**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM10-K**

 

**(MarkOne)**

 

| ☒    | **ANNUAL                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------|--------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | **For                                         the fiscal year ended:  December 31, 2019**                                       |
| ** ** | **OR**                                                                                                                               |
| ☐    | **TRANSITION                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** ** | **For                                         the transition period from __________to__________**                                    |

 

**CommissionFile Number of Issuing Entity:  333-208533-06**

**CommissionFile Number of Depositor:  333-208533**

| ** ** | **Mercedes-Benz                                         Auto Lease Trust 2018-B**                        | ** ** |
|------------|----------------------------------------------------------------------------------------------------------|------------|
|       | (Exact                                         name of Issuing Entity as specified in its charter)       |       |
|       | Central                                         Index Key number of the Issuing Entity:  0001757056 |       |
| ** ** | **Daimler                                         Trust Leasing LLC**                                    | ** ** |
|       | (Exact                                         name of Depositor as specified in its charter)            |       |
|       | Central                                         Index Key number of the Depositor:  0001537805      |       |
| ** ** | **Mercedes-Benz                                         Financial Services USA LLC**                     | ** ** |
|       | (Exact                                         name of Sponsor as specified in its charter)              |       |
|       | Central                                         Index Key number of the Sponsor:  0001540252        |       |

 

| State                                         of Delaware                                                |   | 38-7210461                                                                   |
|----------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------|
| (State                                         or Other Jurisdiction of Incorporation of issuing entity) |   | (I.R.S.                                         Employer Identification No.) |
|                                                                                                     |   |                                                                         |
| 36455                                         Corporate Drive, Farmington Hills, Michigan                |   | 48331                                                                        |
| (Address                                         of Principal Executive Offices of issuing entity)       |   | (Zip                                         Code)                           |

 

|   | (248)                                         991-6700                                           |   |
|--------|--------------------------------------------------------------------------------------------------|--------|
|   | (Telephone                                       number, including area code, of issuing entity) |   |

 

Securitiesregistered pursuant to Section 12(b) of the Act:  None

Securitiesregistered pursuant to Section 12(g) of the Act:  None

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐ Yes  ☒ No

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☐ Yes  ☒ No 

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. ☒  Yes  ☐ No

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). ☒  Yes  ☐ No 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405)  is not containedherein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. ☒

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Checkone):

| Large                                         accelerated filer ☐   | Accelerated                                         filer ☐       | Non-accelerated                                         filer  ☒ |
|---------------------------------------------------------------------------|-------------------------------------------------------------------------|-----------------------------------------------------------------------------|
| Smaller                                         reporting company ☐ | Emerging                                         growth company ☐ |                                                                        |

 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐  Yes  ☒No

Statethe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the priceat which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter.  Not applicable

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Listhereunder the following documents if incorporated by reference and the Part of the Form 10-K (*e.g.*, Part I, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holders; (2) Any proxy or information statement;and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents shouldbe clearly described for identification purposes (*e.g.*, annual report to security holders for the fiscal year ended December24, 1980).  None

 

 

 

 

 

