SEC Comment Letter 0000000000-25-006231 to Ford Credit Auto Lease Two LLC (CIK 0001519881)
Ford Credit Auto Lease Two LLC (CIK 0001519881)
Date: June 12, 2025 · CIK: 0001519881 · Accession: 0000000000-25-006231
AI Filing Summary & Sentiment
File numbers found in text: 333-287350
Letter
June 12, 2025 Ryan Hershberger Chairman and President Ford Credit Auto Lease Two LLC CAB East LLC CAB West LLC One American Road Dearborn, Michigan 48126 Re:Ford Credit Auto Lease Two LLC CAB East LLC CAB West LLC Registration Statement on Form SF-3 Filed May 16, 2025 File Nos. 333-287350, 333-287350-01 and 333-287350-02 Dear Ryan Hershberger: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form SF-3 General 1.Please confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3.
June 12, 2025 Page 2 Form of Prospectus Risk Factors A decline in the financial condition or business prospects of Ford, Ford Credit or other interdependent market participants..., page 46 2.We note your disclosure in the prospectus of certain events that may adversely affect Ford Credit's ability, as sponsor, to honor its commitment to reallocate leases and leased vehicles due to breaches of representations or warranties, and may also affect Ford Credit's ability, as servicer, to service the leases and leased vehicles or reallocate the leases and leased vehicles due to certain servicer modifications, which could result in losses on the notes. Please revise your form of prospectus as appropriate to include bracketed disclosure, indicating that you will provide information regarding Ford Credit’s financial condition, to the extent that there is a material risk that the effect on its ability to comply with its reallocation or servicing obligations resulting from such financial condition could have a material impact on pool performance or performance of the asset-backed securities. Refer to Items 1104(f) and 1108(b)(4) of Regulation AB. Part II. Information Not Required in Prospectus Item 15. Undertakings, page II-13 3.Please revise to remove the undertaking under Item 512(i) of Regulation S-K as it does not apply to offerings of asset-backed securities on Form SF-3 relying on Securities Act Rule 430D. Refer to Section V.B.1(a)(3)(b) of the Asset-Backed Securities Disclosure and Registration Adopting Release (Release Nos. 33-9638; 34- 72982). We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at 202-551-3262 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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June 12, 2025
Ryan Hershberger
Chairman and President
Ford Credit Auto Lease Two LLC
CAB East LLC
CAB West LLC
One American Road
Dearborn, Michigan 48126
Re:Ford Credit Auto Lease Two LLC
CAB East LLC
CAB West LLC
Registration Statement on Form SF-3
Filed May 16, 2025
File Nos. 333-287350, 333-287350-01 and 333-287350-02
Dear Ryan Hershberger:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly
or indirectly, by the depositor or any affiliate of the depositor has been current and
timely with Exchange Act reporting during the last twelve months with respect to
asset-backed securities involving the same asset class. Please refer to General
Instruction I.A.2. of Form SF-3.
June 12, 2025
Page 2
Form of Prospectus
Risk Factors
A decline in the financial condition or business prospects of Ford, Ford Credit or other
interdependent market participants..., page 46
2.We note your disclosure in the prospectus of certain events that may adversely affect
Ford Credit's ability, as sponsor, to honor its commitment to reallocate leases and
leased vehicles due to breaches of representations or warranties, and may also affect
Ford Credit's ability, as servicer, to service the leases and leased vehicles or reallocate
the leases and leased vehicles due to certain servicer modifications, which could result
in losses on the notes. Please revise your form of prospectus as appropriate to include
bracketed disclosure, indicating that you will provide information regarding Ford
Credit’s financial condition, to the extent that there is a material risk that the effect on
its ability to comply with its reallocation or servicing obligations resulting from such
financial condition could have a material impact on pool performance or performance
of the asset-backed securities. Refer to Items 1104(f) and 1108(b)(4) of Regulation
AB.
Part II. Information Not Required in Prospectus
Item 15. Undertakings, page II-13
3.Please revise to remove the undertaking under Item 512(i) of Regulation S-K as it
does not apply to offerings of asset-backed securities on Form SF-3 relying on
Securities Act Rule 430D. Refer to Section V.B.1(a)(3)(b) of the Asset-Backed
Securities Disclosure and Registration Adopting Release (Release Nos. 33-9638; 34-
72982).
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance