Form 424H Ford Credit Auto Lease Two Llc

Published: 2019-07-18 16:12:26
Submitted: 2019-07-18
a19-12884_1424h.htm 424H


 

Filed Pursuant to Rule 424(h)
Registration Statement Nos. 333-231819 and 333-231819-03

 

This prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and we are not seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JULY 18, 2019

 

 

$1,056,180,000

 

Ford Credit Auto Lease Trust 2019-B

Issuing Entity or Trust

(CIK: 0001781819)

 

 

Ford Credit Auto Lease Two LLC

Depositor

(CIK: 0001519881)

Ford Motor Credit Company LLC

Sponsor and Servicer

(CIK: 0000038009)

 

Before you purchase any notes, be sure you understand the structure and the risks. You should read carefully the risk factors beginning on page 
19
of this prospectus.

 

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

 

The trust will issue:

 

 

 

Principal Amount

 

Interest Rate

 

Final Scheduled
Payment Date

 

Class A-1 notes

 

$

200,000,000

 

·
%

 

August 15, 2020

 

Class A-2a notes
(1)

 }

 

400,000,000

 

·
%

 

February 15, 2022

 

Class A-2b notes
(1)(2)(3)

 

 

one-month LIBOR +
·
%

 

February 15, 2022

 

Class A-3 notes

 

325,000,000

 

·
%

 

October 15, 2022

 

Class A-4 notes

 

75,000,000

 

·
%

 

November 15, 2022

 

Class B notes

 

56,180,000

 

·
%

 

January 15, 2023

 

Class C notes
(4)

 

52,430,000

 

·
%

 

March 15, 2024

 

Total

 

$

1,108,610,000

 

 

 

 

 

 


(1)
          
The allocation of the principal amount between the Class A-2a and Class A-2b notes will be determined on or before the day of pricing.  The trust expects that the principal amount of the Class A-2b notes will not exceed $200,000,000.

(2)
          
The Class A-2b notes will accrue interest at a floating rate based on a benchmark, which will initially be one-month LIBOR.  However, the benchmark may change in certain situations.  For more information on how one-month LIBOR is determined and the circumstances under which the benchmark may change, you should read “Description of the Notes — Payments of Interest  — Floating Rate Benchmark; Benchmark Transition Event.”

(3)
          
If the benchmark plus the spread for the Class A-2b notes is less than zero, the interest rate will be 0.00%.

(4)
          
The Class C notes are not being offered by this prospectus.

 

·
          
The notes will be backed by an exchange note, which will be backed by a reference pool of new car, light truck and utility vehicle leases and leased vehicles purchased by Ford Credit’s titling companies from dealers.

 

·
          
The trust will pay interest on and principal of the notes on the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be August 15, 2019.  The trust will pay each class of notes in full on its final scheduled payment date (or, if not a business day, the next business day) if not paid in full before that date.

 

·
          
The trust will pay principal of the notes sequentially to each class of notes in order of seniority until each class is paid in full.

 

·
          
The credit enhancement for the notes will be a reserve account, subordination, overcollateralization and excess spread.

 

The pricing terms of the offered notes are:

 

 

 

Price to Public

 

Underwriting Discount

 

Proceeds to the
Depositor
(1)

 

Class A-1 notes

 

·
%

 

·
%

 

·
%

 

Class A-2a notes

 

·
%

 

·
%

 

·
%

 

Class A-2b notes

 

·
%

 

·
%

 

·
%

 

Class A-3 notes

 

·
%

 

·
%

 

·
%

 

Class A-4 notes

 

·
%

 

·
%

 

·
%

 

Class B notes

 

·
%

 

·
%

 

·
%

 

Total

 

$
·

 

$
·

 

$
·

 

 


(1)
   Before deducting expenses estimated to be $950,000 and any selling concessions rebated to the depositor by an underwriter due to sales to affiliates
.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

 

 

BNP PARIBAS

J.P. Morgan

SMBC Nikko

 

 

 

 

Credit Agricole Securities

Morgan Stanley

 

 


 

 

The date of this prospectus is July 
·
, 2019

 


 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities
to be Registered

 

Amount to be
Registered

 

Proposed Maximum
Offering Price Per Unit

 

Proposed Maximum
Aggregate Offering Price

 

Amount of
Registration Fee
(1)

 

Asset Backed Securities

 

$1,056,180,000

 

100%

 

$1,056,180,000

 

$128,009.02

 

Exchange Note
(2)

 

(3)

 

(3)

 

(3)

 

(3)

 

 

(1)
                
Calculated according to Rule 457(s) of the Securities Act of 1933.

(2)
                
The exchange note issued by CAB East LLC and CAB West LLC will be backed by the reference pool of leases and leased vehicles owned by CAB East LLC and CAB West LLC.  The exchange note will be sold by Ford Credit to Ford Credit Auto Lease Two LLC and sold by Ford Credit Auto Lease Two LLC to the trust. The exchange note is not being offered to investors under this prospectus or the registration statement.

(3)
                
Not applicable.

 


                                               

4

4

5

5

5

7

8

9

10

11

19

36

36

37

38

38

38

39

47

48

48

49

54

58

58

59

59

60

60

60

61

61

61

62

63

64

66

 

67

68

 

72

73

73

74

75

75

78

79

82

82

85

85

85

86

87

88

88

88

88

89

89

90

90

90

91

96

99

99

99

100

101

101

101

101

102

102

102

103

105

106

106

 


2




3


 

READING THIS PROSPECTUS

 

This prospectus contains information about Ford Credit Auto Lease Trust 2019-B and the terms of the notes to be issued by the trust.  You should only rely on information in or referenced in this prospectus and any information incorporated by reference into the registration statement for this securitization transaction filed with the Securities and Exchange Commission, or “SEC,” that includes this prospectus.  Ford Credit has not authorized anyone to provide you with different information.

 

This prospectus starts with the following brief introductory sections:

 

·
                 
Transaction Diagrams
— separate diagrams show the structure of this securitization transaction, the credit enhancement available for the notes, the order in which exchange note available funds and available funds are paid on each payment date and the role of each transaction party and transaction document in this securitization transaction,

 

·
                 
Summary
— provides an overview of the notes, the cash flows in this securitization transaction and the credit enhancement available for the notes, and

 

·
                 
Risk Factors
— describes the most significant risks of investing in the notes.

 

The other sections of this prospectus contain more details about the notes and the structure of this securitization transaction.  Cross-references refer you to more details about a particular topic or related information elsewhere in this prospectus.  The Table of Contents contains references to key topics.

 

A glossary of certain terms and an index of defined terms are at the end of this prospectus.

 

FORWARD-LOOKING STATEMENTS

 

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions Ford Credit and the depositor consider reasonable.  Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events.  Neither Ford Credit nor the depositor is obligated to update or revise any forward-looking statements, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

 

4


 

NOTICE TO RESIDENTS OF CANADA

 

THE NOTES MAY BE SOLD ONLY TO PURCHASERS IN THE PROVINCES OF ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPALS THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS.  ANY RESALE OF THE NOTES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

 

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY.  THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

 

PURSUANT TO SECTION 3A.3 (OR, IN THE CASE OF SECURITIES ISSUED OR GUARANTEED BY THE GOVERNMENT OF A NON-CANADIAN JURISDICTION, SECTION 3A.4) OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (NI 33-105), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

 

NOTICE TO UNITED KINGDOM RESIDENTS

 

THIS PROSPECTUS IS DIRECTED IN THE UNITED KINGDOM ONLY AT PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “FSMA”), OR (II) ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS OR TRUSTEES UNDER ARTICLE 49(2) OF THE FSMA (TOGETHER, “RELEVANT PERSONS”).  THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS AND ONLY RELEVANT PERSONS MAY INVEST IN THE NOTES.  ANY INVESTMENT ACTIVITY RELATING TO THIS PROSPECTUS OR THE NOTES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

 

NOTICE TO EUROPEAN ECONOMIC AREA RESIDENTS

 

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW).  THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF THE NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”), WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL ONLY BE MADE TO A PERSON OR LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR UNDER THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTOR”).  ACCORDINGLY, ANY PERSON OFFERING OR INTENDING TO OFFER IN A RELEVANT MEMBER STATE THE NOTES DESCRIBED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS.  NONE OF THE TRUST, THE DEPOSITOR NOR ANY UNDERWRITER HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE OFFERING OF THE NOTES OTHER THAN TO ONE OR MORE QUALIFIED INVESTORS.  “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED OR SUPERSEDED), AND INCLUDES ANY IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.

 

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL

 

5


 

INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EC (AS AMENDED, KNOWN AS THE “INSURANCE DISTRIBUTION DIRECTIVE”) WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE.

 

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

 

6


 

TRANSACTION STRUCTURE DIAGRAM

 

This diagram is a simplified overview of the structure of this securitization transaction and the credit enhancement available for the notes.  You should read this prospectus completely for more details about this securitization transaction.

 

 


(1)
                
The titling companies will allocate a reference pool of leases and leased vehicles to the exchange note.  The reference pool will have an initial total securitization value of $1,248,449,044.72 and the exchange note will have an initial note balance of $1,142,896,907.22.

(2)
                
The reserve account will be funded on the closing date at 0.25
%
of the initial total securitization value.

(3)
                
Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.

(4)
                
All available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount is reached.

