|
2026-B SERVICING SUPPLEMENT
|
|
Dated as of October 1, 2026
|
|
TABLE OF
CONTENTS
|
||
|
Page
|
||
|
ARTICLE ONE
|
||
|
USAGE AND DEFINITIONS
|
||
|
Section 1.01.
|
Capitalized Terms; Rules of Usage
|
2
|
|
ARTICLE TWO
|
||
|
DESIGNATION
|
||
|
Section 2.01.
|
Designation
|
3
|
|
ARTICLE THREE
|
||
|
THE SERVICER
|
||
|
Section 3.01.
|
Appointment of Servicer
|
4
|
|
Section 3.02.
|
Servicer Representations and Warranties
|
4
|
|
Section 3.03.
|
2026-B Lease and 2026-B Vehicle Representations and Warranties
|
5
|
|
Section 3.04.
|
Liability of the Servicer; Indemnities
|
5
|
|
Section 3.05.
|
Purchase Upon Breach
|
6
|
|
Section 3.06.
|
Collection of Payments
|
7
|
|
Section 3.07.
|
Servicer May Own 2026-B Exchange Note and 2026-B ABS Notes
|
7
|
|
Section 3.08.
|
Fees and Expenses
|
7
|
|
Section 3.09.
|
Termination
|
8
|
|
Section 3.10.
|
Asset Representations Review
|
8
|
|
Section 3.11.
|
Dispute Resolution
|
9
|
|
ARTICLE FOUR
|
||
|
ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
|
||
|
Section 4.01.
|
2026-B Bank Accounts
|
12
|
|
Section 4.02.
|
Remittances
|
13 |
|
ARTICLE FIVE
|
||
|
TERMINATION
|
||
|
Section 5.01.
|
Optional Termination
|
14
|
|
Page
|
||
|
ARTICLE SIX
|
||
|
REPORTS AND NOTICES
|
||
|
Section 6.01.
|
Monthly Reports
|
15 |
|
Section 6.02.
|
Notices and Certificates Under the Basic Servicing Agreement
|
15 |
|
Section 6.03.
|
Annual Officer’s Certificate
|
15 |
|
Section 6.04.
|
Annual Independent Public Accountants’ Attestation
|
16 |
|
Section 6.05.
|
Statements to Securityholders
|
16 |
|
ARTICLE SEVEN
|
||
|
SERVICER EVENTS OF DEFAULT
|
||
|
Section 7.01.
|
Servicer Events of Default
|
17
|
|
ARTICLE EIGHT
|
||
|
MISCELLANEOUS
|
||
|
Section 8.01.
|
Amendments.
|
20
|
|
Section 8.02.
|
Successors and Assigns
|
20 |
|
Section 8.03.
|
Third-Party Beneficiaries
|
20
|
|
Section 8.04.
|
No Petition
|
21 |
|
Section 8.05.
|
GOVERNING LAW; SUBMISSION TO JURISDICTION
|
21
|
|
Section 8.06.
|
WAIVER OF JURY TRIAL
|
21 |
|
Section 8.07.
|
Severability
|
21 |
|
Section 8.08.
|
Counterparts; Electronic Signatures
|
22 |
|
Section 8.09.
|
Table of Contents and Headings
|
22 |
|
Section 8.10.
|
Conflict with Basic Servicing Agreement
|
22 |
|
Section 8.11.
|
No Recourse
|
22 |
|
Section 8.12.
|
Each Exchange Note Separate; Assignees of Exchange Note
|
23
|
|
EXHIBITS
|
|
|
Exhibit A – 2026-B Reference Pool Asset Schedule
|
A-1
|
|
Exhibit B – 2026-B Lease and 2026-B Vehicle Representations and Warranties
|
B-1
|
|
Exhibit C – Form of Monthly Investor Report
|
C-1
|
|
Exhibit D – Form of Performance Certification
|
D-1
|
|
Exhibit E – Servicing Criteria to be Addressed in Assessment Of Compliance
|
E-1
|
|
Appendix 1 – Usage and Definitions
|
A1-1
|
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Lender
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
MERCEDES-BENZ VEHICLE TRUST, as Titling Trust
|
||
|
By:
|
BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Titling Trustee
|
|
|
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
COLLATERAL TITLE CO.,
|
||
|
as Collateral Agent
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
| Collection Period Ended | DD-Mon-YYYY | Amounts in USD |
|
Dates
|
|||||
|
Collection Period No.
