$140,000,000 0.000%		Class A-1 Asset Backed Notes(1)
$276,000,000 5.60%		Class A-2 Asset Backed Notes
$301,000,000 5.49%		Class A-3 Asset Backed Notes
$59,950,000 5.56%		Class A-4 Asset Backed Notes

(1)	The Class A-1 Notes are not offered hereby and will be retained by the Depositor or one or more of its affiliates.

Daimler Trucks Retail Receivables LLC Depositor (CIK: 0001893766)

Daimler Truck Financial Services USA LLC Sponsor, Servicer and Administrator (CIK: 0001892832)

(1)

The net proceeds to the Depositor exclude expenses, estimated at $1,000,000.

J.P. Morgan	Deutsche Bank Securities	Scotiabank
COMMERZBANK		SMBC Nikko

(1)	The Class A-1 Notes will be retained by the Depositor or one or more of its affiliates.  Some or all of one or more of the other classes of Notes may be retained by the Depositor or its affiliates.

(2)

The Certificates will represent the residual interest that will be held initially by the Depositor and will represent the right to all funds not needed to make monthly payments on the Notes, pay fees and expenses of the Issuer or make deposits into the Reserve Fund. The Certificates are not being offered by this prospectus. The Depositor will hold the Certificates as described under “Credit Risk Retention.”

(3)	The Reserve Fund will be funded on the Closing Date in an amount equal to at least 0.25% of the Cutoff Date Adjusted Pool Balance.

(4)	Overcollateralization will be the amount by which the Adjusted Pool Balance exceeds the Note Balance.  Initially, the overcollateralization for the Notes will be approximately 8.75% of the Cutoff Date Adjusted Pool Balance.

(5)	The Target Overcollateralization Amount will be 8.75% of the Cutoff Date Adjusted Pool Balance and will be calculated as described under “Description of the Notes — Credit Enhancement — Overcollateralization.”

(6)

Excess spread will be available, as a portion of Available Funds, to make required principal payments on the Notes and, as a result, will provide a source of funds to absorb losses on the Receivables and to maintain overcollateralization at the Target Overcollateralization Amount, as described under “Description of the Notes — Credit Enhancement — Excess Spread.”

(7)

Approximates the present value of the amount by which future scheduled payments on Receivables with Contract Rates less than the Required Rate are less than future payments would be on such Receivables if their Contract Rates were at least equal to the Required Rate, as described under “Description of the Notes—Credit Enhancement—Yield Supplement Overcollateralization Amount.”

(1)	The Class A-1 Notes are not offered hereby and will be retained by the Depositor or one or more of its affiliates.

(2)	On the Closing Date, the Reserve Fund will be funded in an amount equal to at least 0.25% of the Cutoff Date Adjusted Pool Balance.

(3)	Excess spread will be available as a portion of Available Funds to make required principal payments on the Notes and, as a result, will provide a source of funds to absorb losses on the Receivables and to maintain overcollateralization at the Target Overcollateralization Amount.

(4)

Overcollateralization will be the amount by which the Adjusted Pool Balance exceeds the Note Balance.  Initially, the overcollateralization for the Notes will be approximately 8.75% of the Cutoff Date Adjusted Pool Balance.  The Adjusted Pool Balance on any date will equal the Pool Balance minus the Yield Supplement Overcollateralization Amount for such date.

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. In addition, there have been 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 and there may be 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, 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 debt obligations of the issuer and will not be insured or guaranteed by DTFS USA, the depositor, 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 receivables will not be insured or guaranteed, in whole or in part, by the United States, any governmental entity or any other person or 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 (in many cases, with the payment of a prepayment penalty that the servicer may waive in its discretion); •          liquidations due to default; •          prepayments as a result of casualties to financed equipment or substitutions to the extent permitted under the sale and servicing agreement; •          required purchases of receivables by the servicer or repurchases of receivables by DTFS USA for certain breaches of their respective representations, warranties or covenants; and •          an optional purchase of the receivables by the servicer when the aggregate principal amount of the notes is 5% or less of their initial aggregate principal amount. 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 equipment 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 equipment 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.
You may suffer losses upon a liquidation of receivables if the liquidation proceeds are less than the amounts due on the outstanding notes	Under certain circumstances described in this prospectus, the receivables 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.
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, potential losses and changes in the order of priority of distributions 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 its 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 offered 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 offered notes address the assigning rating agency’s assessment of the likelihood of the payment of principal and interest on the offered 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 to rate the offered notes, may nonetheless provide a rating for the offered 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 offered notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to such offered notes.  A reduction, withdrawal or qualification of an offered 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 offered notes and is not aware that any other NRSRO has assigned ratings on the offered notes.  Under SEC rules, however, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the offered 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 offered 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 offered 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 offered notes, a hired rating agency could withdraw its ratings on the offered 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, either trustee or any of their respective affiliates will be required to monitor any changes to the ratings on these notes.  Potential investors in the offered notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the offered notes, and not to rely solely on the ratings on the offered 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 offered notes, the sponsor or the issuer pays the fee charged by the rating agency for its rating services.
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 rates of the receivables.  The receivables have a range of annual percentage rates.  Excessive prepayments and defaults on receivables with relatively higher annual percentage rates may adversely affect your notes by reducing available interest collections in the future.
Retention of notes by the depositor or its affiliates could adversely affect the market value of, and/or limit your ability to resell, your notes	The depositor or one or more of its affiliates will retain the class A-1 notes and the certificates and may retain some or all of the notes of one or more other classes.  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, and/or limit your ability to resell, your notes.
Risks Relating to the Receivables and Financed Equipment
Performance of the receivables is uncertain	The performance of the receivables will depend on a number of factors, including general economic conditions, business conditions affecting the obligors on the receivables or the end-users of the financed equipment, the underwriting standards of DTFS USA at origination and the success of the servicer’s servicing and collection strategies.  The COVID-19 pandemic negatively and materially affected many of these factors, and future epidemics and pandemics could again do so, for various reasons including:

	•          deteriorated economic conditions and increases in unemployment resulting in increased levels of delinquencies and defaults on the receivables; •          declines in commercial transportation resulting from poorer economic conditions and restrictions on social and economic activity leading to liquidity problems for obligors on the receivables and reductions in demand for trucking and transportation equipment; and •          restrictions that may be imposed by federal, state or local governments on collection or other commercial activities. Other significant global or regional events could cause similar increases in economic volatility or disruption.  Consequently, the performance of the receivables cannot be predicted with accuracy and may result in losses on your notes.
The sale of the financed equipment securing a defaulted receivable may not result in complete recovery of the amounts due	The servicer will generally exercises its right to sell the equipment securing a defaulted receivable after repossession.  There is no assurance that the proceeds received by the servicer from the sale of the financed equipment will be equal to or greater than the outstanding principal balance of the defaulted receivable.  The rate at which the value of financed equipment 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 equipment following an event of default by the obligor.  As a result, you may suffer losses on your notes if available credit enhancement for losses on the receivables is insufficient.
Cross-collateralization of receivables may adversely affect recoveries on defaulted receivables	The equipment securing a receivable held by the issuer may also secure other existing or future loans to the same obligor that will not be included in the receivables pool held by the issuer.  In such case, a receivable securing the notes is cross-defaulted and cross-collateralized with other loans to the same obligor that are not sold to the issuer.  As a result of this cross-collateralization, loans not sold to the issuer may have a lien on the equipment and other collateral that was financed under a receivable sold to the issuer, and a receivable sold to the issuer may have a lien on equipment and other collateral financed under loans not sold to the issuer.  In addition, any guarantee, credit enhancement or recourse arrangement with a third party may be applicable to both a receivable held by the issuer and the cross-collateralized loans not sold to the issuer.  DTFS USA will agree that, to the extent it retains any interest in any equipment financed under a receivable as a result of the obligor agreeing to cross-collateralization, its interest in such financed equipment will be subordinate and junior in priority to the repayment of all amounts outstanding under such receivable prior to becoming available to pay any amount outstanding under any other obligation owed by such obligor to DTFS USA.  DTFS USA will also agree to obtain a similar subordination agreement from any party to which it may sell, assign, pledge or otherwise transfer a loan that is cross-collateralized with a receivable sold to the issuer.  Similarly, the issuer will subordinate all rights that it has to the collateral for cross-collateralized loans, other than the equipment financed under a receivable held by it.

	This subordination may adversely affect the timing and amount of recoveries with respect to the receivables held by the issuer and result, among other things, in the issuer not being able to maximize its collections on a defaulted receivable because of limitations imposed by the cross-collateralization provisions on the servicer’s ability to realize on the related financed equipment or against the related obligor.  In any event, the servicer may repossess collateral for a receivable held by the issuer while not repossessing collateral related to a retained loan even though the obligations are cross-collateralized. Furthermore, the sale and servicing agreement obligates DTFS USA, as servicer, to act on behalf of the issuer to service the receivables as it would loans owned by the servicer.  When acting in its capacity as the creditor under a retained loan that is cross-collateralized with a receivable (or as the servicer for another issuer or another third party that has purchased such a loan), however, DTFS USA may make decisions and take actions to protect the holder of the senior interest without regard to any effect which these decisions and actions may have on the holder of the subordinated interest subject to the restrictions imposed by the intercreditor arrangement described above.  Such decisions and actions by DTFS USA may affect the timing and amount of the recovery by the issuer on receivables that relate to cross-collateralized loans.  Similarly, if an obligor defaults on a cross-collateralized loan, or an insolvency proceeding is commenced with respect to such an obligor (or a third party providing a guarantee or other recourse arrangement), DTFS USA, as servicer, will be authorized to file claims (including bankruptcy claims) and commence remedial proceedings on behalf of the issuer, and in the same proceeding, DTFS USA, as a creditor of such obligor under a retained loan that is cross-collateralized with a receivable (or as the servicer for another issuer or another third party that has purchased such a loan), may also take actions to protect its (or the related creditor’s) interest in such loan with the proceeds of such action being allocated in accordance with the terms of the intercreditor arrangement described above.
Receivables with balloon payments may have a greater risk of default	Certain receivables have a final payment, commonly referred to as a “balloon payment,” that is substantially higher than the regular payment amount.  The aggregate balloon payment amounts for the receivables equal approximately 10.64% of the cutoff date pool balance.  Loans that have balloon payments may entail a greater level of risk than fully amortizing loans.  While events, such as increasing fuel prices, that adversely affect the trucking industry or the market values of used commercial trucking and transportation equipment would be expected to adversely affect the ability of obligors on the receivables to make timely payments, the ability of obligors to make balloon payments in particular should be even more sensitive to events of that type.

The costs involved in repossessing financed equipment upon the related obligor’s default could result in reduced or delayed payments on your notes	Upon a default under a receivable, the servicer has the right to enforce the issuer’s security interest in the related equipment.  If a defaulting obligor contests the enforcement of a security interest, it may be difficult, expensive and time-consuming to exercise these rights. Direct costs may be incurred in connection with repossession of the related equipment, which include legal and similar costs and the costs of necessary maintenance to make the equipment available for sale.  These costs could be fairly substantial.  In connection with the repossession of the related equipment, all outstanding mechanics’ and other liens may be required to be paid as well as, in some jurisdictions, taxes to the extent not paid by the obligor. The exercise of rights and remedies (including repossession) following an obligor default under a receivable may also be subject to the limitations and requirements of applicable law, including the need to obtain a court order for repossession of the related assets.  Accordingly, the issuer may be delayed in, or prevented from enforcing, certain of its rights under a receivable and in selling the related equipment.  See “—Legal and other factors laws may impede recovery efforts on defaulted receivables.”  These limitations and delays could adversely affect the issuer’s ability to make payments on the notes and therefore reduce or delay the amounts available for distribution 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, based on the primary business address of the related obligor, 15.96%, 10.40%, 8.27%, 7.61% and 5.98% of the aggregate principal balance of the receivables are related to obligors in Illinois, Texas, California, Tennessee and Utah, respectively.  No other state accounted for more than 5.00% of the aggregate principal balance of the receivables as of the cutoff date.  If Illinois, Texas, California, Tennessee or Utah experiences adverse economic changes for any reason, obligors in those states may be adversely affected and the demand for trucking and transportation equipment in those states may also be adversely affected.  In that circumstance, obligors concentrated 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 earthquakes, fires, hurricanes and floods, on the performance of the receivables is unclear, but extreme weather conditions or other natural disasters, including an increase in the frequency and severity of such events as a result of climate change, could cause substantial business disruptions, economic losses, unemployment, declines in consumer confidence and an economic downturn.  We cannot predict whether adverse economic changes, extreme weather conditions, the adverse effects of climate change or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.

Losses on the receivables may be affected disproportionately because of industry concentration relating to the obligors on the receivables	Obligors on the receivables are concentrated in the trucking segments, which are sensitive to changes in general levels of activity in related industries, which may include services, manufacturing, mining, energy, agriculture, forestry, transportation and retail, and changes affecting the supply chain.  Such changes may have an adverse effect on amounts received from the sale or other disposition of the financed equipment.  Adverse developments concerning any of these industries, may increase the rate of delinquencies and defaults by obligors in the trucking segments.  Any resulting delay or reduction in collection of payments on the receivables may delay or reduce payments to you on your notes.
Market factors may reduce the value of financed equipment, which could result in increased losses on the receivables	Repossessed trucking and transportation equipment is typically sold by the servicer at auctions or through other sale processes.  The pricing of trucking and transportation equipment is affected by supply and demand for such equipment, which in turn is affected by economic factors, fuel costs, regulatory costs, technological change and other factors.   A decrease in demand for trucking and transportation equipment may adversely affect the resale value of repossessed financed equipment, which in turn could result in increased losses on the related receivables.
Risks Relating to DTFS 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.  In the event of an insolvency of the servicer or if the servicer is otherwise 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 51% of the aggregate principal amount 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.
The impact of climate change and the ongoing efforts to mitigate its impact may increase the risk of losses on your notes	Climate change, and the costs and technological challenges of the efforts to mitigate its impact, could negatively affect the business of DTFS USA, the values of the financed equipment and the performance of the receivables. The commercial vehicle industry is subject generally to far-reaching regulatory requirements, and stricter regulations to reduce the emissions and fuel consumption of commercial vehicles are expected or, in many counties and regions, have already been implemented or are in the process of being introduced.  The regulations are expected to pose increasingly strict requirements on the environmental impact of trucks, buses and other vehicles, including emission levels, as well as the emissions caused by production facilities.  Failure to comply with the relevant regulations in individual regions may result in considerable penalties and reputational risks and can even lead to vehicles no longer being street legal in the affected markets.   Compliance with such regulations will be costly and require the continued development of new technologies, and the commercial viability of the portfolio of trucking and transportation vehicles for which DTFS USA provides financing will be dependent on the ability of the Daimler Truck Group to respond to such regulations both in the United States and in other countries, markets and regions.  The development and successful conversion to new technologies is subject to considerable uncertainties.  Increased restrictions or bans on commercial diesel vehicles or other vehicle types that fail to meet emissions or fuel economy standards could adversely affect the demand for and resale prices of commercial vehicles, including the financed equipment.