(5)
                
Excess spread representing the excess of the collections on the reference pool over senior amounts payable from those collections will be available to pay principal on the exchange note or to offset a shortfall in payment on the notes.  Excess spread representing the excess of interest payments on the exchange note over the fees and expenses of the trust, including interest payments on the notes, will be available to pay principal of the notes.

(6)
                
All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. 
For more details about subordination, you should read “
Description of the Notes — Priority of Payments,” “Description of the Notes — Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination
.”

(7)
                
The residual interest will be held initially by the depositor and represents the right to all funds not needed to make required payments on the notes, pay fees and expenses of the trust or make deposits in the reserve account.

 

7


 

TRANSACTION CREDIT ENHANCEMENT DIAGRAM

 

This diagram is a simplified overview of the credit enhancement available for the notes on the closing date and how credit enhancement is used to offset losses on the leases and leased vehicles.  You should read this prospectus completely, including “Credit Enhancement,” for more details about the credit enhancement available for the notes.

 

 


(1)
                
All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration occurred. 
For more details about subordination, you should read “
Description of the Notes — Priority of Payments,” “Description of the Notes — Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination
.”

(2)
                
Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.  On the closing date, overcollateralization will equal 11.20% of the initial total securitization value.  All available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount of 13.70% of the initial total securitization value is reached.

(3)
                
The reserve account will be funded on the closing date at 0.25
%
of the initial total securitization value.

(4)
                
Excess spread representing the excess of the collections on the reference pool over senior amounts payable from those collections will be available to pay principal on the exchange note or to offset a shortfall in payment on the notes.  Excess spread representing the excess of interest payments on the exchange note over the fees and expenses of the trust, including interest payments on the notes, will be available to pay principal of the notes.

 

8


 

TRANSACTION PAYMENTS DIAGRAM

 

This diagram shows how exchange note available funds are paid on each payment date and how available funds are paid on each payment date.  The priority of payments shown in this diagram will apply unless (a) the exchange note is accelerated after a facility default or an exchange note default or (b) the notes are accelerated after an event of default under the Indenture.  You should read this prospectus completely, including “Description of Exchange Note
— Priority of Payments on Exchange Note,”
“Description of the Notes
— Priority of Payments” and “
Description of the Notes
— Post-Acceleration Priority of Payments,” for more details about the priority of payments for the notes.

 

 

9


 

TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

 

This diagram shows the role of each transaction party and each transaction document in this securitization transaction.  You should read this prospectus completely, including “Transaction Parties,” “Reference Pool,” “Description of Exchange Note,” “Description of the Notes” and “Servicing,” for more details about the roles of each transaction party and each transaction document in this securitization transaction.

 

 

10


 

SUMMARY

 

This summary describes the main terms of the issuance of and payments on the notes, the assets of the trust, the cash flows in this securitization transaction and the credit enhancement available for the notes.  It does not contain all of the information that you should consider in making your decision to purchase any notes.  To understand fully the terms of the notes and the transaction structure, you should read this prospectus completely, especially “Risk Factors” starting on page 19.

 


Transaction Overview

 

The depositor will use the proceeds from the sale of the notes to purchase an exchange note from Ford Credit.  The exchange note will be issued by the titling companies and backed by a reference pool of leases and leased vehicles purchased by the titling companies from motor vehicle dealers.  The trust will issue the notes to the depositor in exchange for the exchange note on the closing date.  The depositor will sell the offered notes to the underwriters who will offer them to investors.

 

Transaction Parties

 

Sponsor, Servicer, Lender, Titling Company Servicer, Collateral Agent Administrator and Administrator

 

Ford Motor Credit Company LLC, or “Ford Credit,” is a Delaware limited liability company and a wholly-owned subsidiary of Ford Motor Company, or “Ford.”

 

Depositor

 

Ford Credit Auto Lease Two LLC, or the “depositor,” is a Delaware limited liability company and a special-purpose company wholly owned by Ford Credit.

 

Titling Companies

 

Each of CAB East LLC and CAB West LLC, or a “titling company,” is a Delaware limited liability company and is a special-purpose company wholly owned by Ford Credit.

 

Collateral Agent

 

HTD Leasing LLC, or “HTD,” is a Delaware limited liability company and a wholly-owned subsidiary of U.S. Bank National Association.

 

Issuing Entity or Trust

 

Ford Credit Auto Lease Trust 2019-B, or the “trust,” is a Delaware statutory trust established under a trust agreement between the depositor and the owner trustee.

 

Owner Trustee

 

The Bank of New York Mellon

 

Delaware Trustee

 

BNY Mellon Trust of Delaware

 

Indenture Trustee and Administrative Agent

 

U.S. Bank National Association

 

Asset Representations Reviewer

 

Clayton Fixed Income Services LLC

 

For more information about the transaction parties and their roles in this securitization transaction, you should read “Sponsor and Servicer”
and “Transaction Parties.”

 

Closing Date

 

The
trust
expects to issue the notes on or about
July 30, 2019
, or the “closing date.”

 

Cutoff Date

 

The
leases
and leased vehicles will be allocated to the “reference pool” as of
July 1, 2019
, or the “cutoff date.”  The initial total securitization value of the leases in the reference pool will be the aggregate securitization value of the leases in the reference pool as of the cutoff date.  The titling companies will use collections on the leases and leased vehicles in the reference pool applied on or after the cutoff date to make payments on the exchange note, which will be used by the trust to make payments on the notes.


 

11



Notes

 

The trust will issue the following notes:

 

 

 

Principal
Amount

 

Interest Rate

Class A-1 notes

 

$  
200,000,000

 

·
%

Class A-2a notes
(1)

}

$  
400,000,000

 

·
%

Class A-2b notes
(1)(2)(3)

 

one-month LIBOR +
·
%

Class A-3 notes

 

$  
325,000,000

 

·
%

Class A-4 notes

 

$    
75,000,000

 

·
%

Class B notes

 

$    
56,180,000

 

·
%

Class C notes
(4)

 

$    
52,430,000

 

·
%

 


(1)
                
The allocation of the principal amount between the Class A-2a and Class A-2b notes will be determined on or before the day of pricing.

(2)
                
The Class A-2b notes will accrue interest at a floating rate based on a benchmark, which will initially be one-month LIBOR . However, the benchmark may change in certain situations. For more information on how one-month LIBOR is determined and the circumstances under which the benchmark may change, you should read "Description of the Notes – Payments of Interest – Floating Rate Benchmark; Benchmark Transition Event.”

(3)              
If the benchmark plus the spread for the Class A-2b notes is less than zero, the interest rate will be 0.00%.

(4)
                
The Class C notes are not being offered by this prospectus.

 

The Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 notes are collectively referred to as the “Class A notes.”  The Class A and Class B notes are being offered by this prospectus and are also referred to as the “offered notes” and, together with the Class C notes, the “notes.”

 

The Class A-2b notes are sometimes referred to as the “floating rate notes.” The Class A-2a and Class A-2b notes are a single class with equal rights to interest and principal payments.

 

The depositor may retain some or all of one or more classes of notes and will initially retain the Class C notes and the residual interest in the trust.

 

Form and Minimum Denomination

 

The notes will be issued in book-entry form.  The offered notes will be available in minimum denominations of $1,000 and in multiples of $1,000.

 

Payment Dates; Interest Accrual

 

The trust will pay interest on and principal of the notes on “payment dates,” which will be the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be August 15, 2019.

 

The notes, except the Class A-1 notes and the floating rate notes, will accrue interest on a “30/360” basis from the 15th day of the prior month to the 15th day of the current month (or from the closing date to August 15, 2019, for the first period).

 

 

The Class A-1 notes and the floating rate notes will accrue interest on an “actual/360” basis from the prior payment date (or from the closing date, for the first period) to the following payment date.

 

The final scheduled payment date for each class of notes is listed below.

 

 

 

Final Scheduled
Payment Date

Class A-1 notes

 

August 15, 2020

Class A-2a notes

 

February 15, 2022

Class A-2b notes

 

February 15, 2022

Class A-3 notes

 

October 15, 2022

Class A-4 notes

 

November 15, 2022

Class B notes

 

January 15, 2023

Class C notes

 

March 15, 2024

 

It is expected that each class of notes will be paid in full earlier than its final scheduled payment date.

 

For more details about the payment of interest on and principal of each payment date, you should read “Description of the Notes — Payments of Interest,” “Description of the Notes — Payments of Principal” and “Maturity and Prepayment Considerations —Weighted Average Life.”

 

Calculation Agent

 

The “calculation agent” will be the indenture trustee.  The calculation agent will determine LIBOR, which is used to calculate the interest rate for the floating rate notes.

 

Optional Redemption or “Clean Up Call” Option

 

The servicer will have a “clean up call” option to purchase the exchange note on any payment date if the principal amount of the notes on that payment date will be 5% or less of the initial principal amount of the notes.  The servicer may exercise its clean up call only if the purchase price for the exchange note is sufficient to pay in full the notes and all fees and expenses of the trust.  On the servicer’s exercise of its clean up call, the notes will be redeemed and paid in full.

 

For more information about optional redemption, you should read “Description of the Notes – Optional Redemption or ‘Clean Up Call’ Option.”

 

Trust Assets

 

The
trust
assets will include:

 

·
                 
the exchange note,

 


 

12



·
                 
rights to funds in the exchange note collection account, the reserve account and the collection account,

 

·
                 
rights under the transaction documents for the reallocation of ineligible leases and other leases and leased vehicles from the reference pool, and

 

·
                 
rights under the transaction documents for any servicer advances.

