Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-266303

Risks Relating to the Characteristics of the Notes and Transaction Structure
The notes are not suitable investments for all investors	The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates.  The notes are complex investments that should be considered only by sophisticated investors.  We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.
You may have difficulty selling your notes and/or obtaining your desired price	There may be no secondary market for the notes.  The underwriters may participate in making a secondary market in the offered notes, but are under no obligation to do so.  The underwriters and other brokers and dealers may also be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory developments or other factors.  Any secondary market maintained by an underwriter may be affected or terminated at any time.  We cannot assure you that a secondary market will develop or, if it does develop, that such market will provide noteholders with sufficient liquidity of investment at any time during the period for which your notes are outstanding.  Each investor in the notes must be prepared to hold its notes for an indefinite period of time or until the related final scheduled payment date or alternatively such investor may only be able to sell its notes at a discount to its original purchase price of those notes. There have been other times in the past where there have been very few buyers of asset backed notes and thus there has been a lack of liquidity in the secondary market.  The COVID-19 pandemic caused disruptions and volatility in global financial markets.  A resurgence of COVID-19, including as the result of new variants (in addition to or in combination with other future events), could result in a similar lack of liquidity in the secondary market in the future.  As a result, you may not be able to sell your notes when you want to do so, or you may not be able to obtain the price that you wish to receive.
The issuer’s assets are limited and only the assets of the issuer are available to make payments on your notes and you may experience a loss if losses on the receivables exceed the available credit enhancement	The notes represent indebtedness of the issuer and will not be insured or guaranteed by MBFS USA, the depositor, the servicer, any of their respective affiliates or any other person or entity.  The only source of payment on your notes will be payments received on the receivables and the other credit enhancement described herein.  The notes and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity.  Therefore, you must rely solely on the assets of the issuer for repayment of your notes.  If these assets are insufficient, you may suffer losses on your notes.

Prepayments on the receivables may adversely affect the average life of and rate of return on your notes	All receivables, by their terms, may be prepaid at any time.  Prepayments include: •          prepayments in whole or in part by the obligor; •          liquidations due to default; •          partial payments with proceeds from amounts received as a result of rebates of extended   warranty protection plan costs, insurance premiums and physical damage, theft, credit life and disability insurance policies; •          required purchases of receivables by the servicer or repurchases of receivables by MBFS USA for specified breaches of their respective representations, warranties or covenants; and •          an optional purchase of the receivables by the servicer when their aggregate principal balance is 5% or less of the initial aggregate principal balance. A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults. As a result of prepayments, the final payment of each class of notes is expected to occur prior to its final scheduled payment date.  If sufficient funds are not available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes may occur later than scheduled. For more information regarding the timing of repayments of the notes, see “Maturity and Prepayment Considerations.”
Amounts on deposit in the reserve fund will be limited and subject to depletion	The amount on deposit in the reserve fund will be used to fund certain payments of monthly interest and certain distributions of principal to noteholders on each payment date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, are not sufficient to make such payments.  There can be no assurances, however, that the amounts on deposit in the reserve fund will be sufficient on any payment date to assure payment of your notes.  If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve fund on the closing date, the actual amount on deposit in the reserve fund on any payment date may be less than projected.  If on any payment date, available collections and amounts in the reserve fund are not sufficient to pay in full the monthly interest and distributions of principal due on the notes, you may experience payment delays with respect to your notes.  If on subsequent payment dates the amount of that insufficiency is not offset by excess collections on or in respect of the receivables, amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables and any other available credit or cash flow enhancement for the issuer described in this prospectus and identified as applying to the notes, you will experience losses with respect to your notes.

Failure to pay principal on your notes will not constitute an event of default until maturity	The amount of principal required to be paid to noteholders on any payment date will be limited to amounts available for that purpose in the collection account (and the reserve fund).  Therefore, the failure to pay principal on your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes.
Payment priorities increase risk of loss or delay in payment to certain classes of notes	Classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes.  In addition, because the principal of each class of notes generally will be paid sequentially, classes of notes that have higher numerical class designations generally are expected to be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes of notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished. If an event of default under the indenture has occurred and the notes have been accelerated, available funds will be paid first to the class A-1 notes until they have been paid in full, then pro rata to the other classes of notes based upon the outstanding principal amount of each such class.  As a result, in relation to the class A-1 notes, the yields of the class A-2 notes, the class A-3 notes and the class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if the available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated and you could suffer a loss. For more information on interest and principal payments, see “Description of the Notes—Payments of Interest” and “—Payments of Principal.”

Prepayments and potential losses following an indenture event of default could adversely affect your notes	If the notes have been accelerated following the occurrence of an event of default under the indenture, principal will then be paid first to the class A‑1 notes until they have been paid in full and then pro rata to the other classes of notes based upon the outstanding principal amount of each such class. If the maturity dates of the notes have been accelerated following the occurrence of an event of default arising from a payment default, the indenture trustee may, or acting at the direction of the holders of 51% of the aggregate principal amount of the notes, shall, sell the receivables and prepay the notes.  In addition, in the case of an event of default not arising from a payment default, the indenture trustee may sell the receivables and prepay the notes if (1) it obtains the consent of the holders of 100% of the aggregate principal amount of notes, (2) the proceeds of such sale are sufficient to cover all outstanding principal and interest on the notes or (3) the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes and obtains the consent of the holders of 66⅔% of the aggregate principal amount of the notes to the sale.  If principal is repaid to any holder of notes earlier than expected, such holder may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on such holder’s notes.  A holder of notes also may not be paid the full principal amount of such holder’s notes if the assets of the issuer are insufficient to pay the principal amount of such holder’s notes. For more information on events of default, the rights of the noteholders following the occurrence of an event of default and payments after an acceleration of the notes following the occurrence of an event of default, see “Description of the Notes—Events of Default,” “—Rights Upon Event of Default,” and “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”
Ratings of the notes are limited and may be reduced or withdrawn	The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes.  A rating is not a recommendation to purchase, hold or sell notes, and it does not comment as to market price or suitability for a particular investor.  The ratings of the notes address the assigning rating agency’s assessment of the likelihood of the payment of principal and interest on the notes according to their terms.  We cannot assure you that a rating will remain for any given period of time or that a rating agency will not lower, withdraw or qualify its rating if, in its judgment, circumstances in the future so warrant, or that one or more additional rating agencies, not hired by the sponsor or the depositor to rate the notes, may nonetheless provide a rating for the notes that will be lower than any rating assigned by a hired rating agency.  In addition, in the event that a rating with respect to any notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to such notes.  A reduction, withdrawal or qualification of a note’s rating would adversely affect its value. The sponsor will not hire any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes.  However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each qualified NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their respective affiliates will have any obligation to inform you of any unsolicited ratings assigned on or after the date of this prospectus.  NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.  In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

	None of the sponsor, the depositor, the indenture trustee, the owner trustee or any of their respective affiliates will be required to monitor any changes to the ratings on these notes.  Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes. Additionally, we note that it may be perceived that a rating agency has a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor or the issuer pays the fee charged by the rating agency for its rating services.
Retention of notes could adversely affect the market value of, and/or limit your ability to resell, your notes	The depositor or its affiliates will retain the class A-1 notes and the certificates and may retain some or all of one or more of the offered classes of notes.  As a result, the market for a retained class of notes may be less liquid than would otherwise be the case and, if retained notes are later sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
Risks Relating to the Receivables
Performance of the receivables is uncertai	The performance of the receivables will depend on a number of factors, including general economic conditions, unemployment levels, the effects of the continuing COVID-19 pandemic, the circumstances of individual obligors, the underwriting standards of MBFS USA at origination and the success of the servicer’s servicing and collection strategies.  Consequently, the performance of the receivables cannot be predicted with accuracy based on FICO® scores or other similar measures and may result in losses on your notes.
You may suffer losses upon a liquidation of the receivables if the liquidation proceeds are less than the amounts due on the outstanding notes	Under certain circumstances described in this prospectus, the receivables of the issuer may be sold after the occurrence of an event of default under the indenture.  The noteholders will suffer losses if the issuer sells the receivables for less than the total amount due on the notes.  We cannot assure you that sufficient funds would be available to repay the noteholders in full.

Vehicle recalls could adversely affect the performance of the pool assets	Obligors on receivables secured by vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables.  Significant increases in the inventory of pre-owned vehicles subject to a recall may also depress the prices at which repossessed vehicles may be sold or delay the timing of those sales.  If the default rate on the receivables increases and the price at which the related financed vehicles may be sold declines, you may experience losses with respect to your notes.  If any of these events materially affect collections on the receivables, you may experience delays in payments or losses on your notes.
Losses on the receivables may be affected disproportionately because of geographic concentration of the receivables	The servicer’s records indicate that, as of the cutoff date, 21.75%, 15.29%, 14.80%, 9.01%, 5.61% and 5.14% of the aggregate principal balance of the receivables are related to obligors with mailing addresses in California, Florida, Texas, New York, New Jersey and Georgia, respectively.  As of that date, no other state accounted for more than 5.00% of the aggregate principal balance of the receivables.  If any one or more of such States experiences adverse economic changes, including as a result of the COVID-19 pandemic, any future epidemic or pandemic or for other reasons, such as an increase in the unemployment rate, obligors in those states may be unable to make timely payments on their receivables and you may experience payment delays or losses on your notes. Further, the effect of extreme weather conditions or other natural disasters, such as hurricanes, floods and largescale wildfires, on the performance of the receivables is unclear, but extreme weather conditions or other natural disasters could cause substantial business disruptions, economic losses, unemployment, declines in consumer confidence and an economic downturn.  The effects of climate change could exacerbate such conditions and cause such events to occur with greater frequency and severity. As a result, the related obligor’s ability to make timely payments could be adversely affected.  We cannot predict whether adverse economic changes, extreme weather conditions or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.
The sale of the financed vehicle securing a defaulted receivable may not result in complete recovery of the amounts due	The servicer generally exercises its right to sell a vehicle securing a defaulted receivable after repossession.  There is no assurance that the amount of proceeds received by the servicer from the sale of the financed vehicle will be equal to or greater than the outstanding principal balance of the defaulted receivable.  The rate at which the value of a financed vehicle depreciates cannot be predicted and may exceed the rate at which the principal balance of the receivable amortizes.  As a result, the amount owed on a receivable could exceed the amount that could be obtained by the servicer from the repossession and sale of the related financed vehicle following an event of default by the obligor.  The risk is increased because, as set forth under “MBFS USA—Underwriting,” the maximum advance rate guidelines used in originating the receivables may result in a receivable having an initial principal balance in excess of the retail price or book value of the related financed vehicle.  This increases the risk that, following a default by the obligor, the amount realized on the sale of the financed vehicle will be less than the outstanding principal balance of the receivable.  This risk is further increased by the effects of the COVID-19 pandemic which could adversely affect pre-owned vehicle prices and the ability of the servicer to conduct normal collection, repossession and sale activities.  If financed vehicles are repossessed by the servicer at a time when auction markets are not functioning fully, or in the event of other factors such as the possible liquidation of the rental fleet of one or more car rental companies, the resulting sale proceeds are likely to be lower than expected, which could result in increased losses on defaulted receivables.  As a result, you may suffer losses on your notes if available credit enhancement for losses on the receivables is insufficient.

