle by any method permitted by law;

•

make a claim for insurance, service, maintenance or other optional contract benefits or refunds available on the lessee’s default and apply such amounts to the amount owed under the Lease; or

•

pursue any other remedy permitted by law.

•

was originated in one of the 50 States of the United States;

•

is secured by a new Mercedes-Benz passenger car or sport utility vehicle or one that has been used in the Mercedes-Benz Courtesy Vehicle Program, in each case with a model year between 2022 and 2026, inclusive, that is not powered by a diesel engine (under the Courtesy Vehicle Program, new vehicles are used by Dealers for loaner, demonstration or similar purposes for a limited period and under 10,000 miles);

•

had an original term to maturity of not more than 60 months and not fewer than 13 months;

•

provides for level scheduled monthly payments that fully amortize the initial Lease Balance of the lease at the Contract Rate to the related Contract Residual Value over the lease term;

•

is not delinquent by more than 30 days and is not a defaulted lease;

•

does not relate to a lessee who is the subject of a bankruptcy proceeding;

•

was originated in compliance with customary origination practices;

•

relates to a Lease that had a Securitization Value as of the Cutoff Date no greater than $250,000 and no less than $15,000; and

•

was not selected using selection procedures believed by MBFS USA to be adverse to the Noteholders.

Historical Delinquency Status		Number of 2026-B Leases				Percentage of Total Number of 2026-B 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)			602				2.77	%		$	33,799,777.65				2.77	%
Delinquent at least once for 61 days or more			0				0.00				0.00				0.00
No history of delinquency			21,148				97.23				1,186,194,554.25				97.23
Total			21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

(2)	Delinquent no more than once for 31-60 days represents Leases that were delinquent once but never exceeded 60 days past due.

Historical Delinquency Status		Number of 2026-B Leases				Percentage of Total Number of 2026-B 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)			776				2.87	%		$	43,773,289.69				2.88	%
Delinquent at least once for 61 days or more			0				0.00				0.00				0.00
No history of delinquency			26,293				97.13				1,476,236,694.49				97.12
Total			27,069				100.00	%		$	1,520,009,984.18				100.00	%

Cutoff Date Aggregate Securitization Value		$	1,219,994,331.90
Number of 2026-B Leases			21,750
Average Securitization Value		$	56,091.69
Securitization Value Range		$	16,144.75 to $244,975.11
Percentage Mercedes-Benz Passenger Cars			46.00	%
Percentage Mercedes-Benz Sport Utility Vehicles / Crossovers			54.00	%
Aggregate Residual Value		$	845,482,773.82
Aggregate Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value			69.30	%
Average Residual Value		$	38,872.77
Residual Value Range		$	12,394.00 to $135,600.00
Aggregate of Discounted Residual(1) as a Percentage of the Cutoff Date Aggregate Securitization Value			56.19	%
Weighted Average Original Term(2)		38.63 months
Original Term Range		13 to 60 months
Weighted Average Remaining Term(2)		25.61 months
Remaining Term Range		1 to 56 months
Weighted Average FICO® Score(2)			788.34
Range of FICO® Scores		600 to 899

(1)	Discounted by the Securitization Rate.

(2)	Weighted by Cutoff Date Aggregate Securitization Value.

Cutoff Date Aggregate Securitization Value		$	1,520,009,984.18
Number of 2026-B Leases			27,069
Average Securitization Value		$	56,153.16
Securitization Value Range		$	16,144.75 to $244,975.11
Percentage Mercedes-Benz Passenger Cars			45.91	%
Percentage Mercedes-Benz Sport Utility Vehicles / Crossovers			54.09	%
Aggregate Residual Value		$	1,052,946,509.44
Aggregate Residual Values as a Percentage of the Cutoff Date Aggregate Securitization Value			69.27	%
Average Residual Value		$	38,898.61
Residual Value Range		$	12,394.00 to $135,600.00
Aggregate of Discounted Residual(1) as a Percentage of the Cutoff Date Aggregate Securitization Value			56.16	%
Weighted Average Original Term(2)		38.64 months
Original Term Range		13 to 60 months
Weighted Average Remaining Term(2)		25.64 months
Remaining Term Range		1 to 56 months
Weighted Average FICO® Score(2)			788.43
Range of FICO® Scores		600 to 899

(1)	Discounted by the Securitization Rate.

(2)	Weighted by Cutoff Date Aggregate Securitization Value.