 

Exchange Note

 

The primary asset of the trust will be an exchange note issued by the titling companies to Ford Credit.  The exchange note will be issued under a credit facility provided by Ford Credit to the titling companies to finance their purchase of leases and leased vehicles from dealers.

 

On the closing date, the note balance of the exchange note will be $1,142,896,907.22
.  The exchange note will accrue interest at a rate of
·
% per annum.

 

The titling companies will use exchange note available funds received on a reference pool of leases and leased vehicles to make payments on the exchange note, including:

 

·
                 
payments by or on behalf of the lessees on the leases,

 

·
                 
net proceeds from sales of leased vehicles, and

 

·
                 
proceeds from claims on insurance policies covering the lessees, the leases or the leased vehicles.

 

For more details about the exchange note, you should read “Description of Exchange Note.”

 

Reference Pool

 

The leases in the reference pool are retail closed-end lease contracts for new cars, light trucks and utility vehicles.  A lessee who meets the terms of the lease will not be responsible for the value of the leased vehicle at the end of the lease.

 

Each lease in the reference pool is assigned a securitization value.  The “securitization value” of a lease is the sum of the present values of (1) the remaining scheduled base monthly payments plus (2) the base residual value of the related leased vehicle.  The “base residual value” of a leased

 

vehicle is the lesser of the contract residual value and the ALG base residual value for the leased vehicle.  The “
total securitization value” is the aggregate securitization value of the leases in the reference pool.

 

For more information about the calculation of securitization value, you should read the definition of securitization value in “Glossary of Terms.”

 

Summary characteristics of the reference pool as of the cutoff date:

 

Number of leases

 

49,787

Initial total securitization value

 

1,248,449,044.72

Residual portion of securitization value

 

$    
803,526,656.45

Residual portion of securitization value

 

64.36%

Base monthly payments plus base residual value

 

1,424,658,379.09

Base residual value

 

$    
938,862,789.57

Weighted average original term

 

35.8 months

Weighted average remaining term

 

23.9 months

Weighted average FICO
®
 score

 

754

Weighted average LTV

 

90.89%

Weighted average PTI

 

7.26%

Commercial use leases

 

4.90%

 

For more details about the information in this table, including how it is calculated and defined, and for more information about the characteristics of the reference pool, you should read “Composition of the Reference Pool” attached as Annex A.

 

Servicer

 

Ford Credit will be the “servicer” of the leases and leased vehicles in the reference pool and this securitization transaction.
  The servicer is responsible for collecting payments on the reference pool, administering payoffs, defaults and delinquencies, and repossessing and liquidating leased vehicles.  The servicer will prepare monthly reports on the leases and leased vehicles, payments on the notes and the status of credit enhancement.  Ford Credit will also act as custodian and maintain custody of the lease files.

 

The trust will pay the servicer on each payment date (1) a servicing fee for each month equal to 1/12 of 1.00% of the total securitization value at the beginning of the prior month and (2) an administration fee equal to 1/12 of 0.01% of the principal amount of the notes at the end of the prior month.

 

For more information about the servicer, you should read “Sponsor and Servicer.”


 

13



Priority of Payments on Exchange Note

 

On each payment date, the indenture trustee will use exchange note available funds for the prior month to make payments in the order of priority listed below.  Exchange note available funds will consist primarily of collections on the reference pool.  This priority will apply unless the exchange note is accelerated after a facility default or an exchange note default:

 

(1)
           
Servicing
Fee
and Advance Reimbursement
— to the servicer, the servicing fee and reimbursement of any outstanding servicer advances,

 

(2)
           
Interest
— to the trust, interest due on the exchange note,

 

(3)
           
Shortfall Payments
— to the trust, the amounts necessary to cover a shortfall in payments under items (1) through (7) under “— Priority of Payments on the Notes” below,

 

(4)
           
Reserve Account
– to the reserve account, the amount required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

 

(5)
           
Principal —
to the trust, (a) principal on the exchange note equal to the excess of the principal amount of the notes over (b) the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by any payments of principal made in item (3) above,

 

(6)
           
Shared Amounts
— to be applied as shared amounts for exchange notes other than the exchange note owned by the trust if there has been a failure to pay principal or interest owed on the other exchange notes, and

 

(7)
           
Remaining Amounts
— to the trust, all remaining amounts to be applied as excess exchange note amounts.

 

For more details about what amounts are included in exchange note available funds, you should read “Description of Exchange Note — Funds Available for Payments on Exchange Note
.” 
For more details about the priority of payments on the exchange note and the allocation of funds on each payment date, you should read “Description of Exchange Note — Priority of Payments on Exchange Note”

 

and “Description of Exchange Note — Shared Amounts
.”

 

Priority of Payments on the Notes

 

On each payment date, the indenture trustee will use the amounts received on the exchange note on that payment date, or “available funds,” to make payments on the notes in the order of priority listed below.  This priority will apply unless the notes are accelerated after an event of default under the indenture:

 

(1)
           
Transaction Fees and Expenses
— to the indenture trustee, the owner trustee, the Delaware trustee and the asset representations reviewer, the fees, expenses and indemnities due, and to or at the direction of the trust, any expenses of the trust, up to a maximum amount of $250,000 per year,

 

(2)
           
Administration Fee
— to the servicer, all unpaid administration fees,

 

(3)
           
Class A Note Interest
— to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes,

 

(4)
           
First Priority Principal Payment
— to the Class A noteholders, sequentially by class, the amount equal to the excess, if any, of (a) the principal amount of the Class A notes, over (b) the total securitization value at the beginning of the month that includes the payment date,

 

(5)
           
Class B Note Interest
— to the Class B noteholders, interest due on the Class B notes,

 

(6)
           
Second Priority Principal Payment
— to the Class A and Class B noteholders, sequentially by class, the amount equal to the excess, if any, of (a) the principal amount of the Class A and Class B notes, over (b) the total securitization value at the beginning of the month that includes the payment date, which amount will be reduced by any first priority principal payment on that payment date,

 

(7)
           
Class C Note Interest
— to the Class C noteholders, interest due on the Class C notes,

 

(8)
           
Reserve Account
— to the reserve account, the amount, if any, required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,


 

14



(9)
           
Regular Principal Payment
— to the noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the notes over (b) the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by any first and second priority principal payments on that payment date,

 

(10)
    
Additional Fees and Expenses
— to the indenture trustee, the owner trustee, the Delaware trustee, the asset representations reviewer and the trust, all fees, expenses and indemnities due to the extent not paid in item (1) above, and

 

(11)
    
Residual Interest
— to the holder of the residual interest in the trust, all remaining available funds.

 

The trust will not pay principal of any class of notes until the principal amount of more senior classes of notes are paid in full.

 

For more details about the priority of payments on each payment date, you should read “Description of the Notes — Priority of Payments.”
  For more details about targeted overcollateralization amount and how it is used to determine the principal payable on the notes, you should read “Credit Enhancement — Overcollateralization.”

 

Events of Default

 

Each of the following will be an “event of default” under the indenture:

 

·
             
the trust fails to pay interest due on the notes of the controlling class within five days after a payment date,

 

·
             
the trust fails to pay the principal amount of any class of notes in full by its final scheduled payment date,

 

·
             
the trust fails to observe or perform a material covenant or agreement or breaches a representation in any material respect that is not corrected within a 60-day cure period, and

 

·
             
a bankruptcy or dissolution of the trust.

 

If an event of default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or a majority of the controlling class may accelerate the notes and declare them

 

immediately due and payable.  If an event of default occurs because of bankruptcy or dissolution of the trust, the notes will be accelerated automatically.

 

For more details about events of default, acceleration of the notes and other remedies available to noteholders after an event of default, you should read “
Description of the Notes — Events of Default and Acceleration.
”  For more details about the priority of payments on each payment date after an event of default and acceleration of the notes, you should read “
Description of the Notes — Post-Acceleration Priority of Payments.

 

Controlling Class

 

Holders of the most senior class of notes outstanding, or the
“controlling class,”
will control
the ability to make some decisions about the trust, including
whether
to declare or waive events of default and servicer termination events, or accelerate the notes, cause a sale of the exchange note or direct the indenture trustee to exercise other remedies after an event of default.  Notes of the controlling class held by the trust, the depositor, the servicer or their affiliates are not considered outstanding for these purposes while other notes are also outstanding.  Holders of notes that are not part of the controlling class will not have these rights.

 

Credit Enhancement

 

Credit enhancement provides protection for the notes against losses on the leases and leased vehicles in the reference pool and potential shortfalls in the funds available to the trust to make required payments.  If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date will bear a greater risk of loss than notes having an earlier final scheduled payment date.

 

The following credit enhancement will be available to the trust.

 

Reserve Account

 

On the closing date, the depositor will deposit
$3,121,122.61 in
the reserve account, which is 0.25% of the initial total securitization value.

 

If the exchange note available funds (excluding reserve account amounts) are insufficient to cover amounts payable under items (1) through (3) under Priority of Payments on Exchange Note” above, the indenture trustee will use amounts in the


 

15



reserve account to cover the shortfall.  The indenture trustee also will use the amounts in the reserve account if needed to pay any class of notes in full on its final scheduled payment date or to pay the notes after an event of default and acceleration of the notes.