Significant physical effects of climate change, such as extreme weather and natural disasters, may affect obligors.  For example, obligors operating in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on the related receivables.  Extreme weather and natural disasters may have adverse effects on the trucking and transportation equipment finance business and commercial transportation activity due to the interdependence of market actors.  As described under “Losses on the receivables may be affected disproportionately because of geographic concentration of the receivables,” if such effects are concentrated in a geographic region in which a large number of obligors are located, these risks would be exacerbated. Any of these effects, or their confluence, could adversely affect the performance of the receivables, or the market value of the financed equipment, which could result in losses or affect the timing of payments on your notes.

Legal and Regulatory Risks
A depositor bankruptcy could result in losses or payment delays with respect to your notes	The 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.
A DTFS USA bankruptcy could result in delays in payment or losses on your notes	If DTFS USA were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes.  DTFS USA will sell the receivables to the depositor, and the depositor will sell the receivables to the issuer.  However, if DTFS USA is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by DTFS USA to the depositor was not a true sale for bankruptcy purposes and that DTFS USA still owns the receivables.  The court also could conclude that DTFS 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 DTFS 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 DTFS 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 items of equipment securing the receivables or cash collections held by DTFS USA at the time that a bankruptcy proceeding begins. DTFS 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 DTFS 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.”
Legal and other factors  may impede recovery efforts on defaulted receivables	Federal and state laws impose requirements upon creditors in connection with extensions of credit and collections on installment sales contracts and loans such as the receivables.  State laws impose requirements and restrictions on foreclosure sales and the ability to obtain deficiency judgments, and may prohibit, limit or delay repossession and sale of equipment to recover losses on non-performing receivables. Additional factors that may affect the issuer’s ability to recoup the full amount due on a receivable include depreciation, obsolescence, damage to or loss of equipment, and the application of federal and state bankruptcy and insolvency laws. As a result, with respect to non-performing receivables, you may be subject to delays in receiving payments on your notes and may incur losses on your notes.
Interests of other persons in the receivables or financed equipment could reduce the funds available to make payments on your notes	UCC financing statements will be filed reflecting the sale of the receivables by DTFS USA to the depositor and by the depositor to the issuer.  Each of DTFS USA and the depositor will mark its accounting records to reflect its sale of the receivables.  Because the servicer will maintain possession of the physical installment sales contracts and loans evidencing the receivables and will not segregate or mark the contracts and loans as belonging to the issuer, however, another person could acquire an interest in receivables evidenced by a physical installment sales contract or loan that is superior to the issuer’s interest in those receivables by obtaining physical possession of the installment sales contracts or 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 equipment financed by a receivable that is superior to the issuer’s security interest in the equipment, some or all of the proceeds from the sale of the equipment may not be available to make payments on your notes.
	The issuer’s security interest in the financed equipment could be impaired for one or more of the following reasons: •          DTFS USA or the depositor might fail to perfect its security interest in the financed equipment ; •          another person may acquire an interest in the financed equipment 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 equipment in certain states because the certificates of title to the financed equipment 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 equipment confiscated by the government.
	DTFS 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 its favor in the equipment securing the receivable did not exist as of the date such receivable was transferred to the issuer.  DTFS USA will not, however, be required to repurchase a receivable if a perfected security interest in its favor in the related equipment has not been perfected in the issuer or if the security interest in the related equipment or the receivable becomes impaired after the receivable is sold to the issuer.  If the issuer does not have a perfected security interest in an item of equipment, its ability to realize on the equipment following an event of a default under the related receivable may be adversely affected and some or all of the collections on that equipment may not be available to make payment on your notes.
A failure by the obligors to keep the related equipment free from liens could adversely affect repossession of such assets and result in reduced or delayed payments on your notes	Liens and other charges are likely to arise on the equipment securing a receivable.  The sums for which these liens can be asserted may be substantial and in some jurisdictions may exceed the value of the related equipment in respect of which the lien is being asserted.  Lienholders may have rights to detain or even, in some circumstances, sell or cause the forfeiture of the related equipment.  These rights, as well as, in some jurisdictions, outstanding repair charges and similar mechanics’ liens, may have priority over the security interest of the issuer or the indenture trustee in the equipment or related assets securing a receivable.

	Under the terms of the receivables, the obligors will be required to bear responsibility for and discharge all liens of this nature arising during the term of their loans.  We cannot assure you, however, that the obligors will comply with their obligations, and any failure to remove a lien could adversely affect the servicer’s ability to repossess or resell the related equipment, or the amount received upon resale of the equipment, if an obligor defaults.
General Risks
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.  Decreases in commercial activity, declines in consumer confidence or a general reduction in the availability of credit may lead to increased delinquencies and default rates by obligors, as well as decreased demand for trucking and transportation equipment and reduced prices for used equipment, which could increase the amount of losses on defaulted receivables. The COVID-19 pandemic resulted in significant reductions in economic growth worldwide and in the United States.  The economic downturn and continued uncertainty and volatility resulting from the COVID-19 pandemic was unprecedented over recent decades.  Concerns continue that the residual effects or a resurgence of the COVID-19 pandemic or future epidemics or pandemics may disrupt, perhaps severely, economic and commercial activity, including supply chains and routes, and trucking and other commercial road transportation may experience slowdowns and reduced demand as a result, particularly if the effects of any such pandemic or epidemic continue for a prolonged period.  We cannot predict the effects of any such pandemic or epidemic on trucking and transportation activity generally or on the performance of the receivables. If an economic downturn is experienced, delinquencies and losses on the receivables could increase, which could result in losses on your notes.
Financial market disruptions and a lack of secondary market liquidity 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.  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 these asset-backed securities.  Such events, or the occurrence of future events having widespread market impacts, including in connection with regional or worldwide epidemics or pandemics or resulting from the seizure, failure or receivership of one or more depository institutions, whether domestic or foreign, 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 effects of the United States’ military operations in the Middle East and other parts of the world, as well as the possible response to these operations, terrorist activities, tensions in the Middle East and other regions of the world, including Europe and Asia, and Russia’s invasion of Ukraine remain 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.

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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 (1) purchase the Receivables on the Closing Date, (2) fund the Reserve Fund, (3) pay the organizational, start-up and transactional expenses of the Issuer and (4) pay the balance to the Depositor;

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

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

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

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

Class A‑1 Notes(1)		$	140,000,000.00
Class A‑2 Notes			276,000,000.00
Class A‑3 Notes			301,000,000.00
Class A‑4 Notes			59,950,000.00
Residual Interest (initial overcollateralization)(2)			113,052,499.84
Total		$	890,002,499.84

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

(2)	Includes initial Yield Supplement Overcollateralization Amount.

