0001718647-19-000016.txt : 20190326 0001718647-19-000016.hdr.sgml : 20190326 20190326140452 ACCESSION NUMBER: 0001718647-19-000016 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20181231 0001519881 0000038009 FILED AS OF DATE: 20190326 DATE AS OF CHANGE: 20190326 ABS ASSET CLASS: Auto leases FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ford Credit Auto Lease Trust 2017-B CENTRAL INDEX KEY: 0001718647 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-208514-05 FILM NUMBER: 19704925 BUSINESS ADDRESS: STREET 1: C/O FORD MOTOR CO., WHQ STE 801-C1 STREET 2: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3135943495 MAIL ADDRESS: STREET 1: C/O FORD MOTOR CO., WHQ STE 801-C1 STREET 2: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 10-K 1 a10-kxpubliclease2017xb2018.htm 10-K Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                    
For the transition period from ______ to ______

Ford Credit Auto Lease Trust 2017-B
(Exact name of issuing entity as specified in its charter)
Commission File Number: 333-208514-05
Central Index Key Number: 0001718647



Ford Credit Auto Lease Two LLC
(Exact name of depositor as specified in its charter)
Commission File Number: 333-208514
Central Index Key Number: 0001519881

 
Ford Motor Credit Company LLC
(Exact name of sponsor as specified in its charter)
Central Index Key Number: 0000038009

Delaware
(State or Other Jurisdiction of Incorporation of issuing entity)

86-6593632
(I.R.S. Employer Identification No. of issuing entity)

c/o BNY Mellon Trust of Delaware
301 Bellevue Parkway, 3rd Floor
Wilmington, Delaware
(Address of Principal Executive Offices of issuing entity)




19809
(Zip Code)

(302) 791-3610
(Telephone number, including area code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No






Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  
¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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.  x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a-non-accelerated filer, a smaller reporting company, 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. (Check One): 
Large Accelerated Filer ¨
Non-Accelerated Filer  x 
(Do not check if a smaller reporting company)

Accelerated Filer ¨
Smaller reporting company  ¨
Emerging growth company  ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
REGISTRANT HAS NO VOTING OR NON-VOTING COMMON EQUITY OUTSTANDING HELD BY NON-AFFILIATES.
 
 





PART I
 
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 1.
Item 1A.
Item 2.
Item 3.
Business
Risk Factors
Properties
Legal Proceedings

Item 1B.  Unresolved Staff Comments.
    
Nothing to report.

Item 4.    Mine Safety Disclosures.

Not applicable.
 
Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
    
Nothing to report.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, except for Certain Derivatives Instruments (Financial Information).
    
Nothing to report. 

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
    
Nothing to report. 

Item 1117 of Regulation AB. Legal Proceedings.
    
Nothing to report.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Item 9B. Other Information.
    
Nothing to report.

PART III
 
The following Items have been omitted in accordance with General Instruction J to Form 10-K:





Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance.
Executive Compensation.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Certain Relationships and Related Transactions, and Director Independence.
Principal Accountant Fees and Services.
Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. 
Each of Ford Motor Credit Company LLC (“Ford Credit”) and U.S. Bank National Association (“US Bank”) (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to the pool assets held by Ford Credit Auto Lease Trust 2017-B (the “Trust”). Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of December 31, 2018 and for the period from January 1, 2018 through December 31, 2018, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by an independent registered public accounting firm regarding its related Report on Assessment, which Attestation Reports are attached as exhibits to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.

Item 1123 of Regulation AB. Servicing Compliance Statement.
Ford Credit has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by the Trust. Ford Credit has provided a statement of compliance for the reporting period, signed by an authorized officer, and such compliance statement is attached as an exhibit to this Form 10-K.
 
PART IV
 
Item 15.    Exhibits and Financial Statement and Schedules.
 
(a)    List of Documents 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
 
Certificate of Formation of Ford Credit Auto Lease Two LLC (“FCAL Two”) (included in Exhibit 3.1 to the Registration Statement No. 333-208514, as filed with the Securities and Exchange Commission (the “Commission”) on February 17, 2016, which is incorporated herein by reference).



 
Second Amended and Restated Limited Liability Company Agreement of FCAL Two (included in Exhibit 3.2 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).


 
Amended and Restated Certificate of Formation of CAB East LLC (included in Exhibit 3.3 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 
Second Amended and Restated Limited Liability Company Agreement of CAB East LLC (included in Exhibit 3.4 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).






 
Amended and Restated Certificate of Formation of CAB West LLC (included in Exhibit 3.5 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 
Second Amended and Restated Limited Liability Company Agreement of CAB West LLC (included in Exhibit 3.6 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 
Indenture, dated as of October 1, 2017, between the Trust and US Bank, as indenture trustee (included in Exhibit 4.1 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).



 
Amended and Restated Trust Agreement, dated as of October 1, 2017, between FCAL Two and The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (included in Exhibit 4.2 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).



 
2017-B Exchange Note Supplement, dated as of October 1, 2017, to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated December 1, 2015, among CAB East LLC, CAB West LLC, US Bank, HTD Leasing LLC and Ford Credit, (included in Exhibit 4.3 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).


 
Exchange Note Purchase Agreement, dated as of October 1, 2017, between Ford Credit and FCAL Two (included in Exhibit 10.2 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).


 
Exchange Note Sale Agreement, dated as of October 1, 2017, between FCAL Two and the Trust (included in Exhibit 10.3 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).


 
Second Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2015, among CAB East LLC, CAB West LLC, Ford Credit and HTD Leasing LLC (included in Exhibit 10.4 to the Registration Statement No. 333-208514, as filed with the Commission on February 17, 2016, which is incorporated herein by reference).

 
2017-B Servicing Supplement, dated as of October 1, 2017, to Second Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2015, among Ford Credit, CAB East LLC, CAB West LLC, and HTD Leasing LLC (included in Exhibit 10.5 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).


 
Administration Agreement, dated as of October 1, 2017, between the Trust and Ford Credit (included in Exhibit 10.7 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).

 
Account Control Agreement, dated as of October 1, 2017, between the Trust and US Bank (included in Exhibit 10.8 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).

 
Titling Company Account Control Agreement, dated as of October 1, 2017, between CAB East LLC, CAB West LLC and US Bank (included in Exhibit 10.9 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).

 
Asset Representations Review Agreement, dated as of October 1, 2017, among Ford Credit, the Trust and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (included in Exhibit 10.10 to the Trust’s Form 8-K filed under Commission File No. 333-208514-05, as filed with the Commission on November 1, 2017, which is incorporated herein by reference).

 
Certification of Ford Credit pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
Report on Assessment of Compliance with Servicing Criteria for Ford Credit.

 
Report on Assessment of Compliance with Servicing Criteria for US Bank.

 
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Ford Credit.

 
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to US Bank.

 
Servicer Compliance Statement of Ford Credit.

(c)    Not applicable.





SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.



No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
 





SIGNATURES

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

Ford Credit Auto Lease Trust 2017-B
(Issuing entity)

By: Ford Motor Credit Company LLC
(Servicer)

By: /s/ Jason C. Behnke                                     
Jason C. Behnke
Vice President and Assistant Treasurer
(senior officer of Servicer in charge of servicing function)



March 26, 2019

 


EX-31.1 2 ex311lease2017-b2018.htm EXHIBIT 31.1 Exhibit


EXHIBIT 31.1

CERTIFICATIONS


I, Jason C. Behnke, certify that:

1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Ford Credit Auto Lease Trust 2017-B (the “Exchange Act periodic reports”);

2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.
I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

5.
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank Trust National Association, as indenture trustee of the issuing entity, and The Bank of New York Mellon, as owner trustee of the issuing entity.