 

If amounts in the reserve account are used, they will be replenished from exchange note available funds and available funds on later payment dates after the trust makes all higher priority payments.

 

For more details about the reserve account, you should read “Credit Enhancement — Reserve Account.”  For more details about exchange note available funds and available funds, you should read “Description of Exchange Note — Funds Available for Payments on Exchange Note.

 

Subordination

 

The trust will pay interest to all classes of the Class A notes and then will pay interest sequentially to the remaining classes of notes in order of seniority.  The trust will not pay interest on a subordinate class of notes until all interest due on more senior classes of notes is paid in full.

 

The trust will pay principal sequentially to each class of notes in order of seniority (starting with the Class A-1 notes).  The trust will not pay the principal of any class of notes until the principal amount of more senior classes of notes are paid in full.

 

In addition, if a priority principal payment is required on a payment date, the trust will pay the priority principal payment of the most senior class of notes outstanding before the payment of interest on the affected subordinated notes on that payment date.

 

For more details about the priority of payments, including changes to the priority after an event of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments,” “Description of the Notes — Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination.”

 

Overcollateralization

 

Overcollateralization is the amount by which
total securitization value
exceeds the principal amount of the notes.  It is composed of (i) the excess of the total securitization value over the balance of the exchange note and (ii) the excess of the balance of the exchange note over the principal amount of the

 

notes.  Overcollateralization means there will be additional leases and leased vehicles generating collections that will be available to offset losses on the reference pool.  The initial amount of overcollateralization for the notes will be $
139,839,044.72
, or 11.20% of the initial
total securitization value
.

 

This securitization transaction is structured to use all available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payments and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, to pay
principal of the notes until the targeted overcollateralization amount is reached.  After reaching the targeted overcollateralization amount, the regular principal payment will be used to maintain the overcollateralization at the targeted level.  The targeted overcollateralization amount for the notes will be $171,037,519.13, or 13.70% of the initial total securitization value.

 

For more details about the targeted overcollateralization amount, you should read “Credit Enhancement — Overcollateralization.”

 

Excess Spread

 

For a payment date, there are two types of excess spread.  First, there is excess spread representing the excess of collections on the reference pool over the sum of the servicing fee, the interest payments on the exchange note and the reduction in the total securitization value.  This excess spread will be available to pay principal on the exchange note or to cover a shortfall in payments on the notes.  Second, there is excess spread representing the excess of the interest payments on the exchange note received by the trust over senior fees and expenses of the trust and interest payments on the notes.  This excess spread will be available to pay principal of the notes.  In general, excess spread provides a source of funds to offset losses on the reference pool.

 

For more details about the use of excess spread as credit enhancement, you should read “Credit Enhancement — Excess Spread.”

 


 

16



Reallocation of Leases and Leased Vehicles from the Reference Pool

 

Reallocation of Leases and Leased Vehicles for Breach of Representations

 

Ford Credit will make representations about the origination, characteristics, terms and status of each lease and leased vehicle.  If a representation is later determined to be untrue, then the lease and leased vehicle were not eligible to be included in the reference pool.  If a breach of a representation has a material adverse effect on a lease or leased vehicle, Ford Credit must
reallocate the lease and leased vehicle from the reference pool and make a corresponding payment to the collection account
unless it corrects the breach before the date it is required to reallocate the lease and leased vehicle.

 

For more details about the representations made about the leases and leased vehicles and
Ford Credit’s reallocation obligation if these representations are breached, you should read “Reference Pool — Representations About Reference Pool” and “Reference Pool — Obligation to Reallocate Ineligible Leases and Leased Vehicles.”  For information
about when the
asset representations reviewer may review certain leases for compliance with the representations, you should read “Reference Pool
— Asset Representations Review.”

 

Reallocation of Leases and Leased Vehicles for Servicer Actions

 

If Ford Credit as servicer materially impairs a lease, it must reallocate the lease and leased vehicle unless it corrects the impairment.  In addition, Ford Credit as servicer must reallocate a lease and leased vehicle from the reference pool if it makes specific kinds of modifications to the lease and leased vehicle, including if it:

 

·
             
changes the amount of the base monthly payment, or

 

·
             
grants payment or term extensions that extend the lease’s term beyond the final scheduled payment date of the Class C notes.

 

Ford Credit must
make a corresponding payment to the collection account f
or any reallocated leases and leased vehicles.

 

For more details about the servicer’s obligation to reallocate leases and leased vehicles if the servicer takes certain actions, you should read “Servicing —

 

Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles.”

 

Ratings

 

The depositor expects that the offered notes will receive credit ratings from two nationally recognized statistical rating organizations, or “rating agencies.”

 

The ratings of the notes will reflect the likelihood of the timely payment of interest on, and the ultimate payment of principal of, the notes according to their terms.  Each rating agency rating the notes will monitor its ratings under its normal surveillance process.  Ford Credit has agreed to provide ongoing information about the notes and the reference pool to each rating agency.  A rating agency may change or withdraw an assigned rating at any time.  A rating action taken by one rating agency may not necessarily be taken by another rating agency.  No transaction party will be responsible for monitoring any changes to the ratings on the notes.

 

Tax Status

 

If you purchase a note, you agree by your purchase that you will treat your note as
debt for U.S. federal, state and local income and franchise tax purposes
.

 

Katten Muchin Rosenman LLP will deliver its opinion that, for U.S. federal income tax purposes:

 

·
                 
the offered notes will be treated as debt to the extent they are treated as beneficially owned by a person other than the sponsor or its affiliates for such purposes, and

 

·
                 
the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

 

For more information about the application of tax laws, you should read “Tax Considerations.”


 

17



ERISA Considerations

 

The offered notes generally will be eligible for purchase by employee benefit plans.

 

For more information about the treatment of the notes under ERISA, you should read “ERISA Considerations.”

 

Credit Risk Retention

 

The risk retention regulations in Regulation RR of the Securities Exchange Act of 1934 require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the leases and leased vehicles.  The sponsor will satisfy this credit risk retention requirement by the depositor retaining an “eligible horizontal residual interest” having a fair value equal to at least 5% of the sum of the fair value, as of the closing date, of the notes to be issued by the trust and the residual interest in the trust.

 

For more information about the manner in which the risk retention requirements will be satisfied, you should read “Credit Risk Retention.”

 

Investment
Considerations

 

The trust is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940 and, in making this determination, is relying on the exemption in Rule 3a-7 of the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the trust.  The trust is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

 

The Class A-1 notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940.  A money market fund should consult its legal advisors regarding the eligibility of the Class A-1 notes under Rule 2a-7 and whether an investment in the Class A-1 notes satisfies the fund’s investment policies and objectives.

 

For more information about Rule 2a-7 under the Investment Company Act of 1940, you should read “Investment Considerations.

 

Contact
Information
for the Depositor

 

Ford Credit Auto Lease Two LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone number: (313) 594-3495

Email address:  FSPEMgt@ford.com

 

Contact
Information
for the Servicer

 

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802

One American Road

Dearborn, Michigan 48126

Attention: Securitization Operations Manager

Telephone number: (313) 206-7860

Email address:  FDSecops@ford.com

Website: www.fordcredit.com

 

CUSIP Numbers

 

 

 

CUSIP

Class A-1 notes

 

·

Class A-2a notes

 

·

Class A-2b notes

 

·

Class A-3 notes

 

·

Class A-4 notes

 

·

Class B notes

 

·


 

18


 

RISK FACTORS

 

You should consider the following risk factors in deciding whether to purchase any notes
.

 

The assets of the trust are limited and are the only source of payment for your notes

 

The trust will not have assets or sources of funds other than amounts received on the exchange note and related property it owns. Credit enhancement is limited. Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or anyone else. If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.

 

 

 

Payments on the notes depend on collections on the leases, the number of leases that default and proceeds from the sale of the leased vehicles

 

The trust will pay the notes only with amounts received on the exchange note. The amounts received on the exchange note will primarily depend on the collections on the leases in the reference pool, the number of leases that default and the proceeds from the sale of the leased vehicles on scheduled termination, early termination or default. If there are decreased collections, increased defaults or the net sale proceeds from the leased vehicles are less than the base residual values of the leased vehicles, you may have delayed payments or losses on your notes.

 

 

 

 

 

The market value of a leased vehicle may not be greater than or equal to its base residual value at the end of the lease. If the market value of a leased vehicle is less than the price at which the lessee may purchase the vehicle under the lease, the lessee will be more likely to return it. If the net sale proceeds from returned leased vehicles are less than their base residual values, you may have delayed payments or losses on your notes.

 

 

 

The timing of principal payments on your notes is uncertain

 

Faster than expected rates of prepayments on the reference pool will cause the trust to pay principal of your notes earlier than expected and will shorten the maturity of your notes. Prepayments on the reference pool will occur if:

 

 

 

 

 

·
                 
the related leased vehicles are purchased under the leases prior to the scheduled termination dates,

 

 

 

 

 

·
                 
lessees participate in early termination programs sponsored by Ford,

 

 

 

 

 

·
                 
lessees terminate leases early and the returned vehicles are sold more quickly than expected,

 

 

 

 

 

·
                 
lessees default on their leases and proceeds are received from the sale of the leased vehicles,

 

 

 

 

 

·
                 
the servicer receives proceeds from physical damage, credit life or other insurance policies covering the leased vehicles or lessees,

 

 

 

 

 

·
                 
the depositor or Ford Credit reallocates ineligible leases and leased vehicles from the reference pool due to a breach of representations, or

 

19


 

 

 

·
                 
the servicer reallocates modified or impaired leases and leased vehicles from the reference pool.