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an assignment by DTFS USA of its security interests in the Financed Equipment;

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the rights of DTFS USA to proceeds, if any, from claims on insurance policies covering the Financed Equipment or the obligors;

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the rights of DTFS USA 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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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 United States federal income tax consequence to the Issuer or to the Securityholders;

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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 Equipment 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 Equipment.

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

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

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executing documents on behalf of the Issuer.

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the Servicer under the 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 it;

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may, in the absence of bad faith, rely conclusively on certificates or opinions furnished to it 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 it 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.

Small Business	Individuals and companies with total outstanding obligations to DTFS USA of less than $1,250,000.  Obligors in the Small Business segment fall within the Owner Operators and Vocational Customers categories: •          Owner Operators are defined as “For Hire” drivers who typically drive heavy duty trucks to haul goods over the road.  They are typically experienced truck operators that own and operate their own trucking business.  Owner Operators may lease onto a carrier or they may operate under their own authority.  Owner Operators generally haul freight which includes but is not limited to dry van, refrigerated or flatbed products. •          Vocational Customers are defined as “Not for Hire” operators, and typically use the truck to haul their own products or are operators whose use of the equipment is deemed a specialty haul (i.e., loggers, gasoline tankers, construction, etc.).
Commercial Fleet	Commercial enterprises with total outstanding obligations to DTFS USA of $1,250,000 or more presently or in the past or where they have indicated the intention to borrow $1,250,000 or more.

Pledgeline Business

Dealers or dealer-controlled leasing companies who finance the acquisition of commercial vehicles for the purpose of subsequently leasing those vehicles or financing the sale of those vehicles to end users, who are typically customers in the Small Business and Commercial Fleet segments. DTFS USA provides a pledge line of credit to the dealer or dealer-controlled leasing company.  Under a pledge line of credit, DTFS USA originates a loan or lease to the dealer to finance the dealer’s retail installment sales contract or loan with the end user or the dealer’s lease agreement to the end user.  In either case, DTFS USA receives a pledge of a security interest in the retail installment sales contract or loan or the lease agreement and in the dealer’s interest in the related vehicle.  A pledge line of credit may finance both sales and leasing activity by the dealer, and typically all loans made under a line of credit are cross-collateralized and cross-defaulted, although each loan advanced by DTFS USA is made with respect to the financing of the sale or lease of specified vehicle(s) to a particular end user only.

		For the Year Ended December 31,
		2023								2022								2021
			$			% of Total					$			% of Total					$			% of Total
Fleet(1)			5,717,191,868				71.96	%			5,072,186,481				68.75	%			4,205,935,055				63.42	%
Pledgeline Business(2)			843,477,420				10.62	%			764,140,324				10.36	%			797,100,766				12.02	%
Small Business(3)			1,382,133,676				17.40	%			1,541,297,402				20.89	%			1,628,812,850				24.56	%
Other(4)			2,024,291				0.03	%			0				0.00	%			0				0.00	%
Total(5)			7,944,827,254				100.00	%			7,377,624,206				100.00	%			6,631,848,671				100.00	%

		For the Year Ended December 31,
		2020								2019
			$			% of Total					$			% of Total
Fleet(1)			4,255,702,963				55.96	%			4,277,324,138				57.58	%
Pledgeline Business(2)			841,024,737				11.06	%			759,973,778				10.23	%
Small Business(3)			2,508,597,514				32.98	%			2,390,961,037				32.19	%
Other(4)			0				0.00	%			0				0.00	%
Total(5)			7,605,325,214				100.00	%			7,428,258,953				100.00	%

(1)	Commercial enterprises with total outstanding obligations to DTFS USA of $1,250,000 or more, or where they have the intention to borrow $1,250,000 or more.

(2)	Dealers who finance the acquisition of commercial vehicles for the purpose of subsequently leasing those vehicles or financing the sale of those vehicles to end users, who are typically customers in the Small Business and Commercial Fleet segments.

(3)	Individuals and companies with total outstanding obligations to DTFS USA less than $1,250,000.  Obligors in the Small Business segment include Owner Operators, Vocational customers, and prior to 2021, Mercedes-Benz van customers.

(4)	Other represents Sovereign/Municipal customers.

(5)	Totals may be off due to rounding.

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

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PEGA – 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; and

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

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upon a determination by DTFS USA that the financed equipment is of no value or the financed equipment is abandoned by DTFS USA due to condition and costs to repossess.

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the first four invoiced payments should have posted to the account;

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six or more invoiced payments have posted to the account since the last processed extension;

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a maximum of eight extensions are allowed over the life of the contract;

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the maturity date has not occurred; and

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the account is not in active bankruptcy status.

		At December 31,
		2023				2022				2021				2020				2019
Number of receivables serviced			41,805				44,428				47,300				76,113				74,503
Period of delinquency
31 – 60 days			733				543				350				733				1,016
61 – 90 days			253				210				82				224				278
91 days or more			260				116				118				197				260
Total number of receivables delinquent			1,246				869				550				1,154				1,554
Delinquencies as a percentage of number of receivables outstanding			2.98	%			1.96	%			1.16	%			1.52	%			2.09	%

		At December 31,
		2023				2022				2021				2020				2019
Total amount outstanding		$	7,944,827			$	7,317,471			$	6,631,849			$	7,605,325			$	7,428,259
Period of delinquency
31 – 60 days		$	84,727			$	40,059			$	24,191			$	48,925			$	67,041
61 – 90 days		$	29,663			$	11,647			$	5,085			$	13,136			$	25,195
91 days or more		$	25,697			$	8,447			$	5,101			$	9,684			$	20,703
Total amount of receivables delinquent		$	140,087			$	60,153			$	34,377			$	71,745			$	112,939
Delinquencies as a percentage of receivables outstanding			1.76	%			0.82	%			0.52	%			0.94	%			1.52	%

(1)

The information includes installment sales contracts and installment loans for new and used commercial vehicles and equipment including receivables that DTFS USA has sold to third parties but DTFS USA continues to service.  Results for 2019 and 2020 include contracts financing Mercedes-Benz commercial van sales; van originations are not included in the results for 2021 through 2023.

		For the Year Ended December 31,
		2023				2022				2021				2020				2019
Principal balance of receivables serviced at end of period		$	7,944,827			$	7,377,624			$	6,631,849			$	7,605,325			$	7,428,259
Average during period(2)		$	7,591,373			$	6,978,330			$	6,572,610			$	7,524,745			$	7,209,153
Gross charge-offs of receivables during period(3)		$	85,800			$	14,081			$	32,405			$	83,188			$	60,013
Recoveries of receivables charged off in current and prior periods(4)		$	16,597			$	13,174			$	12,697			$	10,386			$	9,154
Net losses		$	69,203			$	907			$	19,709			$	72,802			$	50,859
Net losses as a percentage of average receivables outstanding during period (annualized)			0.91	%			0.01	%			0.30	%			0.97	%			0.71	%

(1)

The information includes installment sales contracts and loans for new and used commercial vehicles and equipment including receivables that DTFS USA has sold to third parties but DTFS USA continues to service. All amounts and percentages are based on the principal balance of the receivables, which does not include unearned interest.  Results for 2019 and 2020 include contracts financing Mercedes-Benz commercial van sales; van originations are not included in the results for 2021 through 2023.

(2)	Average of the loan balance or number of contracts, as the case may be, is calculated for a period by dividing the total monthly amounts by the number of months in the period.

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

(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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has an obligor which (1) is not a governmental or municipal issuer and (2) does not have a billing address outside the United States;

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is secured by a new or used trucking or transportation equipment;

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as of the Cutoff Date, had a remaining Principal Balance of not less than $1,000;

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had an original term to maturity (based on the original number of scheduled monthly payments) of not more than 84 months and not less than 12 months and, as of the Cutoff Date, a remaining term to maturity (based on the number of remaining monthly payments) of not more than 82 months and not less than 3 months;

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has a Contract Rate of at least 1.00%;

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

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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 Financed Equipment 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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as of the Cutoff Date, has a Principal Balance that (when combined with the aggregate Principal Balance of any other Receivables with the same obligor) does not exceed 2.00% of the Cutoff Date Pool Balance; and

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was not selected using selection procedures believed by DTFS 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)			170				3.61	%		$	15,973,227.95				1.79	%
Delinquent at least once for 61 days or more			0				0				0.00				0.00
No history of delinquency			4,541				96.39				874,029,271.89				98.21
Total			4,711				100.00	%		$	890,002,499.84				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(1)			Number of Receivables				Percentage of Total Number of Receivables				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance
0				4,394				93.27	%		$	863,617,453.13				97.04	%
1				317				6.73				26,385,046.71				2.96
Total				4,711				100.00	%		$	890,002,499.84				100.00	%

(1)	As of the Cutoff Date, no Receivable has been extended more than once.

Aggregate Current Principal Balance		$	890,002,500
Number of Receivables			4,711
Number of Items of Equipment			10,475
Average Current Principal Balance		$	188,920
Principal Balance (Range)		$	1,289 to $6,666,218
Average Original Principal Balance		$	289,923
Original Principal Balance (Range)		$	10,540 to $9,268,242
Percentage of New Financed Equipment			87.09	%
Percentage of Used Financed Equipment			12.91	%
Aggregate balloon payment amounts as a percentage of the Cutoff Date Pool Balance			10.64	%
Weighted Average Contract Rate			6.83	%
Contract Rate (Range)		1.69% to 20.50%
Weighted Average Original Term(1)		57.26 months
Original Term (Range)(1)		12 to 84 months
Weighted Average Remaining Term(2)		42.39 months
Remaining Term (Range)(2)		3 to 82 months

(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.

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)
12 months			1				0.02	%		$	3,891.80				0.00	%(3)
13 months to 24 months			48				1.02				2,943,823.46				0.33
25 months to 36 months			313				6.64				61,785,300.18				6.94
37 months to 48 months			1,010				21.44				185,717,157.56				20.87
49 months to 60 months			2,653				56.32				475,381,012.05				53.41
61 months to 72 months			580				12.31				129,433,947.22				14.54
73 months to 84 months			106				2.25				34,737,367.57				3.90
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

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

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

(3)	Represents a value greater than zero but less than 0.005%.

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)
1 month to 12 months			910				19.32	%		$	35,717,040.12				4.01	%
13 months to 24 months			1,110				23.56				115,219,026.65				12.95
25 months to 36 months			767				16.28				165,687,740.67				18.62
37 months to 48 months			920				19.53				224,064,904.36				25.18
49 months to 60 months			771				16.37				241,897,556.62				27.18
61 months to 72 months			206				4.37				89,273,488.35				10.03
73 months to 84 months			27				0.57				18,142,743.07				2.04
Total			4,711				100.00	%		$	890,002,499.84				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		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
Obligor 1			142				3.01	%		$	17,798,713.04				2.00	%
Obligor 2			11				0.23				17,267,444.97				1.94
Obligor 3			9				0.19				17,050,473.65				1.92
Obligor 4			5				0.11				16,894,662.62				1.90
Obligor 5			13				0.28				16,385,868.81				1.84
Obligor 6			4				0.08				16,276,156.35				1.83
Obligor 7			17				0.36				15,873,480.14				1.78
Obligor 8			9				0.19				13,135,950.19				1.48
Obligor 9			6				0.13				13,090,626.38				1.47
Obligor 10			8				0.17				12,313,870.98				1.38
Obligor 11			4				0.08				12,138,953.81				1.36
Obligor 12			3				0.06				10,878,925.78				1.22
Obligor 13			5				0.11				10,017,341.21				1.13
Obligor 14			3				0.06				9,558,744.70				1.07
Obligor 15			3				0.06				9,315,192.87				1.05
Obligor 16			6				0.13				9,046,740.45				1.02
Obligor 17			10				0.21				8,348,773.61				0.94
Obligor 18			12				0.25				8,122,011.26				0.91
Obligor 19			10				0.21				7,776,445.19				0.87
Obligor 20			56				1.19				7,316,154.88				0.82
Other			4,375				92.87				641,395,968.95				72.07
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

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

Interest 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)
Fixed			4,711				100.00	%		$	890,002,499.84				100.00	%
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

Obligor Mailing Address(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)
Illinois			442				9.38	%		$	142,004,866.09				15.96	%
Texas			613				13.01				92,551,212.98				10.40
California			536				11.38				73,629,682.42				8.27
Tennessee			147				3.12				67,712,581.04				7.61
Utah			77				1.63				53,182,597.98				5.98
New Jersey			161				3.42				34,777,879.83				3.91
Georgia			170				3.61				29,690,343.56				3.34
Indiana			109				2.31				29,042,589.47				3.26
Ohio			126				2.67				26,373,355.41				2.96
Oklahoma			44				0.93				24,463,580.53				2.75
Wisconsin			93				1.97				21,873,395.34				2.46
Colorado			165				3.50				21,225,454.69				2.38
Michigan			143				3.04				20,710,864.73				2.33
Arkansas			56				1.19				20,155,016.89				2.26
New York			190				4.03				17,460,740.01				1.96
Mississippi			89				1.89				16,455,545.38				1.85
Pennsylvania			128				2.72				14,054,878.40				1.58
Florida			153				3.25				13,881,639.72				1.56
Washington			99				2.10				13,795,503.06				1.55
Missouri			66				1.40				13,550,489.33				1.52
Alabama			69				1.46				12,976,817.12				1.46
Iowa			46				0.98				10,735,053.16				1.21
Minnesota			77				1.63				10,684,904.53				1.20
Louisiana			74				1.57				10,241,103.54				1.15
Oregon			47				1.00				9,897,881.29				1.11
Arizona			25				0.53				9,031,934.00				1.01
Massachusetts			89				1.89				8,974,028.63				1.01
Other(3)			677				14.37				70,868,560.71				7.96
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

(1)	Based on the obligors’ primary business address as set forth in the Servicer’s records.

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

(3)	Each State included in the “Other” category accounted for less than 1.00% of the Cutoff Date Pool Balance.

Credit Tier(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)
1				1,868				39.65	%		$	192,973,151.29				21.68	%
2				1,031				21.88				266,679,377.68				29.96
3				861				18.28				195,467,818.85				21.96
4				590				12.52				158,380,820.82				17.80
5				254				5.39				61,742,366.64				6.94
6				83				1.76				12,543,976.35				1.41
7				22				0.47				2,172,364.02				0.24
8				1				0.02				23,901.77				0.00	(3)
9				1				0.02				18,722.42				0.00	(3)
Total				4,711				100.00	%		$	890,002,499.84				100.00	%

(1)	Credit tiers are based on the customer’s proprietary credit score with “1” being the highest and “10” being the lowest tier.