Market factors may reduce the value of pre-owned vehicles, which could result in increased losses on the receivables	Vehicles that are repossessed are typically sold at vehicle auctions as pre-owned vehicles.  The pricing of pre-owned vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, such as the introduction of new vehicle sales incentives, legislation relating to emissions and fuel efficiency, the possibility of vehicle recalls affecting the related vehicle models or brands and other factors that are beyond the control of the issuer, the depositor or the servicer.  Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect pre-owned vehicle prices, particularly those for the same or similar models.  Adverse conditions affecting one or more automotive manufacturers, including any that could result from a continuation of the COVID-19 pandemic and recalls, may negatively affect pre-owned vehicle prices for vehicles manufactured by that company.  In addition, the introduction of discount pricing incentives or other marketing incentive programs to encourage the purchase of new vehicles could result in reducing the demand for, and value of, pre-owned vehicles. Consumer preferences relating to pre-owned vehicles can change rapidly and can be influenced by a variety of economic and social factors, such as the current or anticipated future costs of gasoline.  Perceptions of the increased severity of the effects of climate change, particularly when combined with predictions that those effects may continue to grow and intensify in both the short and long term, could influence consumer efforts to mitigate or reduce climate change-related events by purchasing or leasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity). A decrease in demand for pre-owned vehicles may adversely affect the resale value of repossessed vehicles, which in turn could result in increased losses on the related receivables.
Excessive prepayments and defaults on receivables with higher annual percentage rates may adversely affect your notes	Interest collections that are in excess of the required interest payments on the notes and required payments to the servicer, the asset representations reviewer and the trustees could be used to cover realized losses on defaulted receivables.  Interest collections depend among other things on the annual percentage rate of a receivable.  The receivables have a range of annual percentage rates.  Excessive prepayments and defaults on the receivables with relatively higher annual percentage rates may adversely affect your notes by reducing such available interest collections in the future.

Risks Relating to MBFS USA
Paying the servicer a fee based on a percentage of the aggregate principal balance of the receivables may result in the inability to obtain a successor servicer	Because the servicer will be paid a base servicing fee based on a percentage of the aggregate principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time.  At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to assume the duties of the servicer with respect to the remaining receivables.  If there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period which could delay payments and reports to noteholders, adversely affect collections and ultimately lead to losses or delays in payments on your notes.
You may suffer a loss on your notes because the servicer may commingle collections on the receivables with its own funds	The servicer, so long as it continues to satisfy certain requirements, will be permitted to hold with its own funds collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the issuer until the day prior to the date on which the related distributions are made on the notes.  During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds.  If the servicer is unable to pay these amounts to the issuer on or before the related payment date, you might incur a delay in payment or a loss on your notes. For more information about the servicer’s obligations regarding payments on the receivables, see “Description of the Transaction Documents—Collections.”
A servicer default may result in additional costs or a diminution in servicing performance, which may have an adverse effect on your notes	If a servicer default occurs, the servicer may be removed by the holders of a majority of the notes or the indenture trustee acting on their behalf.  In the event of the removal of the servicer and an appointment of a successor servicer, we cannot predict: •          the cost of the transfer of servicing to such successor or •          the ability of such successor to perform the obligations and duties of the servicer under the   servicing agreement. Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted.

Mercedes-Benz Group AG and/or its subsidiaries are subject to legal risks relating to pending legal proceedings, claims as well as governmental investigations and orders

Mercedes-Benz Group AG and its subsidiaries (“Mercedes-Benz”), which include MBFS USA, are confronted with various legal proceedings and claims as well as government investigations and orders on a large number of topics, including vehicle safety, emissions, fuel economy, financial services, dealer, supplier and other contractual relationships, intellectual property rights (especially patent infringement lawsuits), warranty claims, environmental matters, antitrust matters (including actions for damages) as well as investor litigation. The automotive industry is subject to extensive governmental regulations worldwide. Laws in various jurisdictions govern occupant safety and the environmental impact of vehicles, including emissions levels, fuel economy and noise, as well as the emissions of the plants where vehicles or parts thereof are produced. In case regulations applicable in the different regions are not complied with, this could result in significant penalties and reputational harm or the inability to certify vehicles in the relevant markets. The cost of compliance with these regulations is considerable, and in this context, Mercedes-Benz continues to expect a significant level of costs. Mercedes-Benz is continuously subject to governmental information requests, inquiries, investigations, administrative orders and proceedings relating to various laws and regulations in connection with diesel exhaust emissions. The corresponding activities of various authorities worldwide are partly ongoing, as described below. These activities particularly relate to test results, the emission control systems used in Mercedes-Benz diesel vehicles and/or the interactions of Mercedes-Benz with the relevant authorities as well as related legal issues and implications, including, but not limited to, under applicable environmental, criminal, consumer protection and antitrust laws. In the United States, Mercedes-Benz Group AG and Mercedes-Benz USA, LLC (“MBUSA”) reached agreements in the third quarter of 2020 with various authorities to settle civil environmental claims regarding the emission control systems of certain diesel vehicles, which have become final and effective. The authorities take the position that Mercedes-Benz failed to disclose Auxiliary Emission Control Devices (AECDs) in certain of its U.S. diesel vehicles and that several of these AECDs are illegal defeat devices. As part of these settlements, Mercedes-Benz denied the allegations by the authorities and did not admit liability, but has agreed to, among other things, pay civil penalties, conduct an emission modification program for affected vehicles and take certain other measures. The failure to meet certain of those obligations may trigger additional stipulated penalties. In the first quarter of 2021, Mercedes-Benz paid the civil penalties. In April 2016, the U.S. Department of Justice (“DOJ”) requested that Mercedes-Benz conduct an internal investigation. Mercedes-Benz conducted such internal investigation in cooperation with DOJ’s investigation; DOJ’s investigation remains open. In addition, further U.S. state authorities have opened investigations pursuant to both local environmental and consumer protection laws and have requested documents and information.

In Canada, the Canadian environmental regulator Environment and Climate Change Canada (“ECCC”) is conducting an investigation in connection with diesel exhaust emissions based on the suspicion of potential violations of, amongst others, the Canadian Environmental Protection Act as well as potential undisclosed AECDs and defeat devices. Mercedes-Benz continues to cooperate with the investigating authorities. In Germany, the Stuttgart public prosecutor’s office issued a fine notice against Mercedes-Benz in September 2019 based on a negligent violation of supervisory duties, which became legally binding, thereby concluding the related administrative offense proceedings against Mercedes-Benz. The Stuttgart public prosecutor’s office is still conducting criminal investigation proceedings against Mercedes-Benz employees on the suspicion of, amongst others, fraud. In July 2021, the local court of Böblingen issued penal orders against three Mercedes-Benz employees based on, amongst others, fraud, which have become final. Between 2018 and 2020, the German Federal Motor Transport Authority (“KBA”) issued subsequent auxiliary provisions for the EC type approvals of certain Mercedes-Benz diesel vehicles, and ordered mandatory recalls as well as, in some cases, stops of the first registration. In autumn 2022, the KBA issued further decisions regarding vehicles equipped with an OM607 EU6 or EU5 diesel engine. In each of those cases, it held that certain calibrations of specified functionalities are to be qualified as impermissible defeat devices. Mercedes-Benz has a contrary legal opinion on this question and has filed timely objections against the KBA’s administrative orders and determinations mentioned above. To the extent the KBA did not redress the objections, Mercedes-Benz has filed lawsuits with the competent administrative court to have the controversial questions at issue clarified in a court of law. Irrespective of such objections and the lawsuits that are now pending, Mercedes-Benz continues to cooperate fully with the KBA. The new calibrations requested by the KBA were developed by Mercedes-Benz and assessed and approved by the KBA; the related recalls were initiated. It cannot be ruled out that under certain circumstances, software updates may have to be reworked, or further delivery and registration stops may be ordered or resolved by Mercedes-Benz as a precautionary measure, also with regard to the used-car, leasing and financing businesses. In the course of its regular market supervision, the KBA is routinely conducting further reviews of Mercedes-Benz vehicles and is asking questions about technical elements of the vehicles. In addition, Mercedes-Benz continues to be in a dialogue with the German Ministry for Digital and Transport (BMDV) to conclude the analysis of the diesel-related emissions matter and to further the update of affected customer vehicles. In light of the aforementioned administrative orders issued by the KBA, and continued discussions with the KBA and the BMDV, it cannot be ruled out completely that additional administrative orders may be issued in the course of the ongoing and/or further investigations. Since September 1, 2020, this also applies to responsible authorities of other member states and the European Commission, which conduct market surveillance under the new European Type Approval Regulation and can take measures upon assumed non-compliance, irrespective of the place of the original type approval, and also to the British market surveillance authority DVSA (Driver and Vehicle Standards Agency).