 

 

 

 

 

A variety of economic, social and other factors will influence the rate of prepayments on the reference pool. No prediction can be made about the actual prepayment rates that will occur for the reference pool.

 

 

 

 

 

In addition, the timing of principal payments may be affected by the level of interest rates. If interest rates fall below the rates at the time of issuance of the floating rate notes, there will be additional excess spread available to pay principal of the notes on each payment date. If interest rates rise above the rates at the time of issuance of the floating rate notes, there will be less excess spread available to pay principal of the notes on each payment date.

 

 

 

 

 

If principal of your notes is paid earlier than expected due to faster rates of prepayments on the reference pool, and interest rates at that time are lower than interest rates at the time principal would have been paid had those prepayments occurred as expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes. Alternatively, if principal of your notes is paid later than expected due to slower rates of prepayments on the reference pool, and interest rates at that time are higher than interest rates at the time principal would have been paid had those prepayments occurred as expected, you may lose reinvestment opportunities and, if your notes were purchased at a discount, your yield may be reduced. You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier or later than expected.

 

 

 

 

 

In addition, your notes will be paid in full before maturity if the servicer exercises its clean up call when the principal amount of the notes is 5% or less of the initial principal amount of the notes.

 

 

 

 

 

For more information about the timing of payment on the reference pool, you should read “Maturity and Prepayment Considerations.”

 

 

 

The Class B and Class C notes will be subject to greater risk because of subordination

 

The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes on any payment date until all interest on the Class A notes is paid in full on that payment date, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full. The Class C notes will bear even greater risk because of similar subordination to more senior classes of notes. Failure to pay interest on subordinated notes that are not part of the controlling class will not be an event of default.

 

 

 

Overcollateralization may not increase as expected

 

Overcollateralization is expected to increase to the targeted overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the total securitization value of the reference pool over time. It is not certain that the targeted overcollateralization amount will be reached or maintained, or that the reference pool will generate sufficient collections to pay your notes in full.

 

20


 

 

 

For more information about overcollateralization as a form of credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization.”

 

 

 

An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes

 

An event of default may result in an acceleration of payments on your notes. If principal of your notes is paid earlier than expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes. If the notes are accelerated after an event of default, the trust will not pay interest on or principal of any notes that are not part of the controlling class until all interest on and principal of the notes of the controlling class are paid in full. If collections on the reference pool and the proceeds of any sale of the leases and leased vehicles or the exchange note are insufficient to pay the amounts owed on your notes, you will have losses on your notes.

 

 

 

 

 

For more details about events of default and acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration.” For more details about the change in the priority of payments after events of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments” and “Description of the Notes — Post-Acceleration Priority of Payments.”

 

 

 

Bankruptcy of Ford Credit may result in delayed payments or losses on your notes

 

If Ford Credit becomes subject to a bankruptcy proceeding, you may have delayed payments or losses on your notes. A bankruptcy court could conclude that Ford Credit effectively still owns the exchange note because the transfer of the exchange note by Ford Credit to the depositor was viewed as a financing and not a “true sale” or that the assets and liabilities of the titling companies, the holding companies that own membership interests in the titling companies and the depositor, should be consolidated with those of Ford Credit for bankruptcy purposes. If a court were to reach either of these conclusions, you may have delayed payments or losses on your notes due to:

 

 

 

 

 

·
                 
the “automatic stay” of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court and other U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances,

 

 

 

 

 

·
                 
tax or government liens on Ford Credit’s property that were existing before the transfer of the exchange note to the trust having a claim on collections that are senior to your notes, or

 

 

 

 

 

·
                 
the trust not having a perfected security interest in the exchange note or any cash collections held by Ford Credit at the time the bankruptcy proceeding starts.

 

21


 

 

 

If a court were to decide that the transfer was not a “true sale” or that the depositor should be consolidated with Ford Credit for bankruptcy purposes, the trust would benefit from a security interest in the exchange note but the exchange note would be owned by Ford Credit and payments may be delayed, collateral substituted or other remedies may be imposed by the bankruptcy court that may cause delayed payments or losses on your notes.

 

 

 

 

 

Any bankruptcy proceeding involving Ford Credit may also adversely affect the rights and remedies of the trust and payments on your notes in other ways, whether or not the transfer of the exchange note is considered a “true sale” or the depositor is consolidated with Ford Credit for bankruptcy purposes. For example:

 

 

 

 

 

·
                 
as noted above, the “automatic stay” may prevent the exercise by the trust and others of their rights and remedies against Ford Credit and others, including the right to replace Ford Credit as servicer or the right to require it to reallocate leases and leased vehicles based on a breach of a representation, and/or

 

 

 

 

 

·
                 
Ford Credit may be permitted to reject some agreements to which it is a party, including the sale and servicing agreement, and not be required to perform its obligations under those agreements.

 

 

 

 

 

For more information about the effects of a bankruptcy of Ford Credit on your notes, you should read “Important Legal Considerations — Bankruptcy Considerations.”

 

 

 

Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn

 

The performance of the leases and leased vehicles in the reference pool depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual lessees, the terms of the leases, Ford Credit’s underwriting standards at origination, the accuracy of Ford Credit’s residual value forecasts, the success of Ford Credit’s servicing, collection and vehicle remarketing strategies and used vehicle prices.

 

 

 

 

 

For more information about factors which could affect the performance of the leases and the value of the leased vehicles, you should read “— Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes,” “— Vehicle recalls may adversely affect the performance of the leases and your notes” and “— High vehicle model or vehicle type concentrations may adversely affect the performance of the leases and your notes” below.

 

 

 

 

 

For more information about residual performance, delinquencies, repossessions and credit losses for Ford Credit’s portfolio of U.S. leases, you should read “Sponsor and Servicer — Portfolio Residual Performance, Delinquency, Repossession and Credit Loss Information.”

 

22


 

Declines in the resale value of the leased vehicles may adversely affect the performance of the leases and your notes

 

The used vehicle market is affected by supply and demand for vehicles, which is influenced by many factors, including:

 

·
                 
consumer tastes and preferences, which are influenced by many factors, including changes in technology and changes in fuel prices,

 

 

 

 

 

·
                 
the availability of financing to consumers and dealers for their purchase of used vehicles,

 

 

 

 

 

·
                 
vehicle manufacturer decisions, including those on pricing and incentives offered for the purchase of new vehicles, on the introduction and pricing of new models or on whether to sell a brand or to discontinue a model or brand,

 

 

 

 

 

·
                 
government actions, including actions that encourage consumers to purchase some types of vehicles,

 

 

 

 

 

·
                 
severe weather conditions that create delays in vehicle transportation or selling vehicles at auction,

 

 

 

 

 

·
                 
high volumes of lease terminations concentrated in specific locations, concentrated during specific periods of time or caused by fleet or vehicle rental companies that, in each case, cause an excessive volume of used vehicles to enter the market, and

 

 

 

 

 

·
                 
other factors including significant vehicle recalls and labor strikes.

 

 

 

 

 

None of these factors can be predicted with certainty. Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events. Changes in various factors could have disproportionate effects on the supply or demand for some vehicle types or models. For example, increases in fuel prices could disproportionately reduce the resale value of larger, less fuel efficient vehicles, like full-sized trucks and SUVs and a decrease in fuel prices could disproportionately reduce the resale value of more fuel efficient vehicles such as hybrid electric, plug-in hybrid electric and battery electric vehicles. Similarly, introduction of a new model by Ford may impact the resale value of similar, but older, models. Consequently, the performance of the reference pool cannot be predicted with accuracy and may result in losses on your notes.

 

 

 

 

 

These impacts may be more pronounced if they relate to vehicle models or vehicle types that represent a high percentage of the leased vehicles in the reference pool.

 

 

 

 

 

For more information about the distribution by vehicle model and vehicle type of the leases, you should read “— High vehicle model or vehicle type concentrations may adversely affect the performance of the leases and your notes” below, and “Composition of the Reference Pool — Distribution of the Leases by Vehicle Model” and “Composition of the Reference Pool — Distribution by Vehicle Type of Leases” attached in Annex A.

 

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Vehicle recalls may adversely affect the performance of the leases and your notes

 

Vehicle recalls that apply to the leased vehicles in the reference pool, including recalls resulting from government or regulatory investigations or other actions, may adversely affect the residual value, delinquencies, repossessions and credit losses on the related leases and leased vehicles.  A recall of a vehicle model or vehicle type may increase the likelihood that lessees return those leased vehicles at the end of the lease, reduce the residual value of those leased vehicles and the price at which those leased vehicles are sold at auction at the end of the lease term or following repossession, or delay the timing of disposition of those leased vehicles.  A decrease in the residual value and the proceeds from the sale of leased vehicles at the end of the lease term or following repossession may result in accelerated, delayed or reduced payments on your notes.

 

 

 

 

 

For more information about residual performance, delinquencies, repossessions and credit losses for Ford Credit’s portfolio of U.S. leases, you should read “Sponsor and Servicer — Portfolio Residual Performance, Delinquency, Repossession and Credit Loss Information.”

 

 

 

 

 

These impacts may be more pronounced if a vehicle recall applies to vehicle models or vehicle types that represent a high percentage of the leased vehicles in the reference pool.