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

(3)	Represents a value greater than zero but less than 0.005%.

Model Year		Number of  Items of Financed Equipment				Percentage of Total Number of Items of Financed Equipment(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
2009			1				0.01	%		$	7,014.80				0.00	%(2)
2010			3				0.03				63,563.93				0.01
2012			2				0.02				19,651.42				0.00	(2)
2013			10				0.10				235,744.47				0.03
2014			17				0.16				543,517.95				0.06
2015			61				0.58				1,362,702.85				0.15
2016			259				2.47				6,385,019.71				0.72
2017			249				2.38				6,362,277.69				0.71
2018			284				2.71				10,921,148.80				1.23
2019			600				5.73				22,931,617.53				2.58
2020			1,769				16.89				62,631,448.58				7.04
2021			1,135				10.84				55,585,499.54				6.25
2022			1,046				9.99				89,904,643.59				10.10
2023			2,566				24.50				288,911,786.44				32.46
2024			2,472				23.60				344,037,999.10				38.66
2025			1				0.01				98,863.44				0.01
Total			10,475				100.00	%		$	890,002,499.84				100.00	%

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

(2)	Represents a value greater than zero but less than 0.005%.

New/Used		Number of Items of Financed Equipment				Percentage of Total Number of Items of Financed Equipment(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
New			8,468				80.84	%		$	775,079,223.40				87.09	%
Used			2,007				19.16				114,923,276.44				12.91
Total			10,475				100.00	%		$	890,002,499.84				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)
1.00% to 1.99%			2				0.04	%		$	3,623,840.66				0.41	%
2.00% to 2.99%			73				1.55				34,305,036.40				3.85
3.00% to 3.99%			297				6.30				52,138,425.26				5.86
4.00% to 4.99%			527				11.19				72,984,823.81				8.20
5.00% to 5.99%			614				13.03				127,602,587.03				14.34
6.00% to 6.99%			824				17.49				268,244,990.37				30.14
7.00% to 7.99%			830				17.62				174,190,533.04				19.57
8.00% to 8.99%			385				8.17				72,773,525.37				8.18
9.00% to 9.99%			179				3.80				25,633,821.49				2.88
10.00% to 10.99%			106				2.25				10,928,568.26				1.23
11.00% to 11.99%			111				2.36				7,558,488.02				0.85
12.00% and above			763				16.20				40,017,860.13				4.50
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

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

Payment Frequency		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
Monthly			4,711				100.00	%		$	890,002,499.84				100.00	%
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

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

Financed Equipment Type		Number of Items of Financed Equipment				Percentage of Total Number of Items of Financed Equipment(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
Tractor			8,611				82.21	%		$	804,864,172.08				90.43	%
Trailer			1,243				11.87				51,467,186.07				5.78
Truck			471				4.50				24,357,271.18				2.74
Bus			150				1.43				9,313,870.51				1.05
Total			10,475				100.00	%		$	890,002,499.84				100.00	%

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

Customer Segment		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance as of the Cutoff Date				Percentage of Cutoff Date Pool Balance(1)
Fleet			1,705				36.19	%		$	650,533,275.14				73.09	%
Small Business			2,612				55.44				185,069,984.45				20.79
Pledgeline Business			394				8.36				54,399,240.25				6.11
Total			4,711				100.00	%		$	890,002,499.84				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)
$10,000.01 to $20,000.00				8				0.17	%		$	64,741.63				0.01	%
$20,000.01 to $30,000.00				59				1.25				747,298.44				0.08
$30,000.01 to $40,000.00				148				3.14				2,607,300.11				0.29
$40,000.01 to $50,000.00				243				5.16				6,043,048.22				0.68
$50,000.01 to $100,000.00				1,052				22.33				43,848,436.98				4.93
$100,000.01 to $150,000.00				923				19.59				59,353,355.70				6.67
$150,000.01 to $200,000.00				966				20.51				108,282,206.69				12.17
$200,000.01 to $250,000.00				224				4.75				35,389,843.59				3.98
$250,000.01 to $300,000.00				155				3.29				21,579,161.91				2.42
$300,000.01 to $350,000.00				150				3.18				31,147,318.44				3.50
$350,000.01 to $400,000.00				106				2.25				27,786,092.52				3.12
$400,000.01 to $450,000.00				52				1.10				12,749,156.62				1.43
$450,000.01 to $500,000.00				60				1.27				18,965,868.96				2.13
$500,000.01 to $550,000.00				66				1.40				26,875,989.99				3.02
$550,000.01 to $600,000.00				49				1.04				16,161,202.91				1.82
$600,000.01 to $650,000.00				32				0.68				11,817,411.14				1.33
$650,000.01 to $700,000.00				42				0.89				18,520,509.91				2.08
$700,000.01 to $750,000.00				30				0.64				12,467,937.13				1.40
$750,000.01 to $800,000.00				28				0.59				15,612,433.17				1.75
$800,000.01 to $850,000.00				21				0.45				11,131,677.94				1.25
$850,000.01 to $900,000.00				18				0.38				12,104,308.92				1.36
$900,000.01 to $950,000.00				16				0.34				9,864,090.42				1.11
$950,000.01 to $1,000,000.00				9				0.19				5,442,675.70				0.61
$1,000,000.01 to $2,000,000.00				168				3.57				164,441,729.79				18.48
$2,000,000.01 to $3,000,000.00				43				0.91				74,534,785.87				8.37
$3,000,000.01 and above				43				0.91				142,463,917.14				16.01
Total				4,711				100.00	%		$	890,002,499.84				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				251				5.33	%		$	1,694,212.57				0.19	%
$10,000.01 to $20,000.00				359				7.62				5,415,493.09				0.61
$20,000.01 to $30,000.00				399				8.47				9,983,321.22				1.12
$30,000.01 to $40,000.00				374				7.94				13,117,693.21				1.47
$40,000.01 to $50,000.00				356				7.56				15,900,835.06				1.79
$50,000.01 to $100,000.00				1,040				22.08				72,255,427.71				8.12
$100,000.01 to $150,000.00				608				12.91				76,700,965.45				8.62
$150,000.01 to $200,000.00				458				9.72				77,278,259.30				8.68
$200,000.01 to $250,000.00				162				3.44				35,835,719.74				4.03
$250,000.01 to $300,000.00				90				1.91				24,547,518.94				2.76
$300,000.01 to $350,000.00				107				2.27				34,393,814.90				3.86
$350,000.01 to $400,000.00				45				0.96				16,813,255.68				1.89
$400,000.01 to $450,000.00				57				1.21				24,158,116.22				2.71
$450,000.01 to $500,000.00				40				0.85				19,002,101.06				2.14
$500,000.01 to $550,000.00				33				0.70				17,212,470.13				1.93
$550,000.01 to $600,000.00				29				0.62				16,523,417.09				1.86
$600,000.01 to $650,000.00				25				0.53				15,738,921.89				1.77
$650,000.01 to $700,000.00				31				0.66				20,912,395.94				2.35
$700,000.01 to $750,000.00				12				0.25				8,646,152.91				0.97
$750,000.01 to $800,000.00				14				0.30				10,817,413.98				1.22
$800,000.01 to $850,000.00				16				0.34				13,211,659.79				1.48
$850,000.01 to $900,000.00				16				0.34				13,927,700.58				1.56
$900,000.01 to $950,000.00				20				0.42				18,484,386.68				2.08
$950,000.01 to $1,000,000.00				10				0.21				9,715,571.20				1.09
$1,000,000.01 to $2,000,000.00				112				2.38				157,019,465.55				17.64
$2,000,000.01 to $3,000,000.00				22				0.47				54,234,908.21				6.09
$3,000,000.01 and above				25				0.53				106,461,301.74				11.96
Total				4,711				100.00	%		$	890,002,499.84				100.00	%

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

Age(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)
1 month to 12 months			1,700				36.09	%		$	478,146,146.40				53.72	%
13 months to 24 months			848				18.00				249,005,556.64				27.98
25 months to 36 months			401				8.51				72,242,153.11				8.12
37 months to 48 months			1,142				24.24				68,125,128.97				7.65
49 months to 60 months			572				12.14				21,284,458.64				2.39
61 months to 72 months			48				1.02				1,199,056.08				0.13
Total			4,711				100.00	%		$	890,002,499.84				100.00	%

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

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

Period Number		Period		Principal ($)				Interest ($)				Period Number			Period		Principal ($)				Interest ($)
1		March 2024			21,005,090.65				6,255,595.81				42		August 2027			11,064,342.84				887,731.57
2		April 2024			22,693,572.76				3,729,081.44				43		September 2027			10,441,303.41				821,577.44
3		May 2024			21,601,868.30				4,754,244.13				44		October 2027			10,645,431.69				731,751.49
4		June 2024			21,340,638.64				4,786,669.24				45		November 2027			11,534,547.03				689,043.17
5		July 2024			21,655,356.91				4,526,879.22				46		December 2027			8,942,958.59				557,515.92
6		August 2024			22,404,431.93				4,555,586.31				47		January 2028			7,463,110.90				552,646.38
7		September 2024			21,529,202.04				4,433,982.97				48		February 2028			7,691,517.10				510,605.95
8		October 2024			21,282,518.68				4,184,822.17				49		March 2028			6,937,515.18				434,805.27
9		November 2024			21,715,911.52				4,201,398.42				50		April 2028			6,236,404.21				428,985.80
10		December 2024			20,644,098.72				3,958,707.11				51		May 2028			6,190,780.85				353,041.67
11		January 2025			20,214,037.47				3,980,823.96				52		June 2028			6,770,805.70				338,857.67
12		February 2025			19,184,749.47				3,855,455.15				53		July 2028			6,452,226.04				288,234.45
13		March 2025			23,601,758.08				3,419,466.75				54		August 2028			5,063,233.24				258,376.70
14		April 2025			21,129,126.84				3,637,380.61				55		September 2028			3,904,341.10				226,078.27
15		May 2025			20,314,096.54				3,409,646.03				56		October 2028			4,304,945.99				194,802.62
16		June 2025			19,114,040.96				3,403,748.69				57		November 2028			3,412,681.34				174,878.06
17		July 2025			18,764,504.99				3,194,112.79				58		December 2028			2,621,688.05				143,403.96
18		August 2025			18,441,289.74				3,191,403.86				59		January 2029			2,188,079.01				136,658.80
19		September 2025			22,216,908.88				3,080,998.14				60		February 2029			1,910,782.51				121,961.86
20		October 2025			17,374,981.98				2,867,960.16				61		March 2029			1,948,728.79				96,306.13
21		November 2025			18,241,944.90				2,857,605.42				62		April 2029			1,809,519.90				98,945.03
22		December 2025			19,668,207.31				2,667,456.11				63		May 2029			1,765,724.81				84,881.17
23		January 2026			18,170,448.85				2,647,511.19				64		June 2029			2,007,389.56				76,614.20
24		February 2026			16,420,047.85				2,532,528.02				65		July 2029			2,850,587.08				62,295.14
25		March 2026			18,761,912.85				2,220,897.43				66		August 2029			1,217,660.65				47,296.46
26		April 2026			17,109,943.49				2,339,289.36				67		September 2029			1,974,288.00				39,765.58
27		May 2026			17,168,655.77				2,171,154.65				68		October 2029			1,190,236.41				27,150.21
28		June 2026			19,469,103.23				2,140,812.87				69		November 2029			488,554.34				21,239.90
29		July 2026			14,779,466.33				1,964,284.74				70		December 2029			817,790.93				17,699.71
30		August 2026			14,838,234.34				1,941,105.70				71		January 2030			273,958.11				13,987.60
31		September 2026			16,085,538.41				1,849,507.72				72		February 2030			311,864.67				12,326.50
32		October 2026			15,007,916.01				1,700,049.04				73		March 2030			273,104.78				9,684.47
33		November 2026			17,858,624.32				1,661,241.57				74		April 2030			487,363.39				9,076.55
34		December 2026			17,752,641.98				1,508,430.64				75		May 2030			428,942.13				6,216.34
35		January 2027			13,469,426.43				1,451,257.82				76		June 2030			204,874.34				4,013.77
36		February 2027			14,258,875.76				1,361,238.25				77		July 2030			122,191.97				2,735.10
37		March 2027			13,326,204.60				1,159,924.82				78		August 2030			69,862.89				2,068.80
38		April 2027			12,547,864.92				1,190,178.05				79		September 2030			103,817.20				1,636.95
39		May 2027			13,275,419.72				1,082,340.19				80		October 2030			69,478.53				956.38
40		June 2027			11,436,572.18				1,035,696.76				81		November 2030			28,401.58				558.62
41		July 2027			11,849,928.47				932,921.38				82		December 2030			56,302.18				352.30

(1)	Assumes CPR of 0%; payments are made as scheduled with no delinquencies or defaults.

•

each Receivable 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 generally;

•

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 related Financed Equipment in favor of DTFS USA or all necessary action with respect to such Receivable has been taken to perfect a first priority security interest in such Financed Equipment in favor of DTFS USA, which security interest is assignable and has been so assigned by DTFS USA to the Depositor;

•

there are no rights of rescission, setoff, counterclaim or defense, and DTFS 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 an item of Financed Equipment, 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 DTFS USA has not waived any of the foregoing; and

•

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

•

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.

•

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 DTFS USA as described under “— Delinquency Trigger;” and

•

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

•

its experience with delinquency in the prior securitized pools of trucking and transportation equipment installment sales contracts and loans and in its portfolio of trucking and transportation equipment installment sales contracts and loans, as well as its review of available information concerning delinquency trends of comparable securitized pools of trucking and transportation equipment receivables originated by other finance companies;

•

its observation that greater than 60-day delinquency rates and net cumulative losses for trucking and transportation equipment loan pools are correlated; and

•

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

•

prepayments in full or in part by obligors;

•

DTFS 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 it extends or modifies the terms of a Receivable beyond the Collection Period preceding the Final Scheduled Payment Date for the Class A-4 Notes;

•

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 CPR during each Collection Period, with no defaults, losses or repurchases;

•

each scheduled monthly payment on the Receivables is made on the actual payment date for each month and accrued interest is based on actual/365, commencing March 2024;

•

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

•

the initial principal amount of each class of Notes is as set forth on the cover page of this prospectus;

•

the interest rate on the (i) Class A-1 Notes is 0.000%, (ii) Class A-2 Notes is 6.06%, (iii) Class A-3 Notes is 5.77% and (iv) Class A-4 Notes is 5.74%;

•

the Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes accrue interest on a 30/360 basis;

•

the Notes are purchased on April 24, 2024;

•

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 either Trustee or the Asset Representations Reviewer in any Collection Period;

•

the initial amount on deposit in the Reserve Fund is $2,128,635.19;

•

the initial amount of overcollateralization is approximately 8.75% of the Cutoff Date Adjusted Pool Balance and the amount of overcollateralization is maintained over time at an amount equal to 8.75% of the Cutoff Date Adjusted Pool Balance; and

•

except as indicated in the CPR 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.