Original Term to Maturity (months)			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
13-24				3,242				14.91	%		$	154,756,960.70				12.69	%
25-36				9,585				44.07				511,100,025.44				41.89
37-48				8,076				37.13				490,017,701.34				40.17
49-60				847				3.89				64,119,644.42				5.26
Total				21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

Original Term to Maturity (months)			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
13-24				4,067				15.02	%		$	194,009,884.37				12.76	%
25-36				11,803				43.60				630,102,788.60				41.45
37-48				10,150				37.50				616,495,625.26				40.56
49-60				1,049				3.88				79,401,685.95				5.22
Total				27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

Remaining Term to Maturity (months)			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
1-12				4,190				19.26	%		$	194,822,340.12				15.97	%
13-24				7,446				34.23				361,934,222.92				29.67
25-36				7,234				33.26				452,227,251.01				37.07
37-48				2,819				12.96				199,341,270.16				16.34
49-60				61				0.28				11,669,247.69				0.96
Total				21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

Remaining Term to Maturity (months)			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
1-12				5,176				19.12	%		$	241,077,251.92				15.86	%
13-24				9,303				34.37				452,011,795.70				29.74
25-36				8,980				33.17				562,532,151.56				37.01
37-48				3,530				13.04				249,225,216.84				16.40
49-60				80				0.30				15,163,568.16				1.00
Total				27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

FICO® Score Range			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
600-649				742				3.41	%		$	38,906,364.63				3.19	%
650-699				1,995				9.17				108,036,383.27				8.86
700-749				3,408				15.67				191,474,465.20				15.69
750-799				4,833				22.22				279,365,462.06				22.90
800-849				5,991				27.54				337,646,207.38				27.68
850-899				4,781				21.98				264,565,449.36				21.69
Total				21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

FICO® Score Range			Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
600-649				927				3.42	%		$	48,276,256.57				3.18	%
650-699				2,499				9.23				136,223,082.24				8.96
700-749				4,244				15.68				238,457,726.13				15.69
750-799				5,954				22.00				344,600,239.17				22.67
800-849				7,479				27.63				423,134,859.77				27.84
850-899				5,966				22.04				329,317,820.30				21.67
Total				27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

State		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
California			6,803				31.28	%		$	359,426,767.46				29.46	%
Florida			2,960				13.61				173,949,753.73				14.26
New York			2,375				10.92				140,432,367.85				11.51
New Jersey			1,636				7.52				91,102,087.21				7.47
Texas			1,342				6.17				77,152,874.49				6.32
Illinois			460				2.11				27,113,712.46				2.22
Pennsylvania			499				2.29				26,577,670.06				2.18
Georgia			450				2.07				26,478,348.63				2.17
Massachusetts			417				1.92				22,274,397.17				1.83
Ohio			375				1.72				22,214,841.48				1.82
Maryland			343				1.58				20,522,498.59				1.68
Virginia			301				1.38				17,941,462.31				1.47
North Carolina			306				1.41				17,185,881.34				1.41
Arizona			294				1.35				16,354,075.62				1.34
Michigan			263				1.21				15,893,649.41				1.30
Washington			300				1.38				14,921,138.88				1.22
Colorado			259				1.19				14,694,371.02				1.20
Connecticut			253				1.16				13,789,660.18				1.13
Nevada			230				1.06				12,421,564.10				1.02
Tennessee			178				0.82				10,887,035.64				0.89
South Carolina			158				0.73				9,372,185.92				0.77
Oregon			165				0.76				8,549,342.03				0.70
Missouri			108				0.50				6,345,091.72				0.52
Indiana			102				0.47				6,201,101.57				0.51
Minnesota			104				0.48				5,828,293.39				0.48
Wisconsin			88				0.40				5,590,320.92				0.46
Louisiana			95				0.44				5,383,398.72				0.44
Alabama			88				0.40				5,174,204.06				0.42
Utah			81				0.37				4,768,841.58				0.39
Kentucky			72				0.33				4,415,495.70				0.36
Hawaii			81				0.37				4,143,757.63				0.34
District of Columbia			59				0.27				3,427,000.46				0.28
Oklahoma			53				0.24				3,411,206.90				0.28
New Hampshire			58				0.27				3,305,238.99				0.27
Mississippi			53				0.24				3,255,312.53				0.27
Rhode Island			53				0.24				2,750,674.40				0.23
Delaware			47				0.22				2,726,734.00				0.22
Other(2)			241				1.11				14,011,973.75				1.15
Total			21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

(2)	Each State included in the “Other” category accounted for less than 0.20% of the Cutoff Date Aggregate Securitization Value.