 

 

 

 

 

For more information about the distribution by vehicle model and vehicle type of the leases, you should read “— High vehicle model or vehicle type concentrations may adversely affect the performance of the leases and your notes” below, and “Composition of the Reference Pool — Distribution of the Leases by Vehicle Model” and “Composition of the Reference Pool — Distribution by Vehicle Type of Leases” attached in Annex A.

 

 

 

High vehicle model or vehicle type concentrations may adversely affect the performance of the leases and your notes

 

If a specific vehicle model or vehicle type of the leased vehicles represents a significant percentage of the total securitization value, any adverse change in the value of that specific vehicle model or vehicle type of the leased vehicles may adversely impact the performance of the related leases or reduce the residual value of those leased vehicles and could result in delayed payments or losses on your notes.

 

 

 

 

 

As of the cutoff date, the vehicle models and vehicle types of the leased vehicles in the reference pool are concentrated by initial total securitization value as follows:

 

 

 

Model

Vehicle Type

Percentage of Total
Securitization Value

 

 

 

 

 

 

 

 

 

 

 

F-150

Truck

27.27%

 

 

 

 

Explorer

CUV

16.80%

 

 

 

 

Escape

CUV

14.46%

 

 

 

 

Edge

CUV

  8.23%

 

 

 

 

Fusion

Car

  6.27%

 

 

 

 

 

 

No other vehicle model represents more than 5% of the initial total securitization value as of the cutoff date.

 

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For more information about the distribution by vehicle model and vehicle type of the leases, you should read “Composition of the Reference Pool — Distribution of the Leases by Vehicle Model” and “Composition of the Reference Pool — Distribution by Vehicle Type of Leases” attached in Annex A.

 

 

 

Residual value losses may result in losses on your notes

 

Because the leases in the reference pool are closed-end leases, you will bear the risk that the leased vehicles are worth less than their base residual values at the end of the leases. The aggregate base residual value of the leased vehicles equals 65.90% of the sum of the base monthly payments plus the base residual value. This is the amount that will be available to pay your notes assuming each base monthly payment is made as scheduled and each leased vehicle is returned and sold for an amount equal to its base residual value. The base residual value used in this securitization transaction is the lower of the contract residual value stated in the lease and the ALG base residual value. The base residual value of 92.85% of the leased vehicles by securitization value equals the ALG base residual value of the leased vehicles.

 

 

 

 

 

In order to establish residual values, Ford Credit and ALG each make predictions about a number of factors that may affect the supply and demand for used vehicles, including changes in consumer tastes and economic factors, vehicle manufacturer decisions and government actions, as described in “— Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn” above. In making forecasts of the value of used vehicles in the future, Ford Credit and ALG each also make predictions about a number of factors that affect used vehicle pricing, including housing prices, commodity prices, wage growth, consumer sentiment, interest rates, gas and oil prices and new vehicle sales. None of these factors can be predicted with certainty. Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.

 

 

 

 

 

In addition, nearly every lease in the reference pool was originated under Ford-sponsored marketing programs. Under these programs, the contract residual values of the leased vehicles were set higher than the contract residual values Ford Credit would otherwise have set. As a result, the price at which a lessee may purchase one of these leased vehicles was also set higher than it would otherwise have been set, making it more likely that the purchase price will exceed the market value of the leased vehicle at the time of lease termination and less likely that a lessee will purchase one of these leased vehicles. Consequently, a large portion of the leased vehicles will likely be returned at lease termination and the net sales proceeds on these returned leased vehicles may be less than their base residual values. Finally, you may not receive the full benefit if the market value is greater than the base residual value because the lessee has the right to purchase the leased vehicle. The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease, which equals the contract residual value plus a fee of up to $500 and other amounts owed under the lease.

 

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Because residual values cannot be predicted with certainty and you will bear the risk if the leased vehicles are worth less than their base residual values and may not receive the full benefit if they are worth more than their base residual values, you may have delayed payments or losses on your notes.

 

 

 

The trust will issue floating rate notes, but will not enter into interest rate hedges, which may result in losses on your notes if interest rates rise

 

The leases in the reference pool require level monthly payments and the exchange note will accrue interest at a fixed rate, while the floating rate notes will accrue interest at a floating rate based on a benchmark, which will initially be one-month LIBOR, plus a spread. Even though the trust will issue floating rate notes, it will not enter into interest rate hedges or other derivatives contracts to mitigate this interest rate risk.

 

 

 

 

 

The trust will pay interest on the floating rate notes from available funds and not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in the benchmark would reduce the amounts available for payments to all the notes, not just to the floating rate notes.

 

 

 

 

 

If the benchmark increases to the point at which the amount of interest and principal due on the notes, together with fees and expenses of the trust, exceeds the available funds, the trust may not have sufficient funds to pay interest and principal due on the notes. If the trust does not have sufficient funds to make these payments, you may have delayed payments or losses on your notes.

 

 

 

Uncertainty about the future of LIBOR and the potential discontinuance of LIBOR and change to a benchmark replacement for the floating rate notes could adversely affect the market value of the floating rate notes or the holders of the floating rate notes and/or limit your ability to resell the floating rate notes

 

The chief executive of the United Kingdom Financial Conduct Authority, or the “FCA,” which regulates LIBOR, announced in July 2017 that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unknown whether any banks will continue to voluntarily submit rates for the calculation of LIBOR after 2021 or whether LIBOR will continue to be published by its administrator based on these submissions or on any other basis. It is not possible to predict the effect of these changes, other reforms, the establishment of alternative benchmark rates or a change to a benchmark replacement for the floating rate notes in the United States, United Kingdom or elsewhere. The resulting uncertainty could adversely affect the market value of the floating rate notes and/or limit your ability to resell them.

 

26


 

 

 

The trust will issue floating rate notes that will accrue interest based on a benchmark. The benchmark will initially be one-month LIBOR, although it may be changed following the occurrence of a benchmark transition event. Due to the uncertainty regarding the future of LIBOR, we cannot provide any assurances that that rate will be representative of market interest rates or consistent with previously published one-month LIBOR during the life of the floating rate notes. If a published one-month LIBOR is unavailable at any time prior to the occurrence of a benchmark transition event and its related benchmark replacement date, one-month LIBOR will be determined using the alternative methods stated in “Description of the Notes — Payments of Interest — Floating Rate Benchmark; Benchmark Transition Event.” These alternative methods may result in lower interest payments or interest payments that do not otherwise correlate over time with payments that would have been made if one-month LIBOR were available in its current form. The alternative methods may also be subject to factors that make one-month LIBOR impossible or impracticable to determine. If a published one-month LIBOR is unavailable at any time prior to the occurrence of a benchmark transition event and its related benchmark replacement date and banks are unwilling to provide quotations, the rate of interest on each floating rate note for an interest period will be the same as the immediately preceding interest period, and could remain the rate of interest for the life of the floating rate notes.

 

 

 

 

 

In addition, as described under “Description of the Notes — Payments of Interest — Floating Rate Benchmark; Benchmark Transition Event,” one-month LIBOR will be replaced as the benchmark for the floating rate notes following the occurrence of a benchmark transition event and its related benchmark replacement date. The benchmark transition events generally include the making of public statements or publication of information by the administrator of the benchmark, its regulatory supervisor or certain other governmental authorities that the benchmark will no longer be provided or is no longer representative of underlying market or economic reality. However, we cannot provide any assurances that these events will be sufficient to trigger a change in the benchmark at all times when the then-current benchmark is no longer representative of market interest rates, or that these events will align with similar events in the market generally or in other parts of the financial markets, such as the derivatives market.

 

27


 

 

 

Further, as described under “Description of the Notes — Payments of Interest — Floating Rate Benchmark; Benchmark Transition Event,” the benchmark replacement will depend on the availability of various alternative benchmarks, the first of which is term SOFR, the second of which is compounded SOFR and the last two of which are not currently specified. The Secured Overnight Financing Rate, or “SOFR,” was selected by the Alternative Reference Rates Committee, or “ARRC,” of the Federal Reserve Bank of New York, or the “FRBNY,” as the replacement for LIBOR. However, because SOFR is a secured, risk-free rate, while LIBOR is an unsecured rate reflecting counterparty risk, SOFR is not representative of LIBOR.


The FRBNY started publishing SOFR in April 2018. The FRBNY has also started publishing historical indicative SOFR dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over the term of the floating rate notes may bear little or no relation to the historical actual or historical indicative data.

Moreover, one-month LIBOR is a forward-looking term rate. Term SOFR, which is expected to be a similar forward-looking term rate which will be based on SOFR, is the first alternative among the several benchmark replacements, but is currently being developed under the sponsorship of the FRBNY, and we cannot provide any assurances that the development of term SOFR will be completed. If term SOFR is not available as of the benchmark replacement date, the next available benchmark replacement is compounded SOFR. Compounded SOFR is a backward-looking rate generally calculated using actual rates during the interest accrual period, and may be even less representative of one-month LIBOR. Finally, if a benchmark replacement other than term SOFR is chosen because term SOFR is not initially available, term SOFR will become the benchmark replacement if it later becomes available, which could lead to further volatility in the interest rate on the floating rate notes.


In order to compensate for these differences in the benchmark, a benchmark replacement adjustment will be included in any benchmark replacement. However, we cannot provide any assurances that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of the then-current benchmark, either at the benchmark replacement date or over the life of the floating rate notes. As a result of each of the foregoing factors, we cannot provide any assurances that the characteristics of any benchmark replacement will be similar to the then-current benchmark that it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is replacing.