| **PART                                         I**                                                                                                                                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                          |
| **Item                                         1B.**                                                                                                                                | **Unresolved                                         Staff Comments.** |
|                                                                                                                                                                                |
| Nothing                                         to report.                                                                                                                          |
|                                                                                                                                                                                |
| **The                                         following Items have been omitted in accordance with General Instruction J(1) to Form                                         10-K:** |
|                                                                                                                                                                                |
| Item                                         1.                                                                                                                                     | Business. |
|                                                                                                                                                                                |   |
| Item                                         1A.                                                                                                                                    | Risk                                         Factors. |
|                                                                                                                                                                                |   |
| Item                                         2.                                                                                                                                     | Properties. |
|                                                                                                                                                                                |   |
| Item                                         3.                                                                                                                                     | Legal                                         Proceedings. |
|                                                                                                                                                                                |
| **PART                                         II**                                                                                                                                 |
|                                                                                                                                                                                |
| Item                                         9B.                                                                                                                                    | Other                                         Information. |
|                                                                                                                                                                                |
| Nothing                                         to report.                                                                                                                          |
|                                                                                                                                                                                |
| **The                                         following Items have been omitted in accordance with General Instruction J(1) to Form                                         10-K:** |
|                                                                                                                                                                                |
| Item                                         5.                                                                                                                                     | Market                                         for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases                                         of Equity Securities. |
|                                                                                                                                                                                |
| Item                                         6.                                                                                                                                     | Selected                                         Financial Data. |
|                                                                                                                                                                                |
| Item                                         7.                                                                                                                                     | Management’s                                         Discussion and Analysis of Financial Condition and Results of Operations. |
|                                                                                                                                                                                |
| Item                                         7A.                                                                                                                                    | Quantitative                                         and Qualitative Disclosures About Market Risk. |
|                                                                                                                                                                                |
| Item                                         8.                                                                                                                                     | Financial                                         Statements and Supplementary Data. |
|                                                                                                                                                                                |
| Item                                         9.                                                                                                                                     | Changes                                         in and Disagreements with Accountants on Accounting and Financial Disclosure. |
|                                                                                                                                                                                |
| Item                                         9A.                                                                                                                                    | Controls                                         and Procedures. |
|                                                                                                                                                                                |
| **PART                                         III**                                                                                                                                |
|                                                                                                                                                                                |
| **The                                         following Items have been omitted in accordance with General Instruction J(1) to Form                                         10-K:** |
|                                                                                                                                                                                |
| Item                                         10.                                                                                                                                    | Directors,                                         Executive Officers and Corporate Governance. |
|                                                                                                                                                                                |
| Item                                         11.                                                                                                                                    | Executive                                         Compensation. |
|                                                                                                                                                                                |
| Item                                         12.                                                                                                                                    | Security                                         Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
|                                                                                                                                                                                |   |
| Item                                         13.                                                                                                                                    | Certain                                         Relationships and Related Transactions, and Director Independence. |
|                                                                                                                                                                                |   |
| Item                                         14.                                                                                                                                    | Principal                                         Accountant Fees and Services. |

 

**PURSUANTTO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K:**

 

**Item1112(b) of Regulation AB.  Significant Obligors of Pool Assets - Financial Information.**

 

Nothingto report.

 

**Item1114(b)(2) of Regulation AB.  Credit Enhancement and Other Support, Except for Certain Derivatives Instruments - FinancialInformation.**

 

Nothingto report.

 

**Item1115(b) of Regulation AB.  Certain Derivatives Instruments - Financial Information.**

 

Nothingto report.

 

**Item1117 of Regulation AB.  Legal Proceedings.**

 

Thereare no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against the Sponsor,the Depositor, U.S. Bank National Association (the “Indenture Trustee”), Wilmington Trust, National Association (the“Owner Trustee”), Daimler Trust (the “Titling Trust”), Daimler Title Co. (the “Collateral Agent”),the Issuing Entity, or any other party contemplated by Item 1117 of Regulation AB or any property thereof, that are material toholders of the Asset Backed Notes issued by the Issuing Entity (the “Notes”), except to the extent set forth belowwith respect to the Indenture Trustee.

 

TheIndenture Trustee has provided the information contained in the following three paragraphs for purposes of compliance with RegulationAB:

 

Inthe last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have beensued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allegethe trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers tocomply with the governing agreements for these RMBS trusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representationsand warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgageloan servicers and abide by a heightened standard of care following alleged events of default.  Currently, U.S. Bank is adefendant in multiple actions alleging individual or class action claims against it.

 

U.S.Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contestingthe plaintiffs’ claims vigorously.  However, U.S. Bank cannot assure you as to the outcome of any of the litigation,or the possible impact of these litigations on the trustee or the RMBS trusts.  

 

OnMarch 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securitiesbacked by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. BankNational Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and threeother institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.  This lawsuitis captioned *The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*, C.A.No. 2018-0167-JRS (Del. Ch.).  The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmedas a result of purported misconduct or omissions by the defendants concerning administration of the trusts and servicing of thestudent loans.  