In addition to the aforementioned authorities, national cartel authorities and other authorities of various foreign States, including the South Korean Ministry of Environment, the South Korean competition authority (Korea Fair Trade Commission) and the Seoul public prosecutor’s office (South Korea) are conducting various investigations and/or procedures in connection with diesel exhaust emissions. In this context, South Korean authorities have made determinations and imposed sanctions against Mercedes-Benz. Mercedes-Benz has appealed the determinations and sanctions imposed by the South Korean administrative authorities (Ministry of Environment und Korea Fair Trade Commission). The proceedings described in this paragraph are still ongoing. Mercedes-Benz continues to fully cooperate with the authorities and institutions. Irrespective of such cooperation and in light of the past developments, it is possible that further regulatory, criminal and administrative investigative and enforcement actions and measures relating to Mercedes-Benz and/or its employees will be taken or administrative orders will be issued. Additionally, further delays in obtaining regulatory approvals necessary to introduce new or recertify existing vehicle models could occur. Regarding the proceedings and processes still in progress, Mercedes-Benz cannot at this time make any statement to their outcome. In light of the legal positions taken by U.S. regulatory authorities and the KBA as well as the South Korean Ministry of Environment, amongst others, it cannot be ruled out that, besides these authorities, one or more authorities worldwide will reach the conclusion that other passenger cars and/or commercial vehicles with the brand name Mercedes-Benz or other brand names of the Mercedes-Benz Group are equipped with impermissible defeat devices. Likewise, such authorities could take the view that certain functionalities and/or calibrations are not proper and/or were not properly disclosed. It cannot be ruled out that Mercedes-Benz will become subject to, as the case may be, significant additional fines and other sanctions, measures and actions. The occurrence of the aforementioned events in whole or in part could cause significant collateral damage including reputational harm. Further, due to negative allegations or findings with respect to technical or legal issues by one of the various governmental agencies, other agencies – or also plaintiffs – could also adopt such allegations or findings. Thus, a negative allegation or finding in one proceeding carries the risk of being able to have an adverse effect on other proceedings, also potentially leading to new or expanded investigations or proceedings, including lawsuits. In addition, the ability of Mercedes-Benz to defend itself in proceedings could be impaired by concluded proceedings and their underlying allegations as well as by results or developments in any of the information requests, inquiries, investigations, administrative or criminal orders, legal actions and/or proceedings discussed above. In particular, any remediation requirements, recalls or delivery and registration stops of Mercedes-Benz diesel vehicles, or reputational harm to the Mercedes-Benz brand, could adversely affect the sales prices of used Mercedes-Benz passenger cars and sport utility vehicles, including the values of the financed vehicles, and the residual values of Mercedes-Benz passenger cars and sport utility vehicles that are leased. None of the financed vehicles will be diesel vehicles.

	Notwithstanding the foregoing, MBFS USA does not believe that the outcome of any of the inquiries and investigations pertaining to Mercedes-Benz will have a material adverse effect on the financial condition of MBFS USA or on the ability of MBFS USA to perform its obligations under the transaction documents relating to the issuance of the notes.

Legal and Regulatory Risks
An MBFS USA bankruptcy could result in delays in payment or losses on your notes	If MBFS USA were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes.  MBFS USA will sell the receivables to the depositor, and the depositor will sell the receivables to the issuer.  However, if MBFS USA is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by MBFS USA to the depositor was not a true sale for bankruptcy purposes and that MBFS USA still owns the receivables.  The court also could conclude that MBFS USA and the depositor should be consolidated for bankruptcy purposes.  If the court were to reach either of these conclusions, you could experience losses or delays in payments on your notes because: •          the indenture trustee will not be able to exercise remedies against MBFS USA on your behalf without permission from the court; •          the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables; •          tax or other government liens on MBFS USA’s property that arose before the transfer of the receivables to the issuer will be paid from the collections on the receivables before the collections are used to make payments on your notes; and •          the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by MBFS USA at the time that a bankruptcy proceeding begins. MBFS USA and the depositor have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to the depositor was not a “true sale” or that MBFS USA and the depositor should be consolidated for bankruptcy purposes. For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations and Matters Relating to Bankruptcy.”
A depositor bankruptcy could result in losses or payment delays with respect to your notes	Mercedes-Benz Retail Receivables LLC, as depositor, intends that its transfer of the receivables to the issuer will be a valid sale and assignment of the receivables to the issuer for non-tax purposes.  If the depositor were to become a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of the depositor or the depositor itself were to take the position that the sale of receivables by the depositor to the issuer for non-tax purposes should instead be treated as a pledge of the receivables to secure a borrowing by it, delays in payments of collections on or in respect of the receivables to the noteholders could occur.  If a court ruled in favor of any such debtor, creditor or trustee, reductions in the amounts of those payments could result.  A tax or governmental lien on the property of the depositor arising before the transfer of the receivables to the issuer may have priority over the issuer’s interest in those receivables even if the transfer of the receivables to the issuer is characterized as a sale for non-tax purposes.

Interests of other persons in the receivables or financed vehicles could reduce the funds available to make payments on your notes

UCC financing statements will be filed reflecting the sale of the receivables by MBFS USA to the depositor and by the depositor to the issuer.  Each of MBFS USA and the depositor will mark its accounting records to reflect its sale of the receivables.  However, because the servicer will maintain possession of the physical installment sales contracts and installment loans evidencing the receivables and will not segregate or mark the contracts and loans as belonging to the issuer, another person could acquire an interest in receivables evidenced by a physical installment sales contract or installment loan that is superior to the issuer’s interest in those receivables by obtaining physical possession of the installment sales contracts or installment loans representing those receivables without knowledge of the assignment of the receivable to the issuer.  In addition, another person could acquire an interest in a receivable that is superior to the issuer’s interest in the receivable if the receivable is evidenced by an electronic contract and the servicer loses, or never obtains, control over the authoritative copy of the contract and another party purchases the receivable evidenced by the contract without knowledge of the issuer’s interest.  If another person acquires an interest in a receivable that is superior to the issuer’s interest, some or all of the collections on that receivable may not be available to make payments on your notes. Additionally, if another person acquires an interest in a vehicle financed by a receivable that is superior to the issuer’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on your notes. The issuer’s security interest in the financed vehicles could be impaired for one or more of the following reasons: •          MBFS USA or the depositor might fail to perfect its security interest in a financed vehicle; •          another person may acquire an interest in a financed vehicle that is superior to the issuer’s security interest through fraud, forgery, negligence or error because the servicer will not amend the certificate of title or ownership to identify the issuer as the new secured party; •          the issuer may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the issuer;

	•          holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the issuer’s security interest; and •          the issuer may lose its security interest in vehicles confiscated by the government. MBFS USA will be obligated to repurchase from the issuer any receivable sold by it to the issuer as to which a perfected security interest in the name of MBFS USA in the vehicle securing the receivable did not exist as of the date such receivable was transferred to the issuer.  However, MBFS USA will not be required to repurchase a receivable if a perfected security interest in its name in the vehicle securing a receivable has not been perfected in the issuer or if the security interest in a related vehicle or the receivable becomes impaired after the receivable is sold to the issuer.  If the issuer does not have a perfected security interest in a vehicle, its ability to realize on the vehicle following an event of a default under the related receivable may be adversely affected and some or all of the collections on that vehicle may not be available to make payment on your notes.
Consumer protection laws may reduce payments on your notes	Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on motor vehicle installment sales contracts and installment loans.  Some of these laws make an assignee of the contract or loan, such as the issuer, liable to the obligor for any violation by the lender.  Any liabilities of the issuer under these laws could reduce the funds that the issuer would otherwise have to make payments on your notes. For more information about consumer protection laws, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws.”
Federal financial regulatory reform and other regulatory actions could have an adverse effect on the sponsor, the depositor or the issuer	The Dodd–Frank Wall Street Reform and Consumer Protection Act provides for enhanced regulation of financial institutions and non-bank financial companies, derivatives and asset-backed securities offerings and enhanced oversight of credit rating agencies. The Dodd-Frank Act also created the Consumer Financial Protection Bureau, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services.  In 2015, MBFS USA became subject to the CFPB’s supervisory authority when the CFPB’s final rule over “larger participants” in the auto finance industry took effect.  Such supervisory authority allows the CFPB to conduct comprehensive and rigorous examinations to assess compliance with consumer financial protection laws, which could result in enforcement actions, regulatory fines and mandated changes to MBFS USA’s business products, policies and procedures. Compliance with the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as MBFS USA or its affiliates.  No assurance can be given that the new standards will not have an adverse effect on the marketability of asset-backed securities such as the notes, the servicing of the receivables, MBFS USA’s securitization program or the regulation or supervision of MBFS USA.

In an ongoing federal court case, the CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles.  On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers.  CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.).  On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate appeal and stayed the case pending resolution of any appeal.  On April 29, 2022, the Third Circuit Court of Appeals granted the defendants trusts’ petition for permission to appeal.  Depending upon the outcome of the appeal, the CFPB may rely on this decision as precedent in investigating and bringing enforcement actions against other securitization vehicles, including the issuer, in the future. In February 2022, the CFPB also issued a compliance bulletin regarding the repossession of motor vehicles in which it stated its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate the law, and the CFPB also described its intention to hold loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles.  It is possible that the CFPB may bring enforcement actions against securitization trusts holding automobile loans, such as the issuer, and servicers in the future. In addition, the Federal Trade Commission and state attorneys general have recently increased their scrutiny of motor vehicle dealers and auto lending, particularly with respect to antidiscrimination and deception concerns related to the prices of and fees charged in connection with automobile financing, including add-on products such as GAP insurance and extended warranties.  Additionally, California recently enacted a law governing the sale, offering or administration of GAP in connection with retail installments contracts. The Dodd-Frank Act also creates a liquidation framework under which the FDIC may be appointed as receiver following a “systemic risk determination” by the Secretary of Treasury (in consultation with the President) for the resolution of certain nonbank financial companies and other entities, defined as “covered financial companies” and commonly referred to as “systemically important entities,” in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their subsidiaries.  With respect to the new liquidation framework for systemically important entities, no assurances can be given that such framework would not apply to the sponsor or its subsidiaries, including the issuer and the depositor, although the expectation embedded in the Dodd-Frank Act is that the framework will be invoked only very rarely.  Guidance from the FDIC indicates that such new framework will in certain cases be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to the sponsor, the depositor and the issuer.  The provisions of the new framework, however, provide the FDIC with certain powers not possessed by a trustee in bankruptcy under existing bankruptcy laws.  Under some applications of these and other provisions of the new framework, payments on the notes could be reduced, delayed or otherwise negatively affected.

Further, changes to the regulatory framework in which MBFS USA operates, including, for example, laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) or laws, regulations, executive orders or other guidance in response to the COVID-19 pandemic could have a significant impact on the servicer or the issuer and could adversely affect the timing and amount of payments on your notes.

General Risks
Adverse events arising from the coronavirus pandemic could result in payment delays and losses on the notes	The coronavirus resulted in significant volatility worldwide. In its initial stages, the COVID-19 pandemic adversely affected sales of Mercedes-Benz vehicles and smart cars in the United States and led to significant adverse effects on production, the procurement market and the supply chain. Moreover, further adverse developments relating to the COVID-19 pandemic, especially if restrictive measures are reimposed, or in the event of continuing or additional waves of infections and new variants, could not only affect sales of Mercedes-Benz vehicles and smart cars in the United States, but could also more significantly affect production, the procurement market and the supply chain. In response to the COVID-19 pandemic, certain governmental authorities, including United States federal, state or local governments, implemented or proposed regulations, executive orders or other guidance or took other actions, to permit obligors to forego making scheduled payments for some period of time or required modification to the contracts and some states enacted executive orders to preclude creditors from exercising certain rights or taking certain actions with respect to the motor vehicles retail installment sale contracts and loans, including repossession or liquidation of vehicles.   For example, in the Spring of 2020 many physical vehicle auction sites were required to temporarily close as a result of the COVID-19 pandemic, and the auction prices for used vehicles decreased.  While the auction market subsequently experienced a recovery, the market and the ability to conduct auction sales could be adversely effected by a resurgence of the COVID-19 pandemic or other macro factors.  If financed vehicles are repossessed while the auction market is not fully functioning, the sale or disposition proceeds may be lower than expected which could negatively affect cashflows on the notes. Moreover, in addition to the foregoing, the COVID-19 pandemic may also have the effect of heightening many of the other risks in this section, including those relating to receivables performance, geographic concentration of the obligors, value of the financed vehicles, regulatory risks, credit ratings and secondary market liquidity of the notes.

Adverse economic conditions could adversely affect the performance of the receivables, which could result in losses on your notes	An economic downturn may adversely affect the performance of the receivables.    High unemployment, declines in consumer confidence, price inflation and expectations of future inflation, rising interest rates and a general reduction in the availability of credit may lead to increased delinquencies and default rates by obligors, as well as decreased consumer demand for pre-owned vehicles and reduced pre-owned vehicle prices, which could increase the amount of losses on defaulted vehicle loans and contracts.    No prediction can be given as to the degree of increases in the rates of delinquencies, defaults or losses on the receivables resulting from deteriorating economic conditions, but if not covered by credit enhancement, these increases could result in delays in payments and losses on the notes.
Financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of, and/or limit your ability to resell, your notes	The COVID-19 pandemic resulted in disruptions in global financial markets that reduced liquidity and created uncertainty regarding future market performance and viability.  Current conditions, including rising inflation and economic pressures arising from the Russian invasion of Ukraine, have also created and exacerbated such uncertainties.  For several years after the 2008 financial crisis, events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities and the lowering of ratings on certain asset-backed securities caused a significant reduction in liquidity in the secondary market for asset-backed securities.    Such events, or the occurrence of future events having widespread market impacts, including as a result of the UK’s withdrawal from the EU, or in connection with regional or worldwide epidemics or pandemics, could adversely affect the market value of your notes and/or limit your ability to resell your notes. Furthermore, over the past several years, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  Concerns regarding sovereign debt may spread to other countries at any time.  There can be no assurance that this uncertainty relating to the sovereign debt of various countries will not lead to further disruption of the financial and credit markets in the United States, which could adversely affect the market value of your notes.

Armed conflict and terrorist activities could result in losses on your notes

The long-term economic impact of the United States’ military operations in various countries as well as any future terrorist activities and tensions in other regions of the world, including Europe and Asia, and Russia’s invasion of Ukraine remains uncertain but could have a material adverse effect on general economic conditions, consumer confidence, market liquidity and the performance of the receivables.  You should consider the possible effects of these events on the delinquency, default and prepayment experience of the receivables.  Under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a motor vehicle installment sales contract or installment loan for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions.  In addition, pursuant to the laws of various states, under certain circumstances payments on motor vehicle installment sales contracts or installment loans such as the receivables of residents of such states who are called into active duty with the National Guard or the reserves will automatically be deferred.  On July 29, 2022, the CFPB and the Department of Justice sent a notification letter to certain auto lending and leasing companies reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act.  No information can be provided as to the number of receivables that may be affected.  If an obligor’s obligation to repay a receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts.  Any resulting shortfalls in interest or principal will reduce the amount available for distribution on your notes.

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acquiring, holding and managing the assets of the Issuer, including the Receivables, and the proceeds of those assets;

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issuing the Notes and Certificates;

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using (or permitting the Depositor to use) the proceeds of the sale of the Notes to (i) purchase the Receivables on the Closing Date, (ii) fund the Reserve Fund, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) 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		$	435,500,000.00	(1)
Class A-2 Notes			657,500,000.00
Class A-3 Notes			657,500,000.00
Class A-4 Notes			118,600,000.00
Certificates (initial overcollateralization)(2)			248,633,131.01
Total		$	2,117,733,131.01

(1)	The Class A-1 Notes are not being offered hereby.

(2)	Includes initial Yield Supplement Overcollateralization Amount.

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security interests in the Financed Vehicles;

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the rights to proceeds, if any, from claims on certain theft, physical damage, credit life and credit disability insurance policies, if any, and extended warranties covering the Financed Vehicles or the obligors;

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the rights of MBFS USA and the Depositor to the documents and instruments contained in the files relating to the Receivables;

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amounts as from time to time may be held in the Collection Account, the Note Payment Account and the Reserve Fund;

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any proceeds of recourse rights against the dealer that sold a Receivable to MBFS USA;

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certain rights under the Transaction Documents; and

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any and all proceeds of the above items.

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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 the consolidation or merger would have no material adverse federal income tax consequence to the Issuer or to the Noteholders or Certificateholders;

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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 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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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 or 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 Financed Vehicles and except as may be created by the terms of the Indenture; or

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permit the lien of the Indenture not to constitute a valid and perfected first priority security interest in the assets of the Issuer, other than with respect to any such tax, mechanics’ or other lien on the Financed Vehicles.

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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 or the holders of the residual interest in the Issuer; and

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executing documents on behalf of the Issuer.

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the Servicer under the Sale and Servicing Agreement 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 Receivables Purchase Agreement or the Trust Agreement; or

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the Indenture Trustee under the Indenture.

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

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

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the Servicer has exercised its Optional Purchase Right to purchase all remaining Receivables.

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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 Receivable 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.

		For the Nine Months Ended September 30,
		2022				2021
Number of motor vehicle installment sales contracts and installment loans acquired			77,265				107,079
Amount financed		$	4,664,980,341			$	5,253,082,576
Secured by new vehicles		$	2,464,893,482			$	2,402,024,412
Secured by pre-owned vehicles		$	2,200,086,859			$	2,851,058,164

		For the Year Ended December 31,
		2021				2020				2019				2018				2017
Number of motor vehicle installment sales contracts and installment loans acquired			138,361				139,262				103,807				92,770				69,974
Amount financed		$	6,997,256,571			$	6,241,920,758			$	4,392,895,286			$	3,884,986,262			$	2,920,608,977
Secured by new vehicles		$	3,232,019,206			$	2,949,267,883			$	1,699,097,870			$	1,524,781,980			$	1,484,675,557
Secured by pre-owned vehicles		$	3,765,237,365			$	3,292,652,875			$	2,693,797,416			$	2,360,204,282			$	1,435,933,420

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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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Mail Tracking System – Electronic notification from the U.S. Post Office when a customer places a MBFS USA remittance in the U.S. mail;

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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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if the vehicle has been repossessed, sold, and MBFS USA has made a final determination of any deficiency owed on the account;

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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 USA that the financed vehicle is of no value or the financed vehicle is abandoned by MBFS USA due to condition and cost to repossess.

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A maximum of eight extensions over the life of the Contract;

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No more than three extensions within the last 12 months;

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The first four contract payments must be paid before any extension will be allowed; and

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The extension must bring the account current.

		As of September 30,
		2022				2021
Number of receivables serviced			359,000				364,477
Period of delinquency
31 – 60 days			3,315				2,157
61 – 90 days			967				598
91 days or more			716				375
Total number of receivables delinquent			4,998				3,130
Delinquencies as a percentage of receivables outstanding			1.39	%			0.85	%

		As of December 31,
		2021				2020				2019				2018				2017
Number of receivables serviced			368,111				339,023				289,039				263,997				245,021
Period of delinquency
31 – 60 days			2,918				2,787				2,834				2,474				2,082
61 – 90 days			805				744				734				667				588
91 days or more			477				461				478				440				417
Total number of receivables delinquent			4,200				3,992				4,046				3,581				3,087
Delinquencies as a percentage of number of receivables outstanding			1.14	%			1.18	%			1.40	%			1.36	%			1.26	%

(1)	The information includes retail installment sales contracts and installment loans for new and used automobiles including receivables that MBFS USA has sold to third parties but MBFS USA continues to service.

		For the Nine Months Ended September 30,
		2022				2021
Principal balance of receivables serviced at end of period		$	11,253,424			$	10,830,280
Average during period(2)		$	11,122,997			$	10,403,803
Net charge-offs of receivables during period(3)		$	57,787			$	45,898
Recoveries of receivables charged off in current and prior periods(4)		$	21,774			$	25,275
Net losses		$	36,013			$	20,622
Net losses as a percentage of average receivables outstanding during period (annualized)			0.43	%			0.26	%

		For the Year Ended December 31,
		2021				2020				2019				2018				2017
Principal balance of receivables serviced at end of period		$	11,082,449			$	9,567,600			$	7,648,526			$	6,569,827			$	5,802,314
Average during period(2)		$	10,554,732			$	8,594,515			$	7,093,520			$	6,237,277			$	5,879,716
Net charge-offs of receivables during period(3)		$	60,410			$	66,033			$	55,811			$	38,950			$	37,490
Recoveries of receivables charged off in current and prior periods(4)		$	31,865			$	23,343			$	20,015			$	14,229			$	14,448
Net losses		$	28,545			$	42,690			$	35,797			$	24,721			$	23,043
Net losses as a percentage of average receivables outstanding during period (annualized)			0.27	%			0.50	%			0.50	%			0.40	%			0.39	%

(1)

The information includes retail installment sales contracts and installment loans for new and used automobiles including receivables that MBFS USA has sold to third parties but MBFS USA continues to service.  All amounts and percentages are based on the principal balance of the receivables, which does not include unearned interest.

(2)	Annualized average of the loan balance is calculated for the period by dividing the total monthly amounts by the number of months in the period.

(3)	Net charge-offs represent the net principal balance of receivables determined to be uncollectible in the period from dispositions of related vehicles.  Net charge-offs include expenses associated with collection, repossession or disposition of the vehicle.

(4)	Recoveries generally include amounts received on receivables following the time at which the receivable is charged off.  Recoveries are net of expenses associated with collection.