 

28


 

 

 

It is intended that the replacement of the benchmark will not be a taxable event for noteholders of the floating rate notes. However, we cannot provide any assurances that the IRS will not take a contrary view. If the IRS treats the replacement of the benchmark as a taxable event, noteholders of the floating rate notes may be required to recognize taxable gain or loss at that time.

 

 

 

 

 

Finally, the trust will have discretion in certain elements of the benchmark replacement process, including determining if a benchmark transition event and its related benchmark replacement date has occurred, determining which benchmark replacement is available and, if term SOFR or compounded SOFR is not available, selecting a benchmark replacement, determining the benchmark replacement adjustment and making benchmark replacement conforming changes. The noteholders will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

 

 

 

 

 

For more information about the benchmark for the floating rate notes and the replacement of the benchmark, you should read
Description of the Notes — Payments of Interest — Floating Rate Benchmark; Benchmark Transition Event.

 

 

 

Failure to pay principal of a note will not be an event of default until its final scheduled payment date

 

The trust will not be obligated to pay a specific amount of principal of any note on any date other than its outstanding principal amount on its final scheduled payment date. Failure to pay principal of a note will not be an event of default until its final scheduled payment date.

 

 

 

Federal financial regulatory reform could have an adverse impact on Ford Credit, the titling companies, the depositor or the trust

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” is extensive legislation that impacts financial institutions and other non-bank financial companies, such as Ford Credit. The Dodd-Frank Act created the Consumer Financial Protection Bureau, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services including leases. The Consumer Financial Protection Bureau has authority to supervise and examine the largest nonbank automotive finance companies, including Ford Credit, for compliance with consumer financial protection laws.

 

 

 

 

 

For more information about potentially applicable provisions of the Dodd-Frank Act, you should read “Important Legal Considerations – The Dodd-Frank Act.”

 

29


 

 

 

The Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under law would have serious adverse effects on financial stability in the United States. It is not clear whether the liquidation framework would apply to Ford Credit, the titling companies, the depositor or the trust. The expectation is that the framework will be invoked only very rarely. Guidance from the FDIC indicates that the framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime that would apply to Ford Credit, the titling companies, the depositor and the trust. If the FDIC were appointed as receiver for Ford Credit, any titling company, the depositor or the trust, or if future regulations or FDIC actions are contrary to the FDIC guidance, you may have delayed payments or losses on your notes.

 

 

 

 

 

For more information about the framework, you should read “Important Legal Considerations — The Dodd-Frank Act.”

 

 

 

Interests of other persons in the exchange note, the leases or the leased vehicles could reduce funds available to pay your notes

 

If another person acquires an interest in the exchange note or in a lease or leased vehicle in the reference pool that has priority over the trust’s interest, the payments on the exchange note, the collections on the lease or the proceeds from the sale of that leased vehicle may not be available to make payments on your notes. Another person could acquire an interest that is superior to the trust’s interest if:

 

 

 

 

 

·
                 
the trust does not have a perfected security interest in the exchange note because its security interest was not properly perfected despite the delivery of the exchange note to the indenture trustee on the closing date,

 

 

 

 

 

·
                 
the collateral agent does not have a perfected security interest in the assets in the reference pool because its security interest in the leases or leased vehicles was not properly perfected despite the grant of a security interest in the leases and leased vehicles to the collateral agent on their acquisition by the titling companies and the application for a certificate of title for each leased vehicle naming the collateral agent as secured party,

 

 

 

 

 

·
                 
the related titling company does not have proper evidence of its ownership of a leased vehicle in the reference pool despite the application for a certificate of title for the leased vehicle naming the related titling company as owner,

 

 

 

 

 

·
                 
the collateral agent does not have a perfected security interest in the lease in the reference pool because Ford Credit did not maintain physical possession, for a tangible contract, or “control,” for an electronic contract, or

 

30


 

 

 

·
                 
the collateral agent’s security interest in a lease or leased vehicle in the reference pool is impaired because holders of some types of liens, such as a lien in favor of the Pension Benefit Guaranty Corporation, tax liens or mechanic’s liens, may have priority over the collateral agent’s security interest, or a leased vehicle is confiscated by a government agency.

 

 

 

 

 

For more information about the security interests in the exchange note and the leases and leased vehicles in the reference pool, you should read “Important Legal Considerations — Security Interests in Exchange Note and Leases and Leased Vehicles.”

 

 

 

 

 

In addition, the collateral agent will not have a security interest in sale proceeds from the lease vehicles held by the qualified intermediary under the LKE program, which may result in losses on your notes if the servicer becomes insolvent or is subject to a bankruptcy proceeding or defaults in its obligation to deposit an amount equal to those proceeds in the collection account.

 

 

 

 

 

For more information about the LKE program, you should read “Sponsor and Servicer — Like-Kind Exchange Program.”

 

 

 

The servicer’s ability to commingle collections with its own funds may result in delayed payments or losses on your notes

 

The servicer will be required to deposit collections on the reference pool in the collection account within two business days of applying them on the leases or on a monthly basis, depending on its credit ratings. Until it deposits collections, the servicer may use them at its own risk and for its own benefit and may commingle collections on the reference pool with its own funds. If the servicer does not pay these amounts to the trust by the next payment date, which could occur if the servicer becomes subject to a bankruptcy proceeding, it may result in delayed payments or losses on your notes.

 

 

 

The servicer has discretion over the servicing of the leases and leased vehicles which could impact the amount or timing of funds available to make payments on your notes

 

The servicer has discretion in servicing the leases and leased vehicles in the reference pool, including the ability to grant payment extensions and to determine the timing and method of collection, vehicle remarketing and whether or not to make a servicer advance. The manner in which the servicer exercises that discretion could have an impact on the amount or timing of collections on the reference pool and consequently on the amount or timing of payments received by the trust on the exchange note. If the servicer determines not to advance funds, or if other servicing procedures impact the amount or timing of the collections on the leases and leased vehicles in the reference pool, you may have delayed payments or losses on your notes.

 

 

 

The absence of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market may adversely affect the market value of your notes and/or limit your ability to resell your notes

 

If a secondary market for your notes does not develop it could limit your ability to resell them. This means that if you want to sell your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed. The underwriters may assist in the resale of notes, but they are not required to do so. If a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets or it might not be sufficiently liquid to allow you to resell your notes.

 

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You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur

 

The controlling class may provide notice of a default relating to a breach of a material covenant, may accelerate the notes after an event of default and may waive certain events of default. The controlling class may, in some circumstances, direct the indenture trustee to sell the exchange note after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full and would cause some classes of notes to suffer a loss. The controlling class may terminate the servicer after a servicer termination event and may waive servicer termination events.

 

 

 

 

 

Holders of notes that are not part of the controlling class will have no right to take these actions. Only the controlling class will have these rights. The controlling class may have different interests from the noteholders of other classes and will not be required to consider the effect of its actions on the noteholders of other classes.

 

 

 

 

 

For more details about the actions that the controlling class may direct, you should read “Description of the Notes — Events of Default and Acceleration” and “Servicing — Resignation and Termination of Servicer.”

 

 

 

Geographic concentration may result in more risk to you

 

As of the cutoff date, the billing addresses of the lessees of the leases in the reference pool are concentrated by initial total securitization value in the following states:

 

 

 

 

 

 

Michigan

21.57%

 

 

 

 

New York

12.92%

 

 

 

 

California

11.12%

 

 

 

 

New Jersey

7.40%

 

 

 

 

Ohio

 6.85%

 

 

 

 

Pennsylvania

5.66%

 

 

 

 

 

 

 

 

 

No other state represents more than 5% of the initial total securitization value as of the cutoff date. Economic conditions or other factors affecting states with a high concentration of lessees may adversely impact the performance of the reference pool and could result in delayed payments or losses on your notes.

 

 

 

Delays in collecting payments could occur if Ford Credit is not the servicer

 

If Ford Credit resigns or is terminated as servicer, the processing of payments on the leases, sales of returned or repossessed leased vehicles and information about collections could be disrupted or delayed. This may result in delayed payments on your notes. Ford Credit may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing — Resignation and Termination of Servicer.”

 

32


 

The servicing fee may be insufficient to attract a replacement servicer

 

If Ford Credit resigns or is terminated as servicer, the servicing fee, which is calculated as a fixed percentage of the total securitization value, may be insufficient to attract a replacement servicer or cover the actual cost of servicing the reference pool. In particular, the amount of the servicing fee will decline each month as the total securitization value declines but the cost of servicing each account will remain essentially fixed. This risk is greatest toward the end of a securitization transaction when a larger portion of collections will be attributable to sales of leased vehicles which have a higher cost of servicing than the collection and processing of monthly payments. A delay or inability to find a replacement servicer would disrupt or delay collection and other servicing activities on the leases and leased vehicles in the reference pool and could disrupt or delay reports to the noteholders and the indenture trustee and result in delayed payments or losses on your notes.

