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SEC Comment Letter 0000000000-25-008413 to Mercedes-Benz Vehicle Trust (CIK 0001537806)

Mercedes-Benz Vehicle Trust (CIK 0001537806)
Date: Aug. 11, 2025 · CIK: 0001537806 · Accession: 0000000000-25-008413

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File numbers found in text: 333-288660

Date
August 11, 2025
Author
Finance
Form
UPLOAD
Company
Mercedes-Benz Vehicle Trust (CIK 0001537806)

Letter

Re: Mercedes-Benz Trust Leasing LLC Mercedes-Benz Vehicle Trust Registration Statement on Form SF-3 Filed July 14, 2025 File Nos. 333-288660 and 333-288660-01 Dear Steven C. Poling:

August 11, 2025

Steven C. Poling Assistant Secretary Mercedes-Benz Trust Leasing LLC Mercedes-Benz Vehicle Trust 35555 W. Twelve Mile Road Suite 100 Farmington Hills, Michigan 48331

We have reviewed your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form SF-3 General

1. Please confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3. August 11, 2025 Page 2

Form of Prospectus Risk Factors Leased vehicle losses may be affected disproportionately because of geographic concentration of the leases, page 35

2. We note your disclosure regarding the risks associated with concentrations of leases in particular geographic areas. Please confirm that if 10% or more of the leases are or will be located in any one state or other geographic region, you will describe any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows. Refer to Item 1111(b)(14) of Regulation AB. Adverse events with respect to MBFS USA, its affiliates or third party servicers to whom MBFS USA outsources its activities may affect..., page 38

3. We note your disclosure that adverse events may impact MBFS USA's obligation to repurchase certain leases that do not comply with representations and warranties made by MBFS USA under the transaction agreements, resulting in potential losses to investors. Please confirm that you will provide information regarding MBFS USA's financial condition, to the extent that there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations and servicing for those assets resulting from such financial condition could have a material impact on pool performance or performance of the asset-backed securities. Please refer to Items 1104(f), 1108(b)(4), and 1110(c) of Regulation AB, as applicable. MBFS USA Securitization Program, page 71

4. We note your disclosure about MBFS USA's experience specifically as sponsor of its securitization program. Please also describe MBFS USA's experience as servicer. Refer to Item 1108(b)(2) of Regulation AB. Credit Risk Retention, page 146

5. We note your bracketed disclosure regarding the eligible horizontal residual interest option under Regulation RR. Please revise as necessary to clarify that any retained horizontal interest will equal at least five percent of the fair value of all ABS interests issued in the securitization, consistent with your descriptions of the combination vertical and horizontal interest option and the eligible vertical interest option. Refer to Rule 4(a)(2) of Regulation RR. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. August 11, 2025 Page 3

Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at 202-551-3262 with any questions.

Sincerely,
Division of Corporation
Finance
Office of Structured
Finance

Show Raw Text
<DOCUMENT>
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<TEXT>
 August 11, 2025

Steven C. Poling
Assistant Secretary
Mercedes-Benz Trust Leasing LLC
Mercedes-Benz Vehicle Trust
35555 W. Twelve Mile Road
Suite 100
Farmington Hills, Michigan 48331

 Re: Mercedes-Benz Trust Leasing LLC
 Mercedes-Benz Vehicle Trust
 Registration Statement on Form SF-3
 Filed July 14, 2025
 File Nos. 333-288660 and 333-288660-01
Dear Steven C. Poling:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form SF-3
General

1. Please confirm that the depositor or any issuing entity previously
established, directly
 or indirectly, by the depositor or any affiliate of the depositor has
been current and
 timely with Exchange Act reporting during the last twelve months with
respect to
 asset-backed securities involving the same asset class. Please refer to
General
 Instruction I.A.2. of Form SF-3.
 August 11, 2025
Page 2

Form of Prospectus
Risk Factors
Leased vehicle losses may be affected disproportionately because of geographic
concentration of the leases, page 35

2. We note your disclosure regarding the risks associated with
concentrations of leases in
 particular geographic areas. Please confirm that if 10% or more of the
leases are or
 will be located in any one state or other geographic region, you will
describe any
 economic or other factors specific to such state or region that may
materially impact
 the pool assets or pool asset cash flows. Refer to Item 1111(b)(14) of
Regulation AB.
Adverse events with respect to MBFS USA, its affiliates or third party
servicers to whom
MBFS USA outsources its activities may affect..., page 38

3. We note your disclosure that adverse events may impact MBFS USA's
obligation to
 repurchase certain leases that do not comply with representations and
warranties made
 by MBFS USA under the transaction agreements, resulting in potential
losses to
 investors. Please confirm that you will provide information regarding
MBFS USA's
 financial condition, to the extent that there is a material risk that
the effect on its
 ability to comply with the provisions in the transaction agreements
relating to the
 repurchase obligations and servicing for those assets resulting from
such financial
 condition could have a material impact on pool performance or
performance of the
 asset-backed securities. Please refer to Items 1104(f), 1108(b)(4), and
1110(c) of
 Regulation AB, as applicable.
MBFS USA
Securitization Program, page 71

4. We note your disclosure about MBFS USA's experience specifically as
sponsor of its
 securitization program. Please also describe MBFS USA's experience as
servicer.
 Refer to Item 1108(b)(2) of Regulation AB.
Credit Risk Retention, page 146

5. We note your bracketed disclosure regarding the eligible horizontal
residual interest
 option under Regulation RR. Please revise as necessary to clarify that
any retained
 horizontal interest will equal at least five percent of the fair value
of all ABS interests
 issued in the securitization, consistent with your descriptions of the
combination
 vertical and horizontal interest option and the eligible vertical
interest option. Refer to
 Rule 4(a)(2) of Regulation RR.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 August 11, 2025
Page 3

 Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at
202-551-3262 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Structured
Finance
</TEXT>
</DOCUMENT>