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was originated in the United States of America;

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is secured by a new or pre-owned Mercedes-Benz passenger car or sport utility vehicle or a smart fortwo microcar that is not powered by a diesel engine;

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as of the Cutoff Date, had a remaining principal balance of not more than $220,000.00 and not less than $2,000.00;

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had an original term to maturity (based on the number of scheduled payments) of not more than 72 months and not less than 12 months and, as of the Cutoff Date, a remaining term to maturity (based on number of remaining monthly payments) of not more than 71 months and not less than 3 months;

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provides for the allocation of payments to interest and principal based on the simple interest method;

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has a Contract Rate of at least 0.00% and not more than 12.00%;

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provides for level scheduled monthly payments that fully amortize the amount financed over its original term to maturity (except that the period between the contract date and the first payment date may be less than or greater than one month and except for the first and last payments, which may be minimally different from the level payments);

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has a loan-to-value ratio between 25.00% and 150.00%;

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as of the Cutoff Date, is not delinquent by more than 30 days;

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as of the Cutoff Date, is not secured by a Financed Vehicle that has been repossessed;

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as of the Cutoff Date, does not relate to an obligor who is the subject of a bankruptcy proceeding;

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is evidenced, if in tangible form, by only one original contract and, if in electronic form, by the authoritative copy; and

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

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the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and

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the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.

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the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and

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the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.

Historical Delinquency Status		Number of Receivables				Percentage of Total Number of Receivables				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance
Delinquent no more than once for 31-60 days(1)			1,317				2.49	%		$	57,164,773.57				2.70	%
Delinquent at least once for 61 days or more			0				0.00				0.00				0.00
No history of delinquency			51,510				97.51				2,060,568,357.44				97.30
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

(1)	Delinquent no more than once for 31-60 days represent accounts that were delinquent once but never exceeded 60 days past due.

Number of Extensions			Number of Receivables				Percentage of Total Number of Receivables				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance
0				52,164				98.74	%		$	2,098,204,822.30				99.08	%
1				663				1.26				19,528,308.71				0.92
Total				52,827				100.00	%		$	2,117,733,131.01				100.00	%

		Pre-Owned Financed Vehicles				New Financed Vehicles				Total
Aggregate Principal Balance		$	1,055,946,677.00			$	1,061,786,454.01			$	2,117,733,131.01
Percentage of Cutoff Date Pool Balance			49.86	%			50.14	%			100.00	%
Number of Receivables			32,086				20,741				52,827
Percentage of Receivables			60.74	%			39.26	%			100.00	%
Average Principal Balance		$	32,909.89			$	51,192.64			$	40,088.08
Average Original Principal Balance		$	43,587.09			$	66,903.05			$	52,741.43
Weighted Average Contract Rate			4.68	%			5.01	%			4.85	%
Contract Rate (Range)		0.00% to 11.99%				0.00% to 11.99%				0.00% to 11.99%
Weighted Average Original Term(1)		66.68 months				68.28 months				67.48 months
Original Term (Range)(1)		18 months to 72 months				24 months to 72 months				18 months to 72 months
Weighted Average Remaining Term(2)		53.24 months				55.39 months				54.32 months
Remaining Term (Range)(2)		3 months to 71 months				3 months to 71 months				3 months to 71 months
Weighted Average FICO® Score(3)			754.13				763.11				758.63
Range of FICO® Scores(3)		650 to 899				650 to 899				650 to 899

(1)	Based on the number of scheduled monthly payments at origination.

(2)	Based on the number of monthly payments remaining as of the Cutoff Date.

(3)	The FICO® score with respect to any receivable with co-obligors is the highest of each obligor’s FICO® score at the time of application.

FICO® Score Range		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
650 to 699			10,523				19.92	%		$	462,462,077.94				21.84	%
700 to 749			12,638				23.92				546,949,630.65				25.83
750 to 799			12,065				22.84				489,461,451.81				23.11
800 to 849			11,230				21.26				412,987,145.52				19.50
850 to 899			6,371				12.06				205,872,825.09				9.72
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

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

Original Term Range(1)		Number of Receivables				Percentage of Total Number of Receivables(2)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(2)
13 months to 24 months			85				0.16	%		$	1,505,358.02				0.07	%
25 months to 36 months			5,084				9.62				97,565,551.39				4.61
37 months to 48 months			2,615				4.95				72,239,553.97				3.41
49 months to 60 months			7,375				13.96				267,306,610.01				12.62
61 months to 72 months			37,668				71.30				1,679,116,057.62				79.29
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

(1)	Based on the original number of scheduled monthly payments.

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

Remaining Term Range(1)		Number of Receivables				Percentage of Total Number of Receivables(2)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(2)
3 months to 12 months			2,348				4.44	%		$	19,504,775.02				0.92	%
13 months to 24 months			4,138				7.83				69,032,148.93				3.26
25 months to 36 months			5,357				10.14				130,648,992.16				6.17
37 months to 48 months			11,047				20.91				358,340,425.92				16.92
49 months to 60 months			16,441				31.12				711,657,688.37				33.60
61 months to 72 months			13,496				25.55				828,549,100.61				39.12
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

(1)	Based on the number of monthly payments remaining as of the Cutoff Date.

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

Obligor Mailing Address		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
California			11,464				21.70	%		$	460,537,560.77				21.75	%
Florida			7,137				13.51				323,791,590.14				15.29
Texas			7,322				13.86				313,380,116.60				14.80
New York			4,850				9.18				190,711,090.98				9.01
New Jersey			3,252				6.16				118,740,636.22				5.61
Georgia			2,521				4.77				108,834,187.00				5.14
North Carolina			1,350				2.56				49,682,460.14				2.35
Virginia			1,148				2.17				41,077,017.53				1.94
Massachusetts			1,225				2.32				40,748,781.96				1.92
Arizona			1,045				1.98				40,430,656.75				1.91
Louisiana			921				1.74				38,622,310.14				1.82
Tennessee			823				1.56				36,322,737.17				1.72
Ohio			963				1.82				33,663,003.66				1.59
Washington			809				1.53				28,913,966.04				1.37
Alabama			740				1.40				28,704,910.63				1.36
Colorado			609				1.15				25,467,046.96				1.20
Michigan			647				1.22				25,148,099.71				1.19
Connecticut			767				1.45				25,018,356.19				1.18
Mississippi			512				0.97				22,170,182.09				1.05
South Carolina			620				1.17				21,523,350.40				1.02
Minnesota			478				0.90				15,075,800.09				0.71
Oklahoma			362				0.69				14,005,344.28				0.66
Missouri			379				0.72				13,481,768.86				0.64
Kentucky			354				0.67				13,184,395.45				0.62
Indiana			290				0.55				10,789,024.19				0.51
Oregon			321				0.61				9,735,066.61				0.46
Arkansas			262				0.50				9,488,012.81				0.45
Utah			200				0.38				8,634,422.16				0.41
Wisconsin			217				0.41				7,960,193.59				0.38
Rhode Island			209				0.40				6,352,220.96				0.30
New Hampshire			178				0.34				5,847,068.14				0.28
Kansas			155				0.29				5,452,500.77				0.26
Delaware			126				0.24				4,766,383.57				0.23
Other(2)			571				1.08				19,472,868.45				0.92
Total			52,827				100.00	%		$	2,117,733,131.01				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 Pool Balance.

Model Year		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
2015			672				1.27	%		$	6,722,416.65				0.32	%
2016			1259				2.38				22,470,440.93				1.06
2017			5,526				10.46				121,448,279.05				5.73
2018			10,963				20.75				310,622,814.38				14.67
2019			8,684				16.44				309,873,991.44				14.63
2020			7,369				13.95				284,302,921.45				13.42
2021			10,690				20.24				529,761,949.96				25.02
2022			7,664				14.51				532,530,317.15				25.15
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

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

Contract Rate Range			Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
0.00	%			1,108				2.10	%		$	14,535,596.88				0.69	%
0.01% to 1.00%				886				1.68				15,060,961.73				0.71
1.01% to 2.00%				5,413				10.25				123,341,652.13				5.82
2.01% to 3.00%				13,445				25.45				408,061,715.59				19.27
3.01% to 4.00%				10,993				20.81				368,017,494.64				17.38
4.01% to 5.00%				7,440				14.08				361,453,265.80				17.07
5.01% to 6.00%				4,290				8.12				242,296,609.99				11.44
6.01% to 7.00%				4,767				9.02				295,263,912.12				13.94
7.01% to 8.00%				3343				6.33				218,882,132.53				10.34
8.01% to 9.00%				730				1.38				47,048,322.10				2.22
9.01% to 10.00%				174				0.33				9,375,921.32				0.44
10.01% to 11.00%				87				0.16				5,299,122.50				0.25
11.01% or greater				151				0.29				9,096,423.68				0.43
Total				52,827				100.00	%		$	2,117,733,131.01				100.00	%

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

Original Principal Balance				Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
$	0.01 to $10,000.00				61				0.12	%		$	350,888.00				0.02	%
$	10,000.01 to $20,000.00				1,801				3.41				18,679,214.86				0.88
$	20,000.01 to $30,000.00				7,529				14.25				129,552,053.26				6.12
$	30,000.01 to $40,000.00				12,617				23.88				312,939,023.77				14.78
$	40,000.01 to $50,000.00				10,648				20.16				349,342,346.28				16.50
$	50,000.01 to $60,000.00				6,592				12.48				269,247,350.01				12.71
$	60,000.01 to $70,000.00				3,841				7.27				191,213,687.07				9.03
$	70,000.01 to $80,000.00				2,792				5.29				163,977,301.53				7.74
$	80,000.01 to $90,000.00				1,774				3.36				118,878,026.22				5.61
$	90,000.01 to $100,000.00				1156				2.19				88,807,925.30				4.19
$	100,000.01 to $110,000.00				818				1.55				70,660,373.73				3.34
$	110,000.01 to $120,000.00				595				1.13				56,843,669.90				2.68
$	120,000.01 to $130,000.00				471				0.89				49,802,411.88				2.35
$	130,000.01 to $140,000.00				420				0.80				48,654,460.93				2.30
$	140,000.01 to $150,000.00				394				0.75				47,826,188.86				2.26
$	150,000.01 to $160,000.00				314				0.59				41,174,544.25				1.94
$	160,000.01 to $170,000.00				244				0.46				34,266,829.70				1.62
$	170,000.01 to $180,000.00				172				0.33				25,303,357.97				1.19
$	180,000.01 to $190,000.00				141				0.27				21,442,429.22				1.01
$	190,000.01 to $200,000.00				150				0.28				24,372,410.26				1.15
$	200,000.01 to $210,000.00				107				0.20				18,811,898.88				0.89
$	210,000.01 to $220,000.00				91				0.17				16,788,796.09				0.79
$	220,000.01 to $230,000.00				63				0.12				11,771,135.74				0.56
$	230,000.01 to $240,000.00				25				0.05				4,761,899.73				0.22
$	240,000.01 to $250,000.00				11				0.02				2,264,907.57				0.11
Total					52,827				100.00	%		$	2,117,733,131.01				100.00	%