State		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
California			8,467				31.28	%		$	446,658,960.29				29.39	%
Florida			3,677				13.58				216,500,156.14				14.24
New York			2,960				10.94				176,173,530.07				11.59
New Jersey			2,023				7.47				113,913,905.88				7.49
Texas			1,679				6.20				96,941,441.19				6.38
Illinois			577				2.13				34,053,897.51				2.24
Pennsylvania			610				2.25				32,963,316.24				2.17
Georgia			548				2.02				31,861,273.99				2.10
Ohio			464				1.71				27,236,186.34				1.79
Massachusetts			511				1.89				26,711,257.14				1.76
Maryland			440				1.63				26,368,460.82				1.73
Virginia			378				1.40				22,548,805.21				1.48
North Carolina			380				1.40				21,482,259.18				1.41
Arizona			361				1.33				19,727,721.88				1.30
Michigan			334				1.23				19,666,114.96				1.29
Washington			370				1.37				18,020,095.66				1.19
Colorado			313				1.16				17,645,041.52				1.16
Nevada			301				1.11				16,381,794.03				1.08
Connecticut			296				1.09				16,213,937.20				1.07
Tennessee			229				0.85				14,008,291.17				0.92
South Carolina			208				0.77				12,489,396.85				0.82
Oregon			209				0.77				10,904,694.87				0.72
Indiana			138				0.51				8,561,036.71				0.56
Missouri			129				0.48				7,529,526.47				0.50
Minnesota			129				0.48				7,289,553.59				0.48
Alabama			119				0.44				7,018,818.45				0.46
Louisiana			121				0.45				6,884,459.10				0.45
Wisconsin			101				0.37				6,493,933.06				0.43
Utah			100				0.37				5,809,694.31				0.38
Kentucky			91				0.34				5,636,335.23				0.37
Hawaii			100				0.37				4,957,854.72				0.33
New Hampshire			73				0.27				4,111,250.41				0.27
Oklahoma			69				0.25				4,095,417.21				0.27
District of Columbia			69				0.25				4,000,615.77				0.26
Mississippi			64				0.24				3,999,013.98				0.26
Delaware			57				0.21				3,269,268.72				0.22
Rhode Island			63				0.23				3,258,785.80				0.21
Other(2)			311				1.15				18,623,882.51				1.23
Total			27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

(2)	Each State included in the “Other” category accounted for less than 0.20% of the Cutoff Date Aggregate Securitization Value.

Model		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
GLE			4,160				19.13	%		$	243,257,599.74				19.94	%
GLC			5,533				25.44				243,134,278.36				19.93
S			2,314				10.64				219,115,237.45				17.96
GLS			1,028				4.73				83,572,850.10				6.85
EQE			1,841				8.46				69,942,099.09				5.73
E			971				4.46				66,840,490.99				5.48
EQS			1,119				5.14				63,820,522.58				5.23
G			340				1.56				51,614,688.42				4.23
C			1,234				5.67				47,631,517.74				3.90
CLE			585				2.69				37,164,613.71				3.05
EQB			1,059				4.87				27,221,330.15				2.23
GLB			576				2.65				20,213,912.63				1.66
GLA			497				2.29				17,040,903.69				1.40
CLA			358				1.65				13,035,240.31				1.07
SL			95				0.44				12,055,361.30				0.99
GT			40				0.18				4,333,685.64				0.36
Total			21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

Model		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
GLC			6,883				25.43	%		$	302,456,653.14				19.90	%
GLE			5,182				19.14				302,440,959.00				19.90
S			2,922				10.79				276,299,604.90				18.18
GLS			1,277				4.72				103,541,733.92				6.81
EQE			2,277				8.41				86,551,496.22				5.69
E			1,225				4.53				83,581,898.12				5.50
EQS			1,364				5.04				77,577,289.61				5.10
G			439				1.62				67,050,090.93				4.41
C			1,508				5.57				58,057,932.94				3.82
CLE			719				2.66				45,659,120.57				3.00
EQB			1,322				4.88				33,915,184.80				2.23
GLB			717				2.65				25,228,188.70				1.66
GLA			623				2.30				21,451,419.96				1.41
CLA			450				1.66				16,397,786.36				1.08
SL			108				0.40				13,825,350.24				0.91
GT			53				0.20				5,975,274.77				0.39
Total			27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

Fuel Type		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value (1)
Battery Electric			4,320				19.86	%		$	187,642,772.43				15.38	%
Gasoline			10,893				50.08				667,296,936.34				54.70
Plug-in Hybrid			6,537				30.06				365,054,623.13				29.92
Total			21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

Fuel Type		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value (1)
Battery Electric			5,344				19.74	%		$	231,924,257.52				15.26	%
Gasoline			13,558				50.09				833,707,705.98				54.85
Plug-in Hybrid			8,167				30.17				454,378,020.68				29.89
Total			27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