 

 

U.S.Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliancein all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordinglythat the claims against it in the lawsuit are without merit.  

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other prior filed disputes involvingthe DSTs and the Student Loans are being litigated.  On November 7, 2018, the Court ruled that the case should be stayedin its entirety pending resolution of the first-filed cases.

 

U.S.Bank intends to continue to defend this lawsuit vigorously.

 

**Item1119 of Regulation AB.  Affiliations and Certain Relationships and Related Transactions.**

 

TheDepositor is an affiliate of Mercedes-Benz Financial Services USA, which acts as Sponsor, Servicer and Administrator, in thatMercedes-Benz Financial Services USA is the sole equity member of the Depositor.

 

TheSponsor acts as originator (as contemplated by Item 1110 of Regulation AB) of the lease assets assigned to the Titling Trust andservices the leases.  The Issuing Entity issued the Mercedes-Benz Auto Lease Trust 2018-B asset backed certificates to theDepositor and through this issuance, the Depositor has acquired a 100% ownership interest in the Issuing Entity.  Therefore,the Issuing Entity is an affiliated party of the Depositor and, indirectly, of the Sponsor.

 

TheIndenture Trustee is an affiliate of the Collateral Agent.

 

Thereare no significant obligors, external enhancement or support providers, or other material parties related to the Notes.

 

Inaddition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary courseof business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apart fromthis asset-backed securities transaction involving the issuance of the Notes by the Issuing Entity, between the Sponsor, the Depositoror the Issuing Entity and any of the parties, or affiliates of such parties, mentioned in this Item.

 

**Item1122 of Regulation AB. Compliance with Applicable Servicing Criteria.**

 

Eachof the Sponsor, in its capacity as Servicer, and the Indenture Trustee (together with the Sponsor in its capacity as Servicer,each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing functionduring the reporting period with respect to the pool assets held by the Issuing Entity.  Each Servicing Participant has completeda report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Reporton Assessment”) as of December 31, 2019, and for the reporting period, which Reports on Assessment are attached as Exhibits33.1 and 33.2 to this report on Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an“Attestation Report”) by a registered independent public accounting firm on its Report on Assessment.  The AttestationReports are attached as Exhibits 34.1 and 34.2 to this report on Form 10-K. The Report on Assessment prepared by the IndentureTrustee and the Attestation Report provided by the Indenture Trustee did not identify any material instances of noncompliancewith the servicing criteria applicable to the Indenture Trustee. The Report on Assessment prepared by the Servicer and the AttestationReport provided by the Servicer identified one material instance of noncompliance with the servicing criteria applicable to theServicer. In regard to one account, the Servicer failed to send a pre-repo notice within the timeframe required by Servicer policy.The account in question was not part of the assets backing the Notes. In response to the above finding the Servicer has respondedthat (1) the Servicer follows applicable law in the provision of pre-repo notices, (2) for the account in question, the pre-reponotice was sent four business days late because the Servicer did not document in its portfolio system that approval for repossessionhad been obtained and (3) the Servicer’s procedures have been revised to clarify the requirements for documenting repossessionapprovals in the Servicer’s portfolio system.

 

 

**Item1123 of Regulation AB.  Servicing Compliance Statement.**

 

TheServicer has completed a statement of compliance with its obligations under the applicable servicing agreement (a “ComplianceStatement”) signed by an authorized officer of the Servicer.  The Compliance Statement is attached as Exhibit 35.1to this report on Form 10-K.