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

Model Type		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
ML/GLE			9,644				18.26	%		$	442,332,156.10				20.89	%
GLK/GLC			10,740				20.33				330,018,898.35				15.58
C-Class			8,897				16.84				244,336,074.85				11.54
E-Class			6,036				11.43				205,843,866.20				9.72
S-Class			2,467				4.67				190,216,912.10				8.98
G-Class			1,380				2.61				182,381,562.05				8.61
GL/GLS			3,291				6.23				181,911,682.18				8.59
GLB-Class			2,658				5.03				89,564,250.16				4.23
GLA-Class			3,517				6.66				86,853,658.12				4.10
CLA-Class			2188				4.14				58,230,803.74				2.75
AMG GT-Class			451				0.85				46,456,043.52				2.19
A-Class			1055				2.00				31,708,860.08				1.50
CLS-Class			235				0.44				13,775,214.17				0.65
SL-Class			137				0.26				10,738,610.53				0.51
SLC/SLK			89				0.17				2,999,377.61				0.14
SMART			42				0.08				365,161.25				0.02
Total			52,827				100.00	%		$	2,117,733,131.01				100.00	%

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

Remaining Principal Balance				Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
$	0.01 to $10,000.00				3,261				6.17	%		$	21,640,961.61				1.02	%
$	10,000.01 to $20,000.00				8,131				15.39				126,213,829.44				5.96
$	20,000.01 to $30,000.00				12,143				22.99				305,096,260.13				14.41
$	30,000.01 to $40,000.00				10,508				19.89				364,431,928.76				17.21
$	40,000.01 to $50,000.00				6,473				12.25				287,941,373.24				13.60
$	50,000.01 to $60,000.00				3,703				7.01				202,355,058.72				9.56
$	60,000.01 to $70,000.00				2,450				4.64				158,833,341.35				7.50
$	70,000.01 to $80,000.00				1,632				3.09				121,948,929.66				5.76
$	80,000.01 to $90,000.00				994				1.88				84,334,700.40				3.98
$	90,000.01 to $100,000.00				743				1.41				70,427,304.37				3.33
$	100,000.01 to $110,000.00				587				1.11				61,464,014.91				2.90
$	110,000.01 to $120,000.00				496				0.94				56,895,922.27				2.69
$	120,000.01 to $130,000.00				388				0.73				48,430,535.09				2.29
$	130,000.01 to $140,000.00				345				0.65				46,482,812.12				2.19
$	140,000.01 to $150,000.00				277				0.52				40,078,140.83				1.89
$	150,000.01 to $160,000.00				211				0.40				32,717,399.21				1.54
$	160,000.01 to $170,000.00				142				0.27				23,389,132.06				1.10
$	170,000.01 to $180,000.00				106				0.20				18,497,511.25				0.87
$	180,000.01 to $190,000.00				85				0.16				15,758,071.51				0.74
$	190,000.01 to $200,000.00				67				0.13				13,124,932.72				0.62
$	200,000.01 to $210,000.00				53				0.10				10,819,770.14				0.51
$	210,000.01 to $220,000.00				32				0.06				6,851,201.22				0.32
Total					52,827				100.00	%		$	2,117,733,131.01				100.00	%

•

each Receivable has either been (1) originated by a dealer pursuant to an agreement between MBFS USA and such dealer or (2) originated directly by MBFS USA and contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security;

•

each Receivable complied in all material respects at the time it was originated with all requirements of applicable law;

•

each Receivable represents the legal, valid and binding payment obligation in writing of the obligor, enforceable by the holder thereof in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights or the application of the Servicemembers’ Civil Relief Act or similar State laws;

•

immediately prior to the sale and assignment thereof to the Depositor, each Receivable was secured by a validly perfected first priority security interest in the Financed Vehicle in favor of MBFS USA as secured party or all necessary action with respect to such Receivable has been taken to perfect a first priority security interest in the related Financed Vehicle in favor of MBFS USA as secured party, which security interest is assignable and has been so assigned by MBFS USA to the Depositor;

•

there are no rights of rescission, setoff, counterclaim or defense, and MBFS USA has not received written notice of the same being asserted, with respect to any Receivable;

•

there are no liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes relating to a Financed Vehicle, that would be liens prior to, or equal or coordinate with, the lien granted by the Receivable;

•

except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Receivable exists, no continuing condition that with notice or lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable exists and MBFS USA has not waived any of the foregoing; and

•

each Receivable requires that the obligor thereunder obtain and maintain physical damage insurance covering the Financed Vehicle.

•

materially impairs the rights of the Issuer or the Indenture Trustee in a Receivable or fails to comply with certain other servicing covenants; or

•

makes certain specific modifications to a Receivable, including if it grants payment extensions resulting in the maturity date of the Receivable being later than the last day of the Collection Period immediately preceding the Final Scheduled Payment Date of the Class A-4 Notes or modifies the Principal Balance or the Contract Rate of the Receivable.

•

if the aggregate principal balance of Receivables that are more than 60 days delinquent as a percentage of the Pool Balance 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 Note Balance of the Notes demand a vote and, subject to a 5% voting quorum, the Noteholders of a majority 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 motor vehicle installment sales contracts and installment loans, and in its portfolio of motor vehicle installment sales contracts and installment loans;

•

its observation that greater than 60-day delinquency rates and net cumulative losses in its motor vehicle installment sales contracts and installment loans 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 or in part by obligors, who may repay at any time without penalty;

•

MBFS USA may be required to repurchase a Receivable sold to the Issuer if certain breaches of representations and warranties occur and the Receivable is materially and adversely affected by the breach;

•

the Servicer may be obligated to purchase a Receivable from the Issuer if certain breaches of covenants occur or if the Servicer extends or modifies the terms of a Receivable beyond the Collection Period preceding the final scheduled Payment Date for the Notes with the latest maturity specified herein;

•

partial prepayments, including those related to rebates of extended warranty contract costs and insurance premiums;

•

payments made in respect of dealer recourse;

•

liquidations of the Receivables due to default; and

•

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

•

the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases;

•

each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, commencing December 2022;

•

payments on the Notes are made on each Payment Date commencing February 15, 2023 (and each Payment Date is assumed to be the 15th day of the applicable month);

•

the interest rate on the (i) Class A-1 Notes is 0.00%, (ii) Class A-2 Notes is 5.85% based on a 30/360 day count, (iii) Class A-3 Notes is 5.64% based on a 30/360 day count and (iv) Class A-4 Notes is 5.59% 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;

•

the Notes are purchased on January 25, 2023;

•

the Servicing Fee on each Payment Date equals the product of 1/12 of 1.00% (or 1/6 of 1.00% in the case of the first Payment Date) and the Pool Balance as of the first day of the related Collection Period (or as of the Cutoff Date in the case of the first Payment Date) and all other fees and expenses are equal to zero;

•

no Event of Default occurs;

•

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

•

the initial amount on deposit in the Reserve Fund is 0.25% of the Cutoff Date Adjusted Pool Balance;

•

the initial amount of overcollateralization is approximately 2.50% of the Cutoff Date Adjusted Pool Balance and the amount of overcollateralization is maintained over time at an amount equal to 2.50% of the Cutoff Date Adjusted Pool Balance; and

•

except as indicated in the ABS Tables, the Servicer exercises its Optional Purchase Right on the earliest Payment Date on which it is permitted to do so, as described in this prospectus.

Pool				Aggregate Principal Balance					Weighted Average Contract Rate				Weighted Average Original Term to Maturity (in months)				Weighted Average Term to Maturity(1) (in months)
	1			$	19,117,471.41					1.603%				44				9
	2				66,780,248.23					2.201%				43				19
	3				117,625,972.71					2.991%				52				31
	4				314,258,731.55					3.375%				65				44
	5				543,393,345.66					3.723%				70				55
	6				229,294,917.21					4.216%				72				63
	7				387,303.61					6.152%				63				9
	8				2,251,900.70					6.221%				53				20
	9				13,023,019.45					6.207%				57				32
	10				44,081,694.37					6.328%				63				44
	11				168,264,342.71					6.372%				68				56
	12				599,254,183.40					7.064%				72				67
				$	2,117,733,131.01

(1)	Based on the number of monthly payments remaining as of the Cutoff Date.

		Class A‑1 Notes																		Class A‑2 Notes
Payment Date		0.50%			1.00%			1.30%			1.50%			1.80%			2.00%			0.50%			1.00%			1.30%			1.50%			1.80%			2.00%
Closing Date		100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
February 2023		79.97%			74.16%			70.17%			67.24%			62.32%			58.66%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
March 2023		70.02%			61.48%			55.62%			51.33%			44.16%			38.81%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
April 2023		60.10%			48.95%			41.32%			35.73%			26.42%			19.48%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
May 2023		50.21%			36.59%			27.26%			20.45%			9.12%			0.67%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
June 2023		40.37%			24.38%			13.46%			5.48%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			94.86%			88.34%
July 2023		30.57%			12.34%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			99.94%			93.93%			83.97%			76.57%
August 2023		20.80%			0.46%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			91.12%			84.44%			73.37%			65.16%
September 2023		11.07%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			92.55%			82.48%			75.16%			63.06%			54.10%
October 2023		1.85%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			85.18%			74.26%			66.31			53.21%			43.51%
November 2023		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			95.15%			77.91%			66.19%			57.67%			43.61%			33.23%
December 2023		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			89.09%			70.74%			58.27%			49.22%			34.29%			23.26%
January 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			83.05%			63.67%			50.51%			40.96%			25.22%			13.61%
February 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			77.04%			56.71%			42.91%			32.90%			16.43%			4.28%
March 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			71.05%			49.84%			35.47%			25.05%			7.90%			0.00%
April 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			65.09%			43.09%			28.19%			17.39%			0.00%			0.00%
May 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			59.16%			36.43%			21.06%			9.93%			0.00%			0.00%
June 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			53.24%			29.89%			14.10%			2.68%			0.00%			0.00%
July 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			47.36%			23.44%			7.30%			0.00%			0.00%			0.00%
August 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			41.98%			17.51%			1.00%			0.00%			0.00%			0.00%
September 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			36.64%			11.68%			0.00%			0.00%			0.00%			0.00%
October 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			31.32%			5.95%			0.00%			0.00%			0.00%			0.00%
November 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			26.03%			0.31%			0.00%			0.00%			0.00%			0.00%
December 2024		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			20.75%			0.00%			0.00%			0.00%			0.00%			0.00%
January 2025		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			15.50%			0.00%			0.00%			0.00%			0.00%			0.00%
February 2025		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			10.27%			0.00%			0.00%			0.00%			0.00%			0.00%
March 2025		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			5.06%			0.00%			0.00%			0.00%			0.00%			0.00%
April 2025		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)		0.36			0.27			0.23			0.21			0.17			0.15			1.50			1.19			1.03			0.94			0.80			0.72
Weighted Average Life (years) to Call(1),(3)		0.36			0.27			0.23			0.21			0.17			0.15			1.50			1.19			1.03			0.94			0.80			0.72

(1)

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.