|
#
|
||||
|
Collection Period (from... to)
|
DD-Mon-YYYY
|
DD-Mon-YYYY
|
|||
|
Determination Date
|
DD-Mon-YYYY
|
||||
|
Record Date
|
DD-Mon-YYYY
|
||||
|
Payment Date
|
DD-Mon-YYYY
|
||||
|
Interest Period of the Class A-2A, A-2B, A-3 and A-4 Notes (from... to)
|
DD-Mon-YYYY
|
DD-Mon-YYYY
|
30/360 Actual/360
|
#
|
|
Summary
|
||||||||||||||||||
|
Initial
Balance
|
Beginning
Balance
|
Ending
Balance
|
Principal
Payment
|
Principal
per $1000
Face
Amount
|
Note Factor
|
|||||||||||||
|
Class A-1 Notes
|
||||||||||||||||||
|
Class A-2A Notes
|
||||||||||||||||||
|
Class A-2B Notes
|
||||||||||||||||||
|
Class A-3 Notes
|
||||||||||||||||||
|
Class A-4 Notes
|
||||||||||||||||||
|
Total Note Balance
|
$
|
$
|
$
|
$ |
||||||||||||||
|
Overcollateralization
|
||||||||||||||||||
|
Total Securitization Value
|
$
|
$
|
$ |
|||||||||||||||
|
present value of lease payments
|
$
|
$
|
$ |
|||||||||||||||
|
present value of Base Residual Value
|
$
|
$
|
$ |
|||||||||||||||
|
|
Amount
|
Percentage
|
||||||
|
Initial Overcollateralization Amount
|
$ |
%
|
||||||
|
Target Overcollateralization Amount
|
$ |
%
|
||||||
|
Current Overcollateralization Amount
|
$ |
|
%
|
|||||
|
Interest Rate
|
Interest
Payment
|
Interest per
$1000 Face
Amount
|
Interest &
Principal
Payment
|
Interest &
Principal
Payment per
$1000 Face
Amount
|
|
|
Class A-1 Notes
|
0.00%
|
$
|
$
|
||
|
Class A-2A Notes
|
%
|
$
|
$
|
||
|
Class A-2B Notes
|
%
|
$
|
$
|
||
|
Class A-3 Notes
|
%
|
$
|
$
|
||
|
Class A-4 Notes
|
%
|
$
|
$
|
||
|
Total
|
$
|
$
|
|||
|
Total
|
$
|
$
|
|
Initial Balance
|
Beginning Balance
|
Ending Balance
|
||||||||||
|
Exchange Note Balance
|
$
|
$
|
$
|
|||||||||
|
2026-B Available Collections
|
||||
|
Lease Payments Received
|
$ | |||
|
Net Sales Proceeds-early terminations (including Defaulted Leases)
|
$ | |||
|
Net Sales Proceeds-scheduled terminations
|
$ | |||
|
Excess wear and tear included in Net Sales Proceeds
|
$ | |||
|
Excess mileage included in Net Sales Proceeds
|
$ | |||
|
Repurchase Payments
|
$ | |||
|
Advances made by the Servicer
|
$ | |||
|
Investment Earnings
|
$ | |||
|
Total Available Funds
|
$ | |||
|
Distribution on the Exchange Note
|
|||||
| (1) |
Total Servicing Fee and Nonrecoverable Servicer Advances
|
$ | |||
| (2) |
Exchange Note Interest Distributable Amount (____%)
|
$ | |||
| (3) |
Exchange Note Principal Distributable Amount
|
$ | |||
| (4) |
Any amounts by which the sum payable pursuant to Section 8.03(a)(i) through (vii) of the Indenture (or, if applicable, pursuant to Section 5.04(b)(i)through (vii) of the Indenture) exceed the sum of the Exchange Note Interest
Distributable Amount and the Exchange Note Principal Distributable Amount
|
$ | |||
| (5) |
Remaining Funds Payable
|
$ | |||
|
Total Distribution
|
$ | ||||
|
Available Funds ABS Notes
|
||||
|
Total Exchange Note Payments
|
$ |
|||
|
Reserve Account Draw Amount
|
$ |
|||
|
Total Available Funds
|
$ |
|||
|
ABS Note Distributions
|
|||||
| (1) |
Total Trustee Fees and any Asset Representations Reviewer fees (max $250,000 p.a.)
|
$ | |||
| (2) |
Interest Distributable Amount Class A-2A, Class A-2B, Class A-3 and Class A-4 Notes
|
$ | |||
| (3) |
Priority Principal Distribution Amount
|
$ | |||
| (4) |
To Reserve Fund to reach the Reserve Fund Required Amount
|
$ | |||
| (5) |
Regular Principal Distribution Amount
|
$ | |||
| (6) |
Additional Servicing Fee and Transition Costs
|
$ | |||
| (7) |
Total Trustee Fees and any Asset Representations Reviewer fees [not previously paid under (1)]
|
$ | |||
| (8) |
Excess Collections to Certificateholders
|
$ | |||
|
Total Distribution
|
|||||
|
Distribution Detail
|
|||
|
Amount
Due
|
Amount
Paid
|
Shortfall
|
|
|
Total Servicing Fee
|
|||
|
Total Trustee Fee
|
|||
|
Monthly Interest Distributable Amount
|
|||
|
thereof on Class A-2A Notes
|
|||
|
thereof on Class A-2B Notes
|
|||
|
thereof on Class A-3 Notes
|
|||
|
thereof on Class A-4 Notes
|
|||
|
Interest Carryover Shortfall Amount
|
|||
|
thereof on Class A-2A Notes
|
|||
|
thereof on Class A-2B Notes
|
|||
|
thereof on Class A-3 Notes
|
|||
|
thereof on Class A-4 Notes
|
|||
|
Interest Distributable Amount Class A Notes
|
|||
|
Priority Principal Distribution Amount
|
|||
|
Regular Principal Distribution Amount
|
|||
|
Principal Distribution Amount
|
|||
|
Reserve Fund and Investment Earnings
|
|
|
Reserve Fund
|
|
|
Reserve Fund Required Amount
|
|
|
Reserve Fund Amount - Beginning Balance
|
|
|
plus top up Reserve Fund up to the Required Amount
|
|
|
plus Net Investment Earnings for the Collection Period
|
|
|
minus Net Investment Earnings
|
|
|
minus Reserve Fund Draw Amount
|
|
|
Reserve Fund Amount - Ending Balance
|
|
|
Reserve Fund Deficiency
|
|
|
Investment Earnings
|
|
|
Net Investment Earnings on the Reserve Fund
|
|
|
Net Investment Earnings on the Exchange Note
|
|
|
Collection Account
|
|
|
Investment Earnings for the Collection Period
|
|
|
Notice to Investors
|
||
|
Pool Statistics
|
||
|
Pool Data
|
||
|
Amount
|
Number of Leases
|
|
|
Cutoff Date Securitization Value
|
||
|
Securitization Value beginning of Collection Period
|
||
|
Principal portion of lease payments
|
||
|
Terminations- Early
|
||
|
Terminations- Scheduled
|
||
|
Repurchase Payment (excluding interest)
|
||
|
Gross Losses
|
||
|
Securitization Value end of Collection Period
|
||
|
Pool Factor
|
%
|
|
|
As of Cutoff Date
|
Current
|
|
|
Weighted Average Securitization Rate
|
||
|
Weighted Average Remaining Term (months)
|
||
|
Weighted Average Seasoning (months)
|
||
|
Aggregate Base Residual Value
|
||
|
Cumulative Turn-in Ratio
|
||
|
Proportion of base prepayment assumption realized life to date
|
||
|
Actual lifetime prepayment speed
|
|
Delinquency Profile
|
|||
|
Delinquency Profile*
|
Amount **
|
Number of Leases
|
Percentage
|
|
Current
|
|||
|
31-60 Days Delinquent
|
|||
|
61-90 Days Delinquent
|
|||
|
91-120 Days Delinquent
|
|||
|
Total
|
|||
|
Loss Statistics
|
||||
|
Credit Loss
|
Current
Amount
|
Cumulative
Number of
Leases
|
Amount
|
Number of
Leases
|
|
Securitization Value of Defaulted Leases, Beg of Collection Period
|
||||
|
Liquidation Proceeds
|
||||
|
Recoveries
|
||||
|
Principal Net Credit Loss / (Gain)
|
||||
|
Net Credit Loss / (Gain) as % of Average Securitization Value (annualized):
|
||||
|
Current Collection Period
|
||||
|
Prior Collection Period
|
||||
|
Second Prior Collection Period
|
||||
|
Third Prior Collection Period
|
||||
|
Four Month Average
|
||||
|
Cumulative Net Credit Loss / (Gain) as % of Cutoff Date Securitization Value
|
||||
|
Average Net Credit Loss / (Gain)
|
||||
|
Residual Loss
|
Current
Amount
|
Cumulative
Number of
Leases
|
Amount
|
Number of
Leases
|
|
Securitization Value of Liquidated Leases, Beg of Collection Period
|
||||
|
Sales Proceeds and Other Payments Received
|
||||
|
Residual Loss / (Gain)
|
||||
|
Residual Loss / (Gain) as % of Average Securitization Value (annualized):