		Class A‑1 Notes																												Class A‑2 Notes
Payment Date			0	%			5	%			10	%			12	%			15	%			20	%			0	%			5	%			10	%			12	%			15	%			20	%
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	%
May 2024			71.18	%			66.03	%			60.66	%			58.44	%			55.02	%			49.11	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
June 2024			56.94	%			49.43	%			41.62	%			38.41	%			33.48	%			24.97	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
July 2024			42.76	%			33.03	%			22.96	%			18.82	%			12.50	%			1.63	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
August 2024			28.42	%			16.61	%			4.44	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			99.72	%			95.87	%			89.27	%
September 2024			13.42	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			99.84	%			92.69	%			89.78	%			85.34	%			77.77	%
October 2024			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			99.50	%			91.62	%			83.57	%			80.30	%			75.33	%			66.88	%
November 2024			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			92.31	%			83.58	%			74.70	%			71.10	%			65.66	%			56.43	%
December 2024			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			84.91	%			75.41	%			65.78	%			61.89	%			56.02	%			46.12	%
January 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			77.91	%			67.69	%			57.38	%			53.23	%			46.98	%			36.47	%
February 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			71.02	%			60.14	%			49.21	%			44.82	%			38.23	%			27.19	%
March 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			64.49	%			52.99	%			41.49	%			36.89	%			29.99	%			18.49	%
April 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			56.44	%			44.47	%			32.56	%			27.81	%			20.70	%			8.89	%
May 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			49.17	%			36.75	%			24.44	%			19.55	%			12.25	%			0.17	%
June 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			42.21	%			29.39	%			16.74	%			11.73	%			4.27	%			0.00	%
July 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			35.64	%			22.45	%			9.50	%			4.38	%			0.00	%			0.00	%
August 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			29.22	%			15.71	%			2.50	%			0.00	%			0.00	%			0.00	%
September 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			22.86	%			9.09	%			0.00	%			0.00	%			0.00	%			0.00	%
October 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			15.13	%			1.25	%			0.00	%			0.00	%			0.00	%			0.00	%
November 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			9.16	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
December 2025			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			2.84	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
January 2026			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)			0.24				0.20				0.17				0.15				0.14				0.12				1.10				0.97				0.85				0.81				0.75				0.66
Weighted Average Life (years) to Call(1),(2)			0.24				0.20				0.17				0.15				0.14				0.12				1.10				0.97				0.85				0.81				0.75				0.66

(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 the Servicer exercises its Optional Purchase Right at its first opportunity.

		Class A‑3 Notes																								Class A‑4 Notes
Payment Date			0	%			5	%			10	%			12	%			15	%			20	%			0	%			5	%			10	%			12	%			15	%			20	%
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	%
May 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	%
June 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	%
July 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	%
August 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	%
September 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	%
October 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	%
November 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	%
December 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	%
January 2025			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 2025			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 2025			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 2025			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 2025			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 2025			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			92.64	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
July 2025			100.00	%			100.00	%			100.00	%			100.00	%			97.05	%			85.61	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
August 2025			100.00	%			100.00	%			100.00	%			97.52	%			90.45	%			78.90	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
September 2025			100.00	%			100.00	%			96.03	%			91.20	%			84.07	%			72.45	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
October 2025			100.00	%			100.00	%			88.80	%			83.98	%			76.85	%			65.31	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
November 2025			100.00	%			95.51	%			83.05	%			78.20	%			71.05	%			59.52	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2025			100.00	%			89.62	%			77.13	%			72.27	%			65.15	%			53.68	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
January 2026			96.35	%			83.36	%			70.92	%			66.10	%			59.04	%			47.73	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
February 2026			90.55	%			77.56	%			65.18	%			60.40	%			53.41	%			42.27	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
March 2026			85.33	%			72.33	%			60.00	%			55.26	%			48.34	%			37.34	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
April 2026			79.38	%			66.50	%			54.33	%			49.67	%			42.88	%			32.13	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
May 2026			73.90	%			61.13	%			49.12	%			44.53	%			37.87	%			27.36	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
June 2026			68.41	%			55.80	%			43.99	%			39.49	%			32.98	%			22.74	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
July 2026			62.13	%			49.81	%			38.32	%			33.96	%			27.66	%			17.80	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
August 2026			57.41	%			45.25	%			33.96	%			29.68	%			23.52	%			13.93	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
September 2026			52.64	%			40.68	%			29.63	%			25.45	%			19.46	%			10.15	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
October 2026			47.45	%			35.78	%			25.04	%			21.00	%			15.21	%			6.25	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
November 2026			42.63	%			31.24	%			20.81	%			16.90	%			11.31	%			2.69	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
December 2026			36.83	%			25.90	%			15.92	%			12.20	%			6.88	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			93.53	%
January 2027			31.08	%			20.63	%			11.15	%			7.61	%			2.58	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%			74.34	%
February 2027			26.72	%			16.61	%			7.47	%			4.08	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			96.26	%			0.00	%
March 2027			22.09	%			12.39	%			3.66	%			0.43	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			100.00	%			79.16	%			0.00	%
April 2027			17.80	%			8.50	%			0.16	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			100.00	%			85.38	%			0.00	%			0.00	%
May 2027			13.73	%			4.82	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			84.28	%			69.61	%			0.00	%			0.00	%
June 2027			9.41	%			0.97	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			100.00	%			67.19	%			0.00	%			0.00	%			0.00	%
July 2027			5.70	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			88.19	%			0.00	%			0.00	%			0.00	%			0.00	%
August 2027			1.84	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			100.00	%			71.10	%			0.00	%			0.00	%			0.00	%			0.00	%
September 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			91.14	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
October 2027			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			74.04	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
November 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)			2.49				2.30				2.12				2.05				1.95				1.78				3.64				3.47				3.29				3.21				3.10				2.91
Weighted Average Life (years) to Call(1),(2)			2.49				2.30				2.12				2.05				1.95				1.78				3.53				3.36				3.18				3.10				2.95				2.78

(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 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 from and including the Closing Date, in the case of the first Payment 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 21 in the case of the first Payment Date, assuming a Closing Date of April 24, 2024) divided by 360.

•

the Note Balance 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 Note Balance 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.”

•

May 15, 2025 for the Class A‑1 Notes;

•

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

•

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

•

July 15, 2031 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 those Notes until all Notes have been paid in full;

(6)

if any entity has replaced DTFS 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 interest-bearing 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 DTFS 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.