Year and Quarter of Maturity		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
2026 4th Quarter			569				2.62	%		$	22,067,694.52				1.81	%
2027 1st Quarter			959				4.41				41,319,400.72				3.39
2027 2nd Quarter			1,209				5.56				68,574,971.46				5.62
2027 3rd Quarter			1,488				6.84				64,236,121.50				5.27
2027 4th Quarter			1,037				4.77				47,508,751.95				3.89
2028 1st Quarter			1,594				7.33				77,397,159.98				6.34
2028 2nd Quarter			2,622				12.06				125,300,507.15				10.27
2028 3rd Quarter			2,235				10.28				114,346,359.06				9.37
2028 4th Quarter			1,246				5.73				81,067,152.97				6.64
2029 1st Quarter			2,271				10.44				132,806,843.31				10.89
2029 2nd Quarter			2,474				11.37				160,484,426.61				13.15
2029 3rd Quarter			1,204				5.54				76,305,782.50				6.25
2029 4th Quarter			936				4.30				65,760,060.07				5.39
2030 1st Quarter			788				3.62				56,175,871.55				4.60
2030 2nd Quarter			895				4.11				62,124,792.54				5.09
2030 3rd Quarter			162				0.74				12,849,188.32				1.05
2030 4th Quarter			22				0.10				3,980,829.13				0.33
2031 1st Quarter			19				0.09				3,754,785.53				0.31
2031 2nd Quarter			20				0.09				3,933,633.03				0.32
Total			21,750				100.00	%		$	1,219,994,331.90				100.00	%

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

Year and Quarter of Maturity		Number of 2026-B Leases				Percentage of Total Number of 2026-B Leases(1)				Securitization Value as of the Cutoff Date				Percentage of Cutoff Date Aggregate Securitization Value(1)
2026 4th Quarter			704				2.60	%		$	27,046,188.59				1.78	%
2027 1st Quarter			1,181				4.36				50,870,716.13				3.35
2027 2nd Quarter			1,501				5.55				85,814,617.72				5.65
2027 3rd Quarter			1,842				6.80				79,422,204.34				5.23
2027 4th Quarter			1,304				4.82				59,575,562.88				3.92
2028 1st Quarter			1,978				7.31				95,961,868.11				6.31
2028 2nd Quarter			3,260				12.04				156,129,403.01				10.27
2028 3rd Quarter			2,802				10.35				143,091,116.95				9.41
2028 4th Quarter			1,545				5.71				100,627,912.13				6.62
2029 1st Quarter			2,805				10.36				165,581,166.90				10.89
2029 2nd Quarter			3,075				11.36				199,632,079.47				13.13
2029 3rd Quarter			1,506				5.56				94,733,595.97				6.23
2029 4th Quarter			1,176				4.34				83,137,900.62				5.47
2030 1st Quarter			1,001				3.70				70,777,366.86				4.66
2030 2nd Quarter			1,117				4.13				77,495,050.95				5.10
2030 3rd Quarter			192				0.71				14,949,665.39				0.98
2030 4th Quarter			24				0.09				4,313,365.38				0.28
2031 1st Quarter			28				0.10				5,414,276.00				0.36
2031 2nd Quarter			28				0.10				5,435,926.78				0.36
Total			27,069				100.00	%		$	1,520,009,984.18				100.00	%

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

•

each Lease was originated in substantial compliance with the origination and servicing policies of MBFS USA;

•

each Leased Vehicle was titled, or the Servicer has started procedures that will result in such Leased Vehicle being titled, in a State in accordance with the Titling Trust Agreement and in a manner acceptable to the related registrar of titles, and the Collateral Agent is or will be noted as lienholder of the Leased Vehicle (other than in Kansas, Maryland, Missouri, Nebraska, Nevada, South Dakota and Wisconsin);

•

each lessee is a person other than MBFS USA, any affiliate thereof or a governmental authority and, at the time of origination of each Lease, based on information provided by the related lessee, the related lessee was located in and has a billing address in a State;

•

each Lease is payable solely in United States dollars and is a closed-end lease that provides for equal monthly payments by the lessee, which scheduled payments, if made when due, fully amortize to an amount equal to the Contract Residual Value of the related Leased Vehicle based upon the related Contract Rate;

•

the Servicer, or its custodian, has possession or control of the original executed copy or authoritative copy, as applicable, of each Lease, which does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any person other than the Titling Trust;

•

each Lease complied in all material respects at the time it was originated with applicable laws;

•

each Lease is fully assignable and does not require the consent of the related lessee or any other person as a condition to any transfer, sale or assignment of the rights thereunder to the Titling Trust;

•

no Lease or the related Leased Vehicle allocated to the Reference Pool has been allocated to any Other Reference Pool;

•

the Titling Trust has good and marketable title to such Lease and the related Leased Vehicle, free and clear of any liens (other than any permitted liens);

•

each Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of a Lease has been waived in any manner that causes such Lease to not qualify with the selection criteria;

•

no Lease is subject to any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, set-off, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened in writing;

•

as of its origination date, each Lease required the related lessee to obtain physical damage insurance covering the related Leased Vehicle; and

•

as of the Cutoff Date, the Servicer had not received actual notice that a lessee on any Lease is a debtor in a bankruptcy proceeding.