 

 

 

Failure by Ford Credit or the depositor to reallocate leases and leased vehicles when required may result in delayed payments or losses on your notes

 

Ford Credit and the depositor make representations regarding the leases and leased vehicles, including that they comply with U.S. federal and state consumer financial protection laws. If any of these representations are not true, it could adversely affect the collectability of the related leases. For instance, if a lease does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting amounts due on the lease. Ford Credit and/or the depositor must reallocate leases and leased vehicles that breach any of these representations if such breach has a material adverse effect on the lease and leased vehicle. Similarly, Ford Credit, as servicer, is required to reallocate from the trust leases and leased vehicles for which certain modifications have been made. If Ford Credit or the depositor fails to reallocate, or the servicer fails to reallocate, the related leases and leased vehicles, you may experience delayed payments or losses on your notes.

 

 

 

 

 

For more details about consumer financial protection laws relating to the leases, you should read “Important Legal Considerations — Lease Contracts and Leased Vehicles — Consumer Financial Protection Laws.”

 

 

 

A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes

 

The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each rating agency’s assessment of the future performance of the reference pool, the credit enhancement available for the notes and the likelihood of repayment of the notes. The notes may not perform as expected and the ratings may be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the reference pool, analytical errors or incorrect assumptions. None of the depositor, the sponsor or any of their affiliates will be obligated to replace or supplement any credit enhancement or to take other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

 

 

 

 

The sponsor hired two rating agencies that are nationally recognized statistical rating organizations, or “NRSROs,” and will

 

33


 

 

 

pay them a fee to assign ratings on the offered notes. The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO assigned ratings on the notes. However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO to make it possible for non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including before the closing date, and none of the sponsor, the depositor, the underwriters or any of their affiliates will be obligated to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If a non-hired NRSRO assigns an unsolicited rating on the notes, it may be lower than the ratings provided by the hired rating agencies, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

 

 

 

 

You should make your own evaluation of the future performance of the reference pool, the credit enhancement available for the notes and the likelihood of repayment of the notes. You should not rely solely on the ratings on the notes.

 

 

 

Eligibility of the Class A-1 notes under Rule 2a-7

 

The Class A-1 notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940. However, Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, quality and diversification. Any determinations about the qualification of the Class A-1 notes under, and compliance with, other applicable requirements of Rule 2a-7 are solely the responsibility of each money market fund and its investment advisor.

 

 

 

 

 

For more information about Rule 2a-7 under the Investment Company Act of 1940, you should read “Investment Considerations.”

 

 

 

Changes to the U.S. federal income tax laws may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

In 2017, the U.S. Congress enacted the “Tax Cuts and Jobs Act,” which made numerous changes to the U.S. federal income tax laws. The interpretations of many provisions of the new law are still unclear. We cannot predict when or to what extent any U.S. federal tax laws, regulations, interpretations or rulings clarifying this new law will be issued or the impact that any of these may have on noteholders. Prospective investors should consult their tax advisors regarding the effect of the Tax Cuts and Jobs Act and other potential changes to the U.S. federal tax laws prior to purchasing the notes.

 

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For more information about changes to the U.S. federal income tax laws, you should read “Sponsor and Servicer — Like-Kind Exchange Program” and “Tax Considerations — Changes in U.S. Federal Tax Laws.”

 

 

 

The allocation of the principal amount of the Class A-2 notes is unknown

 

The allocation of the principal amount of the Class A-2 notes between the Class A-2a notes and the Class A-2b notes will not be determined until the day of pricing. A higher allocation to the floating rate notes will correspondingly increase the exposure of the trust to increases in the interest rate payable on the floating rate notes. In addition, a reduction in liquidity in the secondary market for the Class A-2a or Class A-2b notes may result if either class has a small principal amount compared to the other.

 

 

 

Retention of notes by the depositor may adversely affect the market value of your notes and/or limit your ability to resell your notes

 

The depositor may retain some or all of one or more classes of notes. As a result, the market for notes of that class may be less liquid than would otherwise be the case and, if the retained notes are later sold in the secondary market, it could reduce demand for notes of that class already in the market, which may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

35


 

SPONSOR AND SERVICER

 

General

 

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Ford dealers.  Ford Credit is a Delaware limited liability company and is a wholly-owned subsidiary of Ford.

 

Ford Credit provides a wide variety of automotive financing products to and through automotive dealers throughout the world.  The predominant share of Ford Credit’s business consists of financing Ford and Lincoln vehicles and supporting the dealers of those brands.  Ford Credit’s primary financing products are:

 

·
                
Retail financing
— purchasing retail installment sale contracts and leases from dealers, and offering financing to commercial customers, primarily vehicle leasing companies and fleet purchasers, to lease or purchase vehicle fleets,

 

·
                
Wholesale financing —
making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing and

 

·
                
Other financing —
making loans to dealers for working capital, improvements to dealership facilities, and to purchase or finance dealership real estate.

 

Ford Credit also services the finance receivables and leases it originates and purchases, makes loans to Ford affiliates and provides insurance services related to its financing programs.

 

Ford Credit earns its revenue primarily from:

 

·
                
payments on retail installment sale contracts and leases that it purchases,

 

·
                
interest rate supplements and other support payments from Ford and affiliated companies, and

 

·
                
payments on wholesale and other dealer financing programs.

 

Ford Credit will be the sponsor of the securitization transaction in which the notes will be issued.  Ford Credit will be the servicer of the leases and leased vehicles in the reference pool and the securitization transaction and the administrator for the trust.  Ford Credit is also the lender under the credit and security agreement, the servicer for the titling companies and the administrator for the collateral agent.

 

As sponsor, Ford Credit will be responsible for structuring this securitization transaction, selecting the transaction parties and paying the expenses of forming the trust, legal fees of some transaction parties, rating agency fees for rating the notes and other transaction expenses.  Ford Credit will also select the leases and leased vehicles allocated to the reference pool for this securitization transaction using the criteria described in “Reference Pool – Selection of Reference Pool.”  Ford Credit will make representations about the characteristics of the leases and lease vehicles in the reference pool on which the depositor and the trust will rely in acquiring the exchange note.  If Ford Credit has knowledge or is notified by the trust, the owner trustee or the indenture trustee that a representation was untrue when made and the breach has a material adverse effect on the lease or leased vehicle, Ford Credit must reallocate the lease or leased vehicle from the reference pool unless it corrects the breach in all material respects before the date it is required to reallocate the lease and leased vehicle.

 

For more information about the representations and reallocation obligations, you should read “Reference Pool – Representations About Reference Pool” and “Reference Pool —Obligation to Reallocate Ineligible Leases and Leased Vehicles.”

 

As lender, Ford Credit advances funds to the titling companies for the purchase of leases and leased vehicles from Ford and Lincoln brand motor vehicle dealers in the United States in the ordinary course of its

 

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business.  As lender, Ford Credit will request the titling companies to issue the exchange note for this securitization transaction and will also be the initial holder of the exchange note and other exchange notes issued under the credit and security agreement.  In addition, as lender, Ford Credit will have voting and other rights under the credit and security agreement.

 

As servicer for the titling companies, Ford Credit is responsible for originating, purchasing and underwriting the leases and leased vehicles purchased by the titling companies.  Ford Credit is also responsible for servicing the leases and leased vehicles owned by the titling companies, including the leases and leased vehicles in the reference pool.

 

As collateral agent administrator, Ford Credit performs administrative duties on behalf of the collateral agent, including maintaining the lien and security interest granted to the collateral agent under the credit and security agreement and taking necessary actions for the collateral agent related to the certificates of title for the leased vehicles.  Ford Credit will receive a fee for the performance of its services as collateral agent administrator.

 

As administrator, Ford Credit will perform administrative duties on behalf of the trust.  Ford Credit will receive a fee for the performance of its services as administrator.

 

Ford Credit’s wholly-owned subsidiary, the depositor, will retain the residual interest in the trust. The residual interest represents the ownership interest in the trust and the right to all funds not needed to make required payments on the notes, offset losses on the leases, pay fees and expenses of the trust or make deposits in the reserve account.  The residual interest is subordinated to the notes and represents the first-loss interest in this securitization transaction.  The depositor’s retained interest will not be sold, transferred or hedged by Ford Credit, the depositor or any of their affiliates other than as permitted by Regulation RR.

 

For more information about the required retention of credit risk in the transaction by the sponsor, you should read “Credit Risk Retention.”

 

Ratings of Sponsor and Servicer

 

As of the date of this prospectus, Ford Credit’s senior unsecured debt ratings are:

 

 

 

DBRS

 

Fitch

 

Moody’s

 

S&P

Short-term debt ratings

 

R-2(middle)

 

F2

 

P-3

 

A-2

Long-term debt ratings

 

BBB

 

BBB

 

Baa3

 

BBB

Outlook

 

Negative

 

Negative

 

Negative

 

Negative

 

The rating agencies periodically review Ford Credit’s debt ratings and may raise, downgrade or change the ratings or the outlook of the ratings at any time.

 

Based on its present ratings, Ford Credit, as servicer, will be required to deposit collections (except recoveries) on the leases and leased vehicles in the reference pool in the collection account within two business days of applying these amounts to the lessee accounts.

 

For more information about the deposit of collections, you should read “Servicing — Deposit of Collections.”

 

37


 

Securitization Experience

 

Ford Credit has securitized its assets since 1988.

 

Ford Credit’s securitization programs are diversified across asset classes and markets.  Ford Credit sponsors securitization programs for retail installment sale contracts, leases and the related vehicles and dealer floorplan receivables.  Ford Credit participates in a number of international securitization markets, including the United States, Canada, the United Kingdom, Germany, Mexico and China. