Correspondence 0001104659-24-114847 from FORD CREDIT AUTO RECEIVABLES TWO LLC (CIK 0001129987)
FORD CREDIT AUTO RECEIVABLES TWO LLC (CIK 0001129987)
Date: Nov. 6, 2024 · CIK: 0001129987 · Accession: 0001104659-24-114847
AI Filing Summary & Sentiment
File numbers found in text: 333-281130
Referenced dates: August 27, 2024
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CORRESP
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Brandon M. Warrington
Assistant Secretary
One American Road
Dearborn, MI 48126
(531) 910-8465
November 6, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Rolaine S. Bancroft, Shalini Shah and Kayla Roberts
Telephone No. (202) 551-3313, (202) 551-5942 and (202) 551-3490
Re: Ford Credit Auto Receivables Two LLC
Ford Credit Auto Owner Trusts
Amendment No.1 to Form SF-3 Shelf Registration Statement (the "Registration Statement"); Filed November 6, 2024; File
No. 333-281130
Ladies and Gentlemen:
On behalf of Ford Credit Auto
Receivables Two LLC (the "Registrant"), and in response to the letter dated August 27, 2024, from the staff of the
U.S. Securities and Exchange Commission to Ryan Hershberger, we submit the following responses, together with Amendment No.1 to the Registration
Statement referred to above.
The numbered paragraphs below
set forth your comments in italicized text together with our responses. The headings and numbers correspond to the headings and numbered
paragraphs in your letter. Page references in our responses are references to the page numbers in the clean version of the form
of prospectus included in Amendment No. 1 to the Registration Statement on Form SF-3.
Registration Statement on Form SF-3
General
1. Please
confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of
the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities
involving the same asset class. Please refer to General Instruction I.A.2 of Form SF-3.
Confirmed.
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Form of Prospectus
Forward-Looking Statements, page 4
2. We
note your statement that you undertake no obligation to update or revise any forward-looking statement. This disclaimer does not appear
to be consistent with your disclosure obligations. Please revise to clarify that you will update this information to the extent required
by law.
We have revised our form of prospectus to reflect that the
forward-looking statements will not be updated or revised, "except to the extent required by applicable law." See page 4
of the form of prospectus.
Receivables
Obligation to Repurchase Receivables, page 85
3. We
note your disclosure that the sponsor's and depositor's repurchase obligations will be the "sole remedy of the trust, the indenture
trustee and the noteholders for any losses" resulting from breaches of the applicable representations about the receivables. This
statement appears to be inconsistent with the disclosure beginning on page 87 regarding dispute resolution for repurchase requests.
Please revise here and throughout your prospectus and transaction documents as necessary to reconcile.
We do not believe that the disclosure is inconsistent. The
sole remedy for a breach of the Sponsor's or the Depositor's representations about any receivable is repurchase of the related receivable.
The dispute resolution process is triggered if a noteholder makes a demand for the repurchase of a receivable due to a breach of representations
and the Sponsor or Depositor believes that a breach of representations did not occur. If the dispute resolution process determines that
a breach of representations has occurred (or if the Sponsor or the Depositor agree that a breach of representations has occurred) then
the sole remedy of the breach will be the repurchase of the related receivable by the Sponsor or the Depositor.
Asset Representations Review – Asset Representations Review
Process, page 87
4. We
note your disclosure that the asset representations reviewer will review all of the receivables that are "more than 60 days delinquent."
Please revise your prospectus disclosure and form of transaction documents, as applicable, to state that the review will be performed
on each receivable that is 60 or more days delinquent (rather than more than 60 days delinquent) (emphasis added), as required
by the shelf-eligibility provisions of Form SF-3. Refer to General Instruction I.B.1(b)(D) of Form SF-3.
We have revised our form of prospectus and form of sale and
servicing agreement to reflect that the asset representations review will be performed on each receivable that is 60 or more days delinquent.
See page 84 of the form of prospectus and page AA-19 of the form of sale and servicing agreement.
* * * * *
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If you have any questions
or comments regarding our response letter and the Registration Statement referred to above, please contact our counsel at Katten Muchin
Rosenman LLP, Joseph P. Topolski, at (212) 940-6312.
Sincerely,
/s/ Brandon M. Warrington
Brandon M. Warrington
Assistant Secretary
cc: Ryan
Hershberger, Ford Credit Auto Receivables Two LLC
Joseph P. Topolski, Katten Muchin Rosenman LLP
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