•

determines, in its sole discretion, that, as a result of a computer systems error or computer systems limitation or for any other reason, the Servicer is unable to service such Lease and the related Leased Vehicle in accordance with the terms of the Servicing Agreement, or fails to comply with certain other servicing covenants; or

•

has granted extensions after the Cutoff Date (other than any such extension that is required by applicable law) which 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 latest maturing class of Notes.

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

•

if the Aggregate Securitization Value of Leases that are more than 60 days delinquent as a percentage of the Reference Pool as of the end of a Collection Period meets or exceeds the percentage for that month set by MBFS USA as described under “— Delinquency Trigger”; and

•

Noteholders of at least 5% of the aggregate principal amount of Notes demand a vote and, subject to a 5% voting quorum, the holders of Notes evidencing at least 51% of the Note Balance of the Notes that are voted vote for a review as described under “— Voting Trigger.”

•

its experience with delinquency in its prior securitized pools of retail lease contracts, and in its portfolio of retail lease contracts,

•

its observation that greater than 60 day delinquency rates and net cumulative losses in its retail lease contract securitization transactions are correlated, and

•

its assessment of the amount of net cumulative losses that would likely result in a loss to Noteholders of the most junior Notes in its prior securitized pools.

•

prepayments in full by lessees, who may prepay at any time without penalty;

•

Repurchase Payments made by MBFS USA under the circumstances set forth under “The Leases—MBFS USA Must Repurchase Certain Leases”;

•

Sales Proceeds resulting from early lease terminations;

•

Sales Proceeds due to Lease Defaults;

•

payments made in respect of dealer recourse; and

•

prepayments from proceeds from physical damage, credit life and disability insurance policies.

(1)

0.20% ABS in month one, increasing by 0.01% (precisely 0.16%/16) ABS in each subsequent month until reaching 0.36% ABS in the 17th month of the life of the lease;

(2)

0.51% ABS in month 18, increasing by 0.15% (precisely 0.90%/6) ABS in each subsequent month until reaching 1.41% ABS in the 24th month of the life of the lease; and

(3)

1.15% ABS in months 25 through 37, decreasing to 0.50% in month 38, and remaining at that level until the original lease balance of the lease contract has been paid in full.

•

the Leases and Leased Vehicles have the characteristics set forth herein;

•

all Base Monthly Payments are received timely and no Lease is ever delinquent;

•

all Base Monthly Payments are made in accordance with the cashflow schedule appearing in Appendix B;

•

the interest rate on the Class A-1 Notes is 0.00%, the interest rate on the Class A-2A Notes is 4.94% based on a 30/360 day count, the interest rate on the Class A-2B Notes is 4.18072% based on an actual/360 day count, the interest rate on the Class A-3 Notes is 5.31% based on a 30/360 day count and the interest rate on the Class A-4 Notes is 5.44% based on a 30/360 day count;

•

the initial principal amount of each class of Notes is as set forth on the cover page of this prospectus; and, for the Class A-2 Notes, when the allocation of the initial principal amount of the Class A-2 Notes is determined on or before the day of pricing, if the initial Note Balance is $1,061,400,000, $186,400,000 initial principal amount of Class A-2A Notes and $186,400,000 initial principal amount of Class A-2B Notes are issued, and, if the initial Note Balance is $1,322,400,000, $233,200,000 initial principal amount of Class A-2A Notes and $233,200,000 initial principal amount of Class A-2B Notes are issued;

•

no Repurchase Payment is made in respect of any Lease;

•

there are no losses in respect of the Leases;

•

distributions of principal of and interest on the Notes are made on the 15th of each month, whether or not the day is a Business Day, commencing on November 15, 2026;

•

the Servicing Fee is 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);

•

no expenses, fees or indemnified amounts are due or paid to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Asset Representations Reviewer or the Administrative Agent in any Collection Period;

•

the Reserve Fund is funded with an amount equal to the Reserve Fund Deposit;

•

the amount of overcollateralization is approximately 13.00% of the Cutoff Date Aggregate Securitization Value based upon the Leases and Leased Vehicles allocated to the Reference Pool on the Closing Date;

•

the Residual Value for each Leased Vehicle is received on the Maturity Date of the related Lease in accordance with the cashflow schedule appearing in Appendix B;

•

all prepayments are prepayments in full;

•

the Closing Date is October 22, 2026; and

•

except as indicated in the ABS Tables, the Servicer does not exercise its Optional Purchase right as described in this prospectus under “Description of the Transaction Documents—Optional Purchase.”

		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	%
November 2026			82.89	%			81.31	%			80.49	%			79.65	%			77.91	%			76.09	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2026			73.74	%			71.35	%			70.12	%			68.86	%			66.24	%			63.50	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2027			63.49	%			60.33	%			58.70	%			57.03	%			53.57	%			49.93	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
February 2027			54.80	%			50.55	%			48.34	%			46.06	%			41.31	%			36.27	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
March 2027			44.93	%			39.29	%			36.32	%			33.24	%			26.74	%			19.71	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
April 2027			32.91	%			25.62	%			21.74	%			17.67	%			8.93	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			99.47	%
May 2027			18.12	%			9.00	%			4.06	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			99.20	%			91.30	%			82.23	%
June 2027			6.26	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			96.57	%			92.31	%			87.75	%			77.45	%			65.05	%
July 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			95.83	%			86.50	%			81.27	%			75.56	%			62.28	%			45.31	%
August 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			88.00	%			76.91	%			70.56	%			63.50	%			46.44	%			22.76	%
September 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			80.00	%			67.72	%			60.66	%			52.80	%			33.79	%			7.58	%
October 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			70.73	%			57.42	%			49.75	%			41.20	%			20.52	%			0.00	%
November 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			64.14	%			49.76	%			41.45	%			32.18	%			9.75	%			0.00	%
December 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			57.33	%			41.97	%			33.08	%			23.16	%			0.00	%			0.00	%
January 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			51.03	%			34.74	%			25.30	%			14.76	%			0.00	%			0.00	%
February 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			45.04	%			27.88	%			17.92	%			6.80	%			0.00	%			0.00	%
March 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			36.76	%			19.00	%			8.69	%			0.00	%			0.00	%			0.00	%
April 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			25.83	%			7.83	%			0.00	%			0.00	%			0.00	%			0.00	%
May 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			14.47	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
June 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.85	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
July 2028			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)			0.38				0.35				0.33				0.32				0.29				0.27				1.26				1.12				1.05				0.98				0.85				0.75
Weighted Average Life to Call (years)(2),(3)			0.38				0.35				0.33				0.32				0.29				0.27				1.26				1.12				1.05				0.98				0.85				0.75

(1)	Assumes that no Optional Purchase occurs.

(2)

The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results and (iii) dividing the sum by the original principal amount of the Note.

(3)	The weighted average life to call assumes that an Optional Purchase occurs at the earliest possible opportunity and is exercised on such Payment Date.

		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	%
November 2026			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 2026			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			92.16	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
November 2027			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			79.13	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2027			100.00	%			100.00	%			100.00	%			100.00	%			99.15	%			66.48	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2028			100.00	%			100.00	%			100.00	%			100.00	%			89.24	%			54.61	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
February 2028			100.00	%			100.00	%			100.00	%			100.00	%			79.85	%			43.39	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
March 2028			100.00	%			100.00	%			100.00	%			97.16	%			69.24	%			31.54	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
April 2028			100.00	%			100.00	%			97.38	%			85.68	%			57.35	%			19.16	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
May 2028			100.00	%			96.42	%			85.92	%			74.18	%			45.72	%			7.43	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
June 2028			100.00	%			83.13	%			72.83	%			61.29	%			33.33	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			73.50	%
July 2028			91.00	%			73.36	%			63.09	%			51.60	%			23.73	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			14.57	%
August 2028			80.14	%			62.82	%			52.74	%			41.45	%			14.07	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
September 2028			72.84	%			55.54	%			45.46	%			34.16	%			6.79	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
October 2028			61.71	%			45.52	%			36.13	%			25.64	%			0.38	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
November 2028			55.19	%			39.56	%			30.53	%			20.48	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			77.62	%			0.00	%
December 2028			48.43	%			33.42	%			24.78	%			15.20	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			52.53	%			0.00	%
January 2029			41.06	%			26.78	%			18.60	%			9.56	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			26.01	%			0.00	%
February 2029			33.67	%			20.17	%			12.47	%			3.98	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%			0.00	%
March 2029			24.53	%			12.09	%			5.02	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			82.77	%			0.00	%			0.00	%
April 2029			12.64	%			1.70	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			71.86	%			29.38	%			0.00	%			0.00	%
May 2029			2.57	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			55.73	%			21.64	%			0.00	%			0.00	%			0.00	%
June 2029			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			11.27	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
July 2029			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)			2.17				2.02				1.93				1.83				1.58				1.31				2.66				2.61				2.56				2.49				2.19				1.72
Weighted Average Life to Call (years)(2),(3)			2.17				2.02				1.93				1.83				1.58				1.31				2.65				2.56				2.48				2.40				2.06				1.65

(1)	Assumes that no Optional Purchase occurs.

(2)

The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results and (iii) dividing the sum by the original principal amount of the Note.

(3)	The weighted average life to call assumes that an Optional Purchase occurs at the earliest possible opportunity and is exercised on such Payment Date.

		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	%
November 2026			82.95	%			81.36	%			80.55	%			79.71	%			77.97	%			76.16	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2026			73.83	%			71.45	%			70.22	%			68.96	%			66.36	%			63.62	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2027			63.73	%			60.59	%			58.96	%			57.29	%			53.83	%			50.21	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
February 2027			55.12	%			50.87	%			48.66	%			46.39	%			41.65	%			36.62	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
March 2027			45.33	%			39.69	%			36.73	%			33.66	%			27.17	%			20.16	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
April 2027			33.41	%			26.13	%			22.25	%			18.20	%			9.47	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			99.85	%
May 2027			18.69	%			9.58	%			4.65	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			99.61	%			91.74	%			82.69	%
June 2027			6.84	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			96.99	%			92.75	%			88.19	%			77.92	%			65.57	%
July 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			96.15	%			86.86	%			81.64	%			75.95	%			62.72	%			45.82	%
August 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			88.37	%			77.32	%			70.99	%			63.96	%			46.96	%			23.36	%
September 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			80.55	%			68.31	%			61.26	%			53.43	%			34.47	%			8.34	%
October 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			71.24	%			57.98	%			50.33	%			41.81	%			21.20	%			0.00	%
November 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			64.62	%			50.28	%			42.00	%			32.77	%			10.42	%			0.00	%
December 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			57.83	%			42.52	%			33.66	%			23.78	%			0.00	%			0.00	%
January 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			51.53	%			35.29	%			25.89	%			15.39	%			0.00	%			0.00	%
February 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			45.53	%			28.43	%			18.51	%			7.43	%			0.00	%			0.00	%
March 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			37.42	%			19.71	%			9.44	%			0.00	%			0.00	%			0.00	%
April 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			26.48	%			8.54	%			0.00	%			0.00	%			0.00	%			0.00	%
May 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			15.17	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
June 2028			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			1.62	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
July 2028			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)			0.38				0.35				0.33				0.32				0.29				0.27				1.26				1.12				1.05				0.98				0.85				0.75
Weighted Average Life to Call (years)(2),(3)			0.38				0.35				0.33				0.32				0.29				0.27				1.26				1.12				1.05				0.98				0.85				0.75

(1)	Assumes that no Optional Purchase occurs.

(2)

The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results and (iii) dividing the sum by the original principal amount of the Note.

(3)	The weighted average life to call assumes that an Optional Purchase occurs at the earliest possible opportunity and is exercised on such Payment Date.

		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	%
November 2026			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 2026			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			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 2027			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			92.93	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
November 2027			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			79.90	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2027			100.00	%			100.00	%			100.00	%			100.00	%			99.84	%			67.28	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2028			100.00	%			100.00	%			100.00	%			100.00	%			89.95	%			55.45	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
February 2028			100.00	%			100.00	%			100.00	%			100.00	%			80.58	%			44.25	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
March 2028			100.00	%			100.00	%			100.00	%			97.95	%			70.10	%			32.51	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
April 2028			100.00	%			100.00	%			98.12	%			86.46	%			58.22	%			20.15	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
May 2028			100.00	%			97.18	%			86.72	%			75.01	%			46.64	%			8.47	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
June 2028			100.00	%			83.96	%			73.68	%			62.18	%			34.30	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			78.87	%
July 2028			91.83	%			74.24	%			64.00	%			52.54	%			24.75	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			15.99	%
August 2028			80.92	%			63.67	%			53.62	%			42.36	%			15.08	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
September 2028			73.77	%			56.51	%			46.46	%			35.19	%			7.88	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
October 2028			62.53	%			46.40	%			37.04	%			26.59	%			1.42	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%
November 2028			55.98	%			40.41	%			31.42	%			21.41	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			82.89	%			0.00	%
December 2028			49.15	%			34.21	%			25.62	%			16.09	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			55.79	%			0.00	%
January 2029			42.02	%			27.79	%			19.63	%			10.62	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			28.21	%			0.00	%
February 2029			34.74	%			21.27	%			13.58	%			5.10	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			0.00	%			0.00	%
March 2029			25.67	%			13.25	%			6.19	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			89.45	%			0.00	%			0.00	%
April 2029			13.75	%			2.83	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			77.49	%			32.08	%			0.00	%			0.00	%
May 2029			3.84	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			61.05	%			24.53	%			0.00	%			0.00	%			0.00	%
June 2029			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			14.49	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
July 2029			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)			2.18				2.03				1.94				1.84				1.59				1.31				2.66				2.61				2.57				2.50				2.20				1.73
Weighted Average Life to Call (years)(2),(3)			2.18				2.03				1.94				1.84				1.59				1.31				2.65				2.56				2.48				2.40				2.06				1.65