Date: March 26, 2019

/s/ Jason C. Behnke
Jason C. Behnke
Vice President and Assistant Treasurer
Ford Motor Credit Company LLC, as Servicer
(senior officer in charge of servicing function)
 



EX-33.1 3 ex331lease2017-b2018.htm EXHIBIT 33.1 Exhibit


EXHIBIT 33.1

Report on Assessment of Compliance with Applicable Regulation AB Servicing Criteria

1.
Ford Motor Credit Company LLC (“Ford Credit”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2018 (the “Reporting Period”), including all servicing criteria except for inapplicable servicing criteria identified in paragraph 4 below and the portions of servicing criteria covered by a separate assessment and identified in Appendix A to this report. The transactions covered by this report include asset-backed securities transactions involving automotive lease contracts completed on or after January 1, 2006 and registered with the Securities Exchange Commission for which Ford Credit acted as servicer (the “Platform”).

2.
Ford Credit has engaged vendors that are not servicers as defined in Item 1101(j) of Regulation AB to perform specific, limited or scripted activities with respect to the servicing criteria applicable to such vendors' activities as set forth in Appendix A to this report. Ford Credit has elected to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each vendor. Ford Credit has policies and procedures in place to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to each vendor.

3.
Except as set forth in paragraph 4 below, Ford Credit used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria.

4.
The servicing criteria in Item 1122(d)(1)(iii),1122(d)(1)(iv), 1122(d)(2)(vi), 1122(d)(3)(i)(D), 1122(d)(3)(iii), 1122(d)(4)(ix) through 1122(d)(4)(xiii) are inapplicable to Ford Credit based on the activities it performs, directly or through its vendors (including indenture trustees), with respect to the Platform.

5.
Ford Credit has complied, in all material respects, with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole.

6.
Ford Credit has not identified and is not aware of any material instance of noncompliance by the vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole.

7.
Ford Credit has not identified any material deficiency in its policies and procedures to monitor the compliance by the vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole.

8.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on Ford Credit’s assessment of compliance with the applicable servicing criteria for the Reporting Period.



March 22, 2019
 
 
 
Ford Motor Credit Company LLC

 
By:
/s/ Jason C. Behnke
 
 
Jason C. Behnke
 
 
Vice President and Assistant Treasurer






APPENDIX A
Shared Servicing Criteria

Reference
Criteria
Performed Directly by Ford Credit
Performed by Vendor(s) for which Ford Credit is the Responsible Party
Performed by Indenture Trustee
1122(d)(2)(i)

Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements

Paying to indenture trustee
 
Depositing to custodial bank accounts
1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel

Paying to indenture trustee
 
Disbursing to investors
1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements

Providing indenture trustee instructions for opening accounts for the transaction

 
Establishing and maintaining accounts for the transaction
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements
Providing indenture trustee instructions for making investor distributions
 
Remitting to investors
1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements

Preparing investor reports

 
Reconciling remittances to investors
1122(d)(4)(i)

Collateral or security on pool assets is maintained as required by the transaction agreements or related pool assets

Maintaining security on lease vehicles and obtaining lease contracts from dealers

Maintaining possession of lease contracts for lien perfection

Reviewing lease vehicle titles for lien notation

 
1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the transaction agreements

Safeguarding of vehicle titles and documents related to lease contracts

Safeguarding of lease contracts

 
1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents

Posting all payments on pool assets to Ford Credit's obligor records within two business days after receipt

Transferring of obligor payments received at lockbox to Ford Credit

 





1122(d)(4)(vi)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents

Making most extensions, due date changes and related changes to obligor's pool asset

Handling some extensions and due date changes

 
1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu or foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements

Approving and processing all customer requests for re-writes and transfers of lease to obligor's pool asset

Researching customer eligibility for some re-writes and transfers of lease on certain categories of obligor's pool asset

 
1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment)

Performing collection efforts on most delinquent pool assets

Performing some early stage collection efforts on certain categories of delinquent pool assets

 





EX-33.2 4 ex332lease2017-b2018.htm EXHIBIT 33.2 Exhibit


EXHIBIT 33.2
Management’s Assertion

Report on Assessment of Compliance with Applicable Servicing Criteria

U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended December 31, 2018 with the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform1 (the “Platform”)

U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

1.
U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;

2.
Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;

3.
The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform;

4.
U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2018; and

5.
Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2018.     
U.S. BANK NATIONAL ASSOCIATION
/s/ Joseph Giordano
Name: Joseph Giordano
Title: Executive Vice President
        
Date: February 28, 2019

___________________________
1 The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the "Platform") consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.




EXHIBIT A to Management’s Assertion
Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable Servicing Criteria
 
General servicing considerations
 
 
1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
X
 
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
X2
 
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
 
X
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
X
 
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
X3
 
 
Cash collection and administration
 
 
1122(d)(2)(i)
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
X
 
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
X
 
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
X4
 
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

X
 
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter.
X
 
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
X
 
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

X
 
 
Investor remittances and Reporting
 
 
1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.

X
 
______________________________
2 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
3 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
4 No servicing activities were performed by the Company that required the servicing criteria to be complied with.
Corporate Trust ABS Platform (A)
1




Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable Servicing Criteria
1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

X
 
1122(d)(3)(iii)


Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

X
 
1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.


X
 
 
Pool Asset Administration
 
 
1122(d)(4)(i)

Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.

 
X
1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the transaction agreements.

 
X
1122(d)(4)(iii)

Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

X
 
1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

 
X
1122(d)(4)(v)

The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

 
X
1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

 
X
1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

 
X
1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

 
X
1122(d)(4)(ix)

Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

 
X
1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

 
X
1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

 
X
1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

 
X
Corporate Trust ABS Platform (A)
2




Reference
Servicing Criteria
Applicable Servicing Criteria
Inapplicable Servicing Criteria
1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

 
X
1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

 
X
1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

X
 












































Corporate Trust ABS Platform (A)
3

EX-34.1 5 ex341lease2017-b2018.htm EXHIBIT 34.1 Exhibit


EXHIBIT 34.1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of
Ford Motor Credit Company LLC:

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that Ford Motor Credit Company LLC (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the asset-backed securities transactions involving automotive lease contracts completed on or after January 1, 2006 and registered with the Securities Exchange Commission for which the Company acted as servicer (the "Platform"), as of December 31, 2018 and for the year then ended, excluding criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(vi), 1122(d)(3)(i)(D), 1122(d)(3)(iii), and 1122(d)(4)(ix) through 1122(d)(4)(xiii), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. As described in management's assertion, for servicing criteria 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iv), and 1122(d)(4)(vi) through 1122(d)(4)(viii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered "servicers" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act ("Interpretation 200.06"). As permitted by Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's determination of its eligibility to use Interpretation 200.06. Ford Motor Credit Company LLC’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and in accordance with the attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period





covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that Ford Motor Credit Company LLC complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2018 for the asset-backed securities transactions involving automotive lease transactions completed on or after January 1, 2006 and registered with the Securities Exchange Commission for which the Company acted as servicer is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
March 22, 2019




EX-34.2 6 ex342lease2017-b2018.htm EXHIBIT 34.2 Exhibit


EXHIBIT 34.2
eylogo2a04.jpg
Report of Independent Registered Public Accounting Firm
The Board of Directors
U.S. Bank National Association

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and paying agent services, as of and for the year ended December 31, 2018, except for servicing criteria Items 1122(d)(1)(iii), 1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined are not applicable to the activities it performs with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122(d)(1)(ii), 1122(d)(1)(v), and 1122(d)(2)(iii) of Regulation AB, there were no servicing activities performed by the Company during the year ended December 31, 2018 that required these servicing criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2018, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP
    
Minneapolis, Minnesota
February 28, 2019





EX-35.1 7 ex351lease2017-b2018.htm EXHIBIT 35.1 Exhibit


EXHIBIT 35.1

SERVICER COMPLIANCE STATEMENT


I, Ryan M. Hershberger, certify that:

(a)
A review of the Servicer’s activities and of its performance under the applicable servicing agreement during the period from January 1, 2018 to December 31, 2018 has been made under my supervision.

(b)
To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the applicable servicing agreement in all material respects throughout the aforementioned period.


Dated March 22, 2019

/s/ Ryan M. Hershberger
Ryan M. Hershberger
Assistant Treasurer of
Ford Motor Credit Company LLC,
as Servicer of Ford Credit Auto Lease Trust 2017-B




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