 

**PARTIV**

 

**Item15.          Exhibits and Financial Statement Schedules.**

 

|  | (a) | The                 following documents are filed as part of this report |
|--|-----|--------------------------------------------------------------------------|

 

|  | (1) | Not                 applicable. |
|--|-----|---------------------------------|

 

|  | (2) | Not                 applicable. |
|--|-----|---------------------------------|

 

|  | (3) | See                 Item 15(b) below. |
|--|-----|---------------------------------------|

 

|  | (b) | Exhibits                 Required by Item 601 of Regulation S-K |
|--|-----|-----------------------------------------------------------------|

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                   |       | Underwriting                                         Agreement, dated November 15, 2018, among Daimler Trust Leasing LLC, as Depositor, Mercedes-Benz                                         Financial Services USA LLC, and J.P. Morgan Securities LLC, Credit Agricole Securities                                         and Mizuho Securities USA LLC, as representatives of the several underwriters named therein                                         (included in Exhibit 1.1 to the Form 8-K of the Issuing Entity, as filed with the SEC                                         on November 19, 2018, which is incorporated herein by reference).                                                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.1                   |       | Certificate                                         of Formation of Daimler Trust Leasing LLC (included in Exhibit 3.1 to the Registration                                         Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December                                         27, 2011, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                      |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                   |       | Limited                                         Liability Company Agreement of Daimler Trust Leasing LLC (included in Exhibit 3.2 to                                         the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with                                         the SEC on December 27, 2011, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                           |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3                   |       | Second                                         Amended and Restated Trust Agreement, dated as of April 1, 2008, of Daimler Trust, among                                         Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC, as initial beneficiary                                         and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.3 to the Registration                                         Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December                                         27, 2011, which is incorporated herein by reference).                                                                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.4                   |       | Amendment                                         to Second Amended and Restated Trust Agreement of Daimler Trust, dated as of March 1,                                         2009, among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC and                                         BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.4 to the Registration                                         Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December                                         27, 2011, which is incorporated herein by reference).                                                                                                              |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1                   |       | Indenture,                                         dated as of November 1, 2018, between the Issuing Entity and U.S. Bank National Association,                                         as Indenture Trustee (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity,                                         as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                      |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.2                   |       | Amended                                         and Restated Trust Agreement, dated as of November 1, 2018, among Daimler Trust Leasing                                         LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (included                                         in Exhibit 4.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on November                                         21, 2018, which is incorporated herein by reference).                                                                                                                                                                                                                                           |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3                   |       | Amended                                         and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust,                                         as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title                                         Co., as collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and                                         as servicer (included in Exhibit 4.3 to the Registration Statement on Form S-3,                                         Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which                                         is incorporated herein by reference). |

 

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4                   |       | 2018-B                                         Exchange Note Supplement, dated as of November 1, 2018, among Daimler Trust, as borrower,                                         U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as                                         collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer                                         (included in Exhibit 4.4 to the Form 8-K of the Issuing Entity, as filed with the SEC                                         on November 21, 2018, which is incorporated herein by reference).        |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1                  |       | First-Tier                                         Sale Agreement, dated as of November 1, 2018, between Mercedes-Benz Financial Services                                         USA LLC, as seller, and Daimler Trust Leasing LLC, as purchaser (included in Exhibit                                         10.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018,                                         which is incorporated herein by reference).                                                                                                                                                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.2                  |       | Second-Tier                                         Sale Agreement, dated as of November 1, 2018, between Daimler Trust Leasing LLC, as seller,                                         and the Issuing Entity, as purchaser (included in Exhibit 10.2 to the Form 8-K of the                                         Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein                                         by reference).                                                                                                                                                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.3                  |       | Amended                                         and Restated Servicing Agreement, dated as of March 1, 2009, among Mercedes-Benz Financial                                         Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler                                         Title Co., as collateral agent (included in Exhibit 10.3 to the Registration Statement                                         on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27,                                         2011, which is incorporated herein by reference).                    |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4                  |       | 2018-B                                         Servicing Supplement, dated as of November 1, 2018, among Mercedes-Benz Financial Services                                         USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title                                         Co., as collateral agent (included in Exhibit 10.4 to the Form 8-K of the Issuing Entity,                                         as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5                  |       | Asset                                         Representations Review Agreement, dated as of November 1, 2018, among the Issuing Entity,                                         Mercedes-Benz Financial Services USA LLC, as administrator, and Clayton Fixed Income                                         Services LLC, as asset representations reviewer (included in Exhibit 10.5 to the Form                                         8 K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated                                         herein by reference).                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1                  |       | Certification                                         of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a- 14(d)/15d-14(d)                                         (Section 302 Certification).                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 33.1                  |       | Report                                         on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services                                         USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 33.2                  |       | Report                                         on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association,                                         as Indenture Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 34.1                  |       | Attestation                                         Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria relating                                         to Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                                                                        |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 34.2                  |       | Attestation                                         Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating                                         to U.S. Bank National Association, as Indenture Trustee.                                                                                                                                                                                                                                                                                                                                                                                                      |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35.1                  |       | Servicer                                         Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.1                  |       | Intercreditor                                         Agreement, dated as of August 1, 2007, among Mercedes-Benz Financial Services USA LLC,                                         Daimler Trust, Daimler Trust Holdings LLC, and the other persons becoming party thereto                                         from time to time pursuant to a Joinder Agreement (included in Exhibit 99.1 to the Registration                                         Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December                                         27, 2011, which is incorporated herein by reference). |

 

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.2                  |       | 2018-B                                         Collateral Account Control Agreement, dated as of November 1, 2018, between the Issuing                                         Entity and U.S. Bank National Association, as assignee-secured party and as securities                                         intermediary (included in Exhibit 99.2 to the Form 8-K of the Issuing Entity, as filed                                         with the SEC on November 21, 2018, which is incorporated herein by reference).            |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.3                  |       | Titling                                         Trust Account Control Agreement, dated as of November 1, 2018, between Daimler Trust                                         and U.S. Bank National Association, as assignee-secured party and as securities intermediary                                         (included in Exhibit 99.3 to the Form 8-K of the Issuing Entity, as filed with the SEC                                         on November 21, 2018, which is incorporated herein by reference).                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.4                  |       | 2018-B                                         Administration Agreement, dated as of November 1, 2018, among the Issuing Entity, Mercedes-Benz                                         Financial Services USA LLC, as Administrator, and U.S. Bank National Association, as                                         Indenture Trustee (included in Exhibit 99.4 to the Form 8-K of the Issuing Entity, as                                         filed with the SEC on November 21, 2018, which is incorporated herein by reference). |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (c)                   |       | Not                                         applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

**SUPPLEMENTALINFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIESPURSUANT TO SECTION 12 OF THE ACT.**

 

Noannual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to any securityholders or is presently anticipated to be furnished to security holders subsequent to the filing of this annual report on Form10-K.

 

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                                                          | Mercedes-Benz                                         Auto Lease Trust 2018-B |
|---------------------------------------------------------------|-------------------------------------------------------------------------------|
|                                                          | (Issuing                                         Entity)                      |
|                                                          |                                                                          |
|                                                          | By:                                                                           | Mercedes-Benz                                         Financial Services USA LLC |
|                                                          |                                                                          | (Servicer) |
|                                                          |                                                                          |   |   |
|                                                          |                                                                          | By: | /s/                                         Brian T. Stevens |
|                                                          |                                                                          |   | Name:                                         Brian T. Stevens |
|                                                          |                                                                          |   | Title:                                         Vice President and Controller (senior officer in |
|                                                          |                                                                          |   | charge                                         of the servicing function for the Servicer) |
|                                                          |                                                                          |   |   |
| Dated:                                         March 19, 2020 |                                                                          |   |   |

 

 

EXHIBITINDEX

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                   |       | Underwriting Agreement, November 15, 2018, among Daimler Trust Leasing LLC, as Depositor, Mercedes-Benz Financial Services USA LLC, and J.P. Morgan Securities LLC, Credit Agricole Securities and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (included in Exhibit 1.1 to the Form 8 K of the Issuing Entity, as filed with the SEC on November 19, 2018, which is incorporated herein by reference).                                                       |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.1                   |       | Certificate of Formation of Daimler Trust Leasing LLC (included in Exhibit 3.1 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).                                                                                                                                                                                                                                                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.2                   |       | Limited Liability Company Agreement of Daimler Trust Leasing LLC (included in Exhibit 3.2 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).                                                                                                                                                                                                                                          |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.3                   |       | Second Amended and Restated Trust Agreement, dated as of April 1, 2008, of Daimler Trust, among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC, as initial beneficiary and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.3 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).                                                                 |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.4                   |       | Amendment to Second Amended and Restated Trust Agreement of Daimler Trust, dated as of March 1, 2009, among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.4 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).                                                                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.1                   |       | Indenture, dated as of November 1, 2018, between the Issuing Entity and U.S. Bank National Association, as Indenture Trustee (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                                                                                                                                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.2                   |       | Amended and Restated Trust Agreement, dated as of November 1, 2018, among Daimler Trust Leasing LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (included in Exhibit 4.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                                                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.3                   |       | Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer (included in Exhibit 4.3 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).   |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.4                   |       | 2018-B Exchange Note Supplement, dated as of November 1, 2018, among Daimler Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer (included in Exhibit 4.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                             |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1                  |       | First-Tier Sale Agreement, dated as of November 1, 2018, between Mercedes-Benz Financial Services USA LLC, as seller, and Daimler Trust Leasing LLC, as purchaser (included in Exhibit 10.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2                  |       | Second-Tier Sale Agreement, dated as of November 1, 2018, between Daimler Trust Leasing LLC, as seller, and the Issuing Entity, as purchaser (included in Exhibit 10.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                                                                                          |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3                  |       | Amended and Restated Servicing Agreement, dated as of March 1, 2009, among Mercedes-Benz Financial Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent (included in Exhibit 10.3 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference).                    |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4                  |       | 2018-B Servicing Supplement, dated as of November 1, 2018, among Mercedes-Benz Financial Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent (included in Exhibit 10.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.5                  |       | Asset Representations Review Agreement, dated as of November 1, 2018, among the Issuing Entity, Mercedes-Benz Financial Services USA LLC, as administrator, and Clayton Fixed Income Services LLC, as asset representations reviewer (included in Exhibit 10.5 to the Form 8 K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                                                  |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.1                  |       | Certification                                         of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a- 14(d)/15d-14(d)                                         (Section 302 Certification).                                                                                                                                                                                                                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 33.1                  |       | Report                                         on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services                                         USA LLC, as Servicer.                                                                                                                                                                                                                                          |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 33.2                  |       | Report                                         on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association,                                         as Indenture Trustee.                                                                                                                                                                                                                                           |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 34.1                  |       | Attestation                                         Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria relating                                         to Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 34.2                  |       | Attestation                                         Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating                                         to U.S. Bank National Association, as Indenture Trustee.                                                                                                                                                                                              |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 35.1                  |       | Servicer                                         Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.                                                                                                                                                                                                                                                                                                                |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 99.1                  |       | Intercreditor Agreement, dated as of August 1, 2007, among Mercedes-Benz Financial Services USA LLC, Daimler Trust, Daimler Trust Holdings LLC, and the other persons becoming party thereto from time to time pursuant to a Joinder Agreement (included in Exhibit 99.1 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by reference). |

 

 

| **Exhibit****Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.2                  |       | 2018-B Collateral Account Control Agreement, dated as of November 1, 2018, between the Issuing Entity and U.S. Bank National Association, as assignee-secured party and as securities intermediary (included in Exhibit 99.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).            |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                   |
| 99.3                  |       | Titling Trust Account Control Agreement, dated as of November 1, 2018, between Daimler Trust and U.S. Bank National Association, as assignee-secured party and as securities intermediary (included in Exhibit 99.3 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference).                     |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                   |
| 99.4                  |       | 2018-B Administration Agreement, dated as of November 1, 2018, among the Issuing Entity, Mercedes-Benz Financial Services USA LLC, as Administrator, and U.S. Bank National Association, as Indenture Trustee (included in Exhibit 99.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on November 21, 2018, which is incorporated herein by reference). |
|                  |       |                                                                                                                                                                                                                                                                                                                                                                        |