(1)	Assumes that no Optional Purchase occurs.

(2)

The weighted average life of a Note is determined by (i) multiplying the amount of each principal payment on the Note by the number of years from the date of issuance of the Note to the related Payment Date, (ii) adding the results and (iii) dividing the sum by the original principal amount of the Note.

(3)	The weighted average life to call assumes that an Optional Purchase occurs at the earliest possible opportunity and is exercised on such Payment Date.

•

the principal amount of that class of Notes as of the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class of Notes on that preceding Payment Date;

•

the Interest Rate applicable to that class of Notes for the applicable Accrual Period; and

•

the actual number of days elapsed during the applicable Accrual Period divided by 360.

•

the principal amount of that class of Notes as of the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class of Notes on that preceding Payment Date;

•

the Interest Rate applicable to that class of Notes; and

•

30 (or 23 in the case of the first Payment Date, assuming a Closing Date of October 22, 2026) divided by 360.

•

the aggregate principal amount of the Notes on the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to any principal payments made on that preceding Payment Date; over

•

the Aggregate Securitization Value as of the last day of the related Collection Period, minus the Target Overcollateralization Amount.

(1)

to the Class A-1 Notes until the Class A-1 Notes have been paid in full;

(2)

to the Class A‑2A Notes and the Class A-2B Notes, pro rata, until the Class A‑2A Notes and the Class A-2B Notes have been paid in full;

(3)

to the Class A-3 Notes until the Class A-3 Notes have been paid in full; and

(4)

to the Class A-4 Notes until the Class A-4 Notes have been paid in full.

•

in no event will the principal paid in respect of a class of Notes exceed the unpaid principal amount of that class of Notes; and

•

if the Notes have been accelerated following the occurrence of an Event of Default or the assets of the Issuer have been liquidated, the Issuer will distribute the funds allocated to the holders of the Notes to pay principal of the Notes as described under “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”

(1)

to the Indenture Trustee, the Owner Trustee, the Collateral Agent, the Administrative Agent and the Asset Representations Reviewer, pro rata, 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;

(2)

to the holders of the interest-bearing Notes, the Interest Distributable Amount for the Notes, to pay interest due on each interest-bearing class of Notes outstanding on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue interest at the related interest rate;

(3)

to the holders of the Class A-1 Notes, principal of the Class A-1 Notes until the Class A-1 Notes have been paid in full;

(4)

to the holders of the Class A-2A Notes, the Class A-2B Notes, the Class A-3 Notes and the Class A-4 Notes, principal of the Class A-2A Notes, the Class A-2B Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until all classes of Notes have been paid in full;

(5)

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; and

(6)

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

•

the original denomination of your Note; and

•

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

•

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

•

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.

•

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

•

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

•

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;

•

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

•

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

•

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

•

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.

•

100% of the holders of the Notes consent thereto;

•

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

•

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.

•

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

•

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;

•

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

•

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

•

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.

•

a statement that the Issuer received a communication request;

•

the date the request was received;

•

the name of the requesting Noteholder;

•

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

•

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

(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 interest-bearing 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;

(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.

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		$6,000 per annum plus reasonable expenses.
Owner Trustee		Available Funds		$3,000 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.

	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 exchange notes, including the Exchange Note
	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

	Document			Parties			Primary Purposes
							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 exchange notes, including the Exchange Note
	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”

•

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);

•

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.

(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 interest-bearing Notes;

(5)

the SOFR Rate (or the then-current Benchmark, as applicable) for the Class A-2B Notes for the related Payment Date;

(6)

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

(7)

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

(8)

any overcollateralization amount;

(9)

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

(10)

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;

(11)

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;

(12)

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

(13)

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;

(14)

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

(15)

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

(16)

any SOFR Adjustment Conforming Changes or Benchmark Conforming Changes for the related Accrual Period; and

(17)

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

•

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.

•

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.

•

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.

(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;

•

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.

•

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.

•

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;

•

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;

•

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.

•

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.

•

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.”

•

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;

•

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.