(2)	Assumes that no exercise of the Optional Purchase Right occurs.

(3)	Assumes that the Servicer exercises its Optional Purchase Right at its first opportunity.

	Class A‑3 Notes																		Class A‑4 Notes
Payment Date		0.50%			1.00%			1.30%			1.50%			1.80%			2.00%			0.50%			1.00%			1.30%			1.50%			1.80%			2.00%
Closing Date		100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
February 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2023		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 2024		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 2024		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 2024		100.00%			100.00%			100.00%			100.00%			100.00%			95.27%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
April 2024		100.00%			100.00%			100.00%			100.00%			99.64%			86.58%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
May 2024		100.00%			100.00%			100.00%			100.00%			91.66%			78.22%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
June 2024		100.00%			100.00%			100.00%			100.00%			83.94%			70.18%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
July 2024		100.00%			100.00%			100.00%			95.63%			76.50%			62.47%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
August 2024		100.00%			100.00%			100.00%			89.08%			69.54%			55.22%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
September 2024		100.00%			100.00%			94.86%			82.71%			62.82%			48.25%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
October 2024		100.00%			100.00%			88.86%			76.53%			56.35%			41.57%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
November 2024		100.00%			100.00%			83.01%			70.53%			50.12%			35.19%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
December 2024		100.00%			94.77%			77.31%			64.71%			44.14%			29.10%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
January 2025		100.00%			89.33%			71.75%			59.08%			38.40%			23.30%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
February 2025		100.00%			83.98%			66.34%			53.64%			32.92%			17.82%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
March 2025		100.00%			78.73%			61.08%			48.38%			27.69%			12.63%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
April 2025		99.88%			73.58%			55.97%			43.32%			22.71%			7.74%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
May 2025		94.71%			68.53%			51.02%			38.44%			17.99%			3.14%			100.00%			100.00%			100.00%			100.00%			100.00%			100.00%
June 2025		89.58%			63.58%			46.21%			33.76%			13.52%			0.00%			100.00%			100.00%			100.00%			100.00%			100.00%			96.74%
July 2025		84.46%			58.73%			41.56%			29.26%			9.31%			0.00%			100.00%			100.00%			100.00%			100.00%			100.00%			77.08%
August 2025		79.87%			54.34%			37.33%			25.15%			5.40%			0.00%			100.00%			100.00%			100.00%			100.00%			100.00%			58.80%
September 2025		75.35%			50.07%			33.25%			21.21%			1.72%			0.00%			100.00%			100.00%			100.00%			100.00%			100.00%			41.49%
October 2025		70.84%			45.89%			29.31%			17.45%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			90.32%			25.16%
November 2025		66.36%			41.80%			25.50%			13.85			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			73.12%			0.00%
December 2025		61.90%			37.80%			21.83%			10.42%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			57.82%			0.00%
January 2026		57.45%			33.89%			18.29%			7.17%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			43.50%			0.00%
February 2026		53.03%			30.07%			14.89%			4.09%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			30.16%			0.00%
March 2026		48.63%			26.34%			11.63%			1.18%			0.00%			0.00%			100.00%			100.00%			100.00%			100.00%			0.00%			0.00%
April 2026		44.25%			22.71%			8.52%			0.00%			0.00%			0.00%			100.00%			100.00%			100.00%			91.37%			0.00%			0.00%
May 2026		39.89%			19.16%			5.54%			0.00%			0.00%			0.00%			100.00%			100.00%			100.00%			77.19%			0.00%			0.00%
June 2026		35.55%			15.71%			2.71%			0.00%			0.00%			0.00%			100.00%			100.00%			100.00%			64.00%			0.00%			0.00%
July 2026		31.24%			12.35%			0.01%			0.00%			0.00%			0.00%			100.00%			100.00%			100.00%			51.80%			0.00%			0.00%
August 2026		26.95%			9.09%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			85.96%			40.60%			0.00%			0.00%
September 2026		23.68%			6.50%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			74.12%			0.00%			0.00%			0.00%
October 2026		20.42%			3.98%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			62.84%			0.00%			0.00%			0.00%
November 2026		17.17%			1.52%			0.00%			0.00%			0.00%			0.00%			100.00%			100.00%			52.13%			0.00%			0.00%			0.00%
December 2026		13.94%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			95.19%			42.00%			0.00%			0.00%			0.00%
January 2027		10.73%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			82.33%			0.00%			0.00%			0.00%			0.00%
February 2027		7.53%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			69.87%			0.00%			0.00%			0.00%			0.00%
March 2027		4.34%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			57.80%			0.00%			0.00%			0.00%			0.00%
April 2027		1.18%			0.00%			0.00%			0.00%			0.00%			0.00%			100.00%			46.14%			0.00%			0.00%			0.00%			0.00%
May 2027		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			89.09%			0.00%			0.00%			0.00%			0.00%			0.00%
June 2027		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			71.76%			0.00%			0.00%			0.00%			0.00%			0.00%
July 2027		0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			54.54%			0.00%			0.00%			0.00%			0.00%			0.00%
August 2027		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)		3.19			2.74			2.43			2.21			1.89			1.69			4.60			4.25			3.89			3.55			2.99			2.65
Weighted Average Life (years) to Call(1),(3)		3.19			2.74			2.43			2.21			1.89			1.69			4.49			4.18			3.82			3.49			2.97			2.64

(1)

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.

(2)	Assumes that no exercise of the Optional Purchase Right occurs.

(3)	Assumes that the Servicer exercises its Optional Purchase Right at its first opportunity.

•

30/360.  Interest on the Class A-2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will accrue during the applicable Interest Period, which will be the period from and including the 15th day of the prior calendar month (or, in the case of the first Payment Date, from and including the Closing Date) to but excluding the 15th day of the current calendar month (assuming each month has 30 days).  The interest due on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, as applicable, on each Payment Date will be an amount equal to the product of:

•

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 20 days in the case of the first Payment Date, assuming a Closing Date of January 25, 2023) divided by 360.

•

the Note Balance of the Notes as of the close of business on the preceding Payment Date (or, in the case of the first Payment Date, as of the Closing Date), after giving effect to all payments made on that preceding Payment Date; over

•

the Adjusted Pool Balance 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‑2 Notes until the Class A‑2 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, the Issuer will distribute the funds allocated to the holders of the Notes to pay principal of the Notes, together with amounts that would otherwise be payable to the holders of the Certificates, as described under “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default.”

•

February 15, 2024 for the Class A‑1 Notes;

•

January 15, 2026 for the Class A‑2 Notes;

•

November 15, 2027 for the Class A‑3 Notes; and

•

April 16, 2029 for the Class A‑4 Notes.

(1)

to the Servicer, any Servicing Fees (including any overdue Servicing Fees) due to it and any Nonrecoverable Advances;

(2)

to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, the fees, expenses and indemnified amounts due to each of them, without limitation;

(3)

to the holders of the interest-bearing Notes, the Interest Distributable Amount for the interest-bearing Notes;

(4)

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

(5)

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

(6)

if any entity has replaced MBFS USA as Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period will be paid to the successor Servicer; and

(7)

to the Certificateholders, any remaining amounts.

•

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 Receivables, the aggregate principal balance of the Receivables, Note factors for each class of Notes and various other items of information; and

•

preceding Payment Date, as applicable, the aggregate principal balance of the Receivables on the last day of the related Collection Period and any reconciliation of such aggregate principal balance with information provided by the Servicer.

•

a default for five days or more in the payment of interest on the Notes of any class 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 any other material covenant or agreement of the Issuer made in the Indenture and such default not having been cured for a period of 60 days after written notice thereof has been given to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Note Balance of the Notes;

•

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

•

certain events of bankruptcy, insolvency, receivership or liquidation of the Issuer (which, if involuntary, remains unstayed for more than 90 days).

•

the Issuer has paid or deposited with the Indenture Trustee enough money to pay (1) all payments of principal of and interest on all Notes and all other amounts that would then be due if the Event of Default giving rise to the declaration of acceleration had not occurred and (2) all sums paid or advanced by the Indenture Trustee and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; 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.

•

the holders of 100% of the Notes consent to the sale, excluding Notes held by MBFS USA, the Servicer or any of their respective affiliates;

•

the proceeds of such sale or liquidation will be sufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; or

•

the Indenture Trustee determines that the property of the Issuer would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared immediately due and payable and the holders of Notes evidencing not less than 66⅔% of the Note Balance of the Notes consent to the sale.

•

the holder previously has given to the Indenture Trustee written notice of a continuing Event of Default;

•

the holders of not less than 25% of the Note Balance of the Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as Indenture Trustee;

•

the holder or holders have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

•

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

•

no direction inconsistent with the written request has been given to the Indenture Trustee during the 60-day period by the holders of not less than 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 Servicer, for the related Collection Period, 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 Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, if not previously paid, the fees, 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;

(3)

to the Note Payment 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;

(4)

to the Note Payment Account for the benefit of the holders of the Notes, the Priority Principal Distributable 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”;

(5)

to the Reserve Fund, the excess, if any, of the Reserve Fund Required Amount for that Payment Date over the amount then on deposit in the Reserve Fund, after giving effect to all required withdrawals from the Reserve Fund on that Payment Date;

(6)

to the Note Payment Account for the benefit of the holders of the Notes, the Regular Principal Distributable 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”;

(7)

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;

(8)

pro rata, to the Trustees and the Asset Representations Reviewer, the fees, expenses and indemnified amounts due to each of them for the related Collection Period plus any overdue fees, expenses and indemnified amounts for the immediately preceding Collection Period, to the extent that they have not previously been paid as described in clause (2); and

(9)

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

Recipient		Source of Payment		Fees and Expenses Payable
Servicer		Available Funds		The Servicing Fee as described under “Description of the Transaction Documents—Servicing Compensation and Expenses.”
Indenture Trustee		Available Funds		$5,500 per annum plus reasonable expenses.(1)
Owner Trustee		Available Funds		$2,500 per annum plus reasonable expenses.(1)
Asset Representations Reviewer		Available Funds		$5,000 per annum plus $175 for each reviewed asset on completion of a review.

(1)	Consists of out-of-pocket expenses, disbursements and advances incurred or made by such party, including costs of collection, and indemnified amounts subject to, except as otherwise provided herein, an annual aggregate limit of $250,000.

(1)

the aggregate principal balance of the Receivables as of the beginning of such 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 the distribution allocable to interest on or with respect to each class of Notes;

(5)

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

(6)

the aggregate principal balance of the Receivables as of the close of business on the last day of such Collection Period;

(7)

any overcollateralization amount;

(8)

the aggregate principal balance and the appropriate factor for each class of Notes, after giving effect to all payments reported under clause (3) on that date;

(9)

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

(10)

the amount of the aggregate losses realized on the Receivables during the Collection Period;

(11)

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

(12)

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

(13)

the aggregate amount to be paid in respect of Receivables, if any, repurchased in respect of the Collection Period;

(14)

the balance of the Reserve Fund on that date, after giving effect to changes on that date; and

(15)

the amount of advances to be made by the Servicer in respect of the Collection Period, if any.

•

a description of the events that triggered a review of the review Receivables 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 Sale and 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 auto receivables 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 Receivables 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 accountants’ reports by any other parties performing a servicing function as defined by Regulation AB with respect to the Issuer.

•

the failure of the Servicer to make any required payment or deposit under the Sale and Servicing Agreement and the continuance of such failure unremedied beyond the earlier of five Business Days following the date that payment or deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such Payment Date or Deposit Date, as applicable;

•

the failure of the Servicer to observe or perform in any material respect any other covenant or agreement in the Sale and Servicing Agreement that materially and adversely affects the rights of the Depositor or the Noteholders, and the continuance of such failure unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Servicer by the holders of Notes evidencing not less than 25% of the Note Balance of the Notes;

•

any representation or warranty of the Servicer made in the Sale and Servicing Agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a Receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Servicer by the holders of Notes evidencing not less than 25% of the Note Balance of the Notes; and

•

the occurrence of certain Insolvency Events with respect to the Servicer.

•

the person requesting the amendment obtains and delivers to one or both of the Trustees, as applicable, either an opinion of counsel or an officer’s certificate of the Issuer to that effect; and

•

the Rating Agency Condition is satisfied with respect to the amendment.

•

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 Receivables 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

•

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 Notes then outstanding.

•

curing any ambiguity or mistake, 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 of modifying in any manner the rights of the Noteholders;

•

change the 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 Notes 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, any other obligor on the Notes, MBFS USA, the Depositor, the Servicer or any of their respective affiliates or modify or alter the definitions of Note Balance;

•

reduce the percentage of the Note Balance the consent 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; or

•

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.

•

the Rating Agency Condition has been satisfied with respect to the supplemental indenture; or

•

the person requesting the supplemental indenture delivers to the Indenture Trustee either an opinion of counsel or an officer’s certificate of the Issuer, in either case to the effect that such supplemental indenture would not materially and adversely affect the interests of any Noteholder.  Any such officer’s certificate would be executed and delivered by the Administrator on behalf of the Issuer.

•

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 or will become due and payable or called for redemption within one year, 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 when due to the final scheduled Payment Date;

•

payment 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.

•

either

o

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

o

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

•

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

•

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

•

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

•

a reasoned opinion of counsel on the Closing Date delivered to the Depositor, stating that, subject to various assumptions and qualification, in the event of a bankruptcy filing with respect to MBFS USA, the assets and liabilities of the Depositor should not properly be substantively consolidated with the assets and liabilities of MBFS USA; and

•

specific provisions on the limited liability company agreement of the Depositor restricting the activities of the Depositor and requiring the Depositor to follow specific operating procedures designed to support its treatment as an entity separate from MBFS USA.

•

that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the Depositor and the Issuer; and

•

that, until the FDIC adopts a regulation addressing the application of the FDIC’s powers of repudiation under OLA, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the Bankruptcy Code.

•

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

•

if the Issuer were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payment on the Notes;

•

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

•

if the Issuer were a covered subsidiary, assert that the Indenture Trustee was subject to a 90 day stay on its ability to liquidate claims or otherwise enforce contractual and legal remedies against the Issuer;

•

repudiate MBFS USA’s ongoing servicing obligations under the Sale and Servicing Agreement such as its duty to collect and remit payments or otherwise service the Receivables; or

•

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

		Fair Value (in millions)				Fair Value (as a percentage)
Class A-1 Notes		$	431				20.8	%
Class A-2 Notes		$	657				31.7	%
Class A-3 Notes		$	657				31.7	%
Class A-4 Notes		$	119				5.7	%
Certificates		$	210				10.1	%
Total		$	2,075				100.00	%

•

Level 1 – inputs include quoted prices for identical instruments and are the most observable;

•

Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves; and

•

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.

Class		Interest Rate
Class A-1		0.00%
Class A-2		5.09%
Class A-3		4.51%
Class A-4		4.31%

•

cash flows on the Certificates are discounted at 12.00%;

•

interest accrues on each class of Notes at a rate within the range for that class set forth above;

•

the fair value calculation assumes the principal amounts of the Notes are the same as set forth on the cover page of this prospectus;

•

the payments on the Receivables are calculated using the assumptions as described under “Weighted Average Lives of the Notes,” except as otherwise noted below;

•

Receivables prepay at a 1.30% ABS rate as described under “Weighted Average Lives of the Notes”; and

•

cumulative net losses on the Receivables, as a percentage of total cumulative net losses of 0.50% of the Cutoff Date Pool Balance, occur each month at the following rates:

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

•

ABS rate –  estimated considering the composition of the Receivables and the performance of its prior securitized amortizing pools included in Appendix A;

•

Cumulative net loss rate – estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve.  The lifetime cumulative net loss assumption and the shape of the cumulative net loss curve were developed considering the composition of the reference pool, the five-year historical average performance of its prior securitized amortizing pools including those in Appendix A, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the hired NRSROs.  Default and recovery rate estimates are included in the cumulative net loss assumption; and

•

Discount rate applicable to the cash flows with respect to the Certificates – estimated to reflect the credit exposure to the cash flows on the Certificates.  Due to the lack of an actively traded market in residual interests such as the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss exposure.

•

Assuming compliance with all of the provisions of the applicable Transaction Documents, for United States federal income tax purposes:

(1)

the Notes (other than the Class A-1 Notes) will be characterized as debt if held by persons other than the beneficial owner of 100% of the equity of the Issuer or an affiliate of such beneficial owner for such purposes; and

(2)

the Issuer will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

•

Therefore the Issuer will not be subject to an entity level tax for United States federal income tax purposes.

•

PTCE 96-23, which exempts certain transactions effected by an “in-house asset manager”;

•

PTCE 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;

•

PTCE 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;

•

PTCE 90-1, which exempts certain transactions between insurance company pooled separate accounts and parties in interest; and

•

PTCE 84-14, which exempts certain transactions effected by a “qualified professional asset manager.”

•

has investment or administrative discretion with respect to the Plan’s assets;

•

has authority or responsibility to give, or regularly gives, investment advice with respect to the Plan’s assets for a fee and pursuant to an agreement or understanding; or

•

is an employer maintaining or contributing to the Plan.

Underwriters		Principal Amount of Class A-2 Notes				Principal Amount of Class A-3 Notes				Principal Amount of Class A-4 Notes
MUFG Securities Americas Inc.		$	328,750,000			$	328,750,000			$	59,300,000
BofA Securities, Inc.			131,500,000				131,500,000				23,720,000
SG Americas Securities, LLC			131,500,000				131,500,000				23,720,000
Citigroup Global Markets Inc.			32,875,000				32,875,000				5,930,000
Santander Investment Securities Inc.			32,875,000				32,875,000				5,930,000
Total		$	657,500,000			$	657,500,000			$	118,600,000

	Selling Concession not to exceed		Reallowance not to exceed
Class A‑2 Notes	0.099%		0.059%
Class A‑3 Notes	0.099%		0.059%
Class A‑4 Notes	0.099%		0.059%

•

all obligor payments received after the Cutoff Date relating to interest and principal received by the Servicer with respect to the Receivables during such Collection Period;

•

all Net Liquidation Proceeds, Insurance Proceeds (with respect to Receivables that are not Defaulted Receivables), Recoveries and Dealer Recourse payments received with respect to the Receivables during such Collection Period;

•

Advances made by the Servicer for such Collection Period;

•

Net investment earnings on amounts on deposit in the Reserve Fund;

•

in the event that the Servicer is required to deposit collections received on or in respect of the Receivables into the Collection Account on a daily, rather than monthly, basis, net investment earnings on funds on deposit in the Collection Account;

•

the Purchase Amount of each Receivable that became a Purchased Receivable during such Collection Period; and

•

all prepayments received with respect to the Receivables during such Collection Period attributable to any refunded item included in the amount financed of a Receivable, including amounts received as a result of rebates of extended warranty contract costs and proceeds received under physical damage, theft, credit life and credit disability insurance policies;

•

any payment, or any part of any payment, due under the Receivable has become 120 days or more delinquent, whether or not the Servicer has repossessed the related Financed Vehicle; or

•

the Servicer has charged off any portion of the Principal Balance of the Receivable or has determined in accordance with its customary practices that the Receivable is uncollectible;

•

expenses incurred by the Servicer in connection with the collection of such Defaulted Receivable and the repossession and disposition of the related Financed Vehicle (to the extent not previously reimbursed to the Servicer); and

•

all payments required by law to be remitted to the obligor.

•

Notes canceled by the Note registrar or delivered to the Note registrar for cancellation;

•

Notes or portions of the Notes of the payment for which money in the necessary amount has been deposited with the Indenture Trustee in trust for the Noteholders; provided, however, that if the Notes are to be redeemed, notice of such redemption must have been given pursuant to the Indenture or provision for such notice must have been made in a manner satisfactory to the Indenture Trustee; and

•

Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser;

•

that portion of all scheduled payments actually received on or prior to such date allocable to principal using the simple interest method; and

•

any full or partial prepayment applied to reduce the unpaid principal balance of such Receivable;

•

expenses incurred by the Servicer in connection with the collection of such Defaulted Receivable and the repossession and disposition of the related Financed Vehicle (to the extent not previously reimbursed to the Servicer); and

•

all payments required by law to be remitted to the obligor.

•

the amount, if any, by which the Required Payment Amount for that Payment Date exceeds the Available Collections for that Payment Date; and

•

the Reserve Fund Amount for that Payment Date;

•

a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or

•

the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States Person.