|
||||
|
Current Collection Period
|
||||
|
Prior Collection Period
|
||||
|
Second Prior Collection Period
|
||||
|
Third Prior Collection Period
|
||||
|
Four Month Average
|
||||
|
Cumulative Residual Loss / (Gain) as % of Cutoff Date Securitization Value
|
||||
|
Average Residual Loss / (Gain)
|
|
Date:
|
MERCEDES-BENZ FINANCIAL SERVICES USA LLC
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
Reference
|
Criteria
|
Applicable Servicing Criteria
|
Responsible Party
|
|||
|
General Servicing Considerations
|
||||||
|
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
|
Servicer
|
||||
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
Servicer
|
||||
|
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
|
N/A
|
||||
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the
transaction agreements.
|
N/A
|
||||
|
1122(d)(1)(v)
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
|
Servicer
|
||||
|
Cash Collection and Administration
|
||||||
|
1122(d)(2)(i)
|
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.
|
Servicer
|
||||
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
N/A for obligor disbursements
|
Servicer
|
|||
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
|
Servicer
|
||||
| Reference | Criteria | Applicable Servicing Criteria | Responsible Party | |||
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
|
Servicer
|
||||
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign
financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
Indenture Trustee
|
||||
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
||||
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D)
contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
|
Servicer
Indenture Trustee
|
||||
|
Investor Remittances and Reporting
|
||||||
|
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with
timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and
regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
|
Servicer
|
||||
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
Servicer
Indenture Trustee
|
||||
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
|
Servicer
Indenture Trustee
|
||||
| Reference | Criteria |
Applicable Servicing
Criteria
|
Responsible
Party
|
|||
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
Servicer Indenture Trustee
|
||||
|
Pool Asset Administration
|
||||||
|
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
Servicer
|
||||
|
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements
|
Servicer
|
||||
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
Servicer
|
||||
|
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool assets documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
Servicer
|
||||
|
1122(d)(4)(v)
|
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
Servicer
|
||||
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
|
Servicer
|
||||
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary
procedures.
|
Servicer
|
||||
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified
in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment).
|
Servicer
|
||||
| Reference | Criteria |
Applicable Servicing
Criteria
|
Responsible
Party
|
|||
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
N/A
|
||||
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full
repayment of the related pool assets, or such other number of days specified in the transaction agreements.
|
N/A
|
||||
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has
been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
N/A
|
||||
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
N/A
|
||||
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
|
N/A
|
||||
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
Servicer
|
||||
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
N/A
|
||||
|
By:
|
||
|
Name:
|
||
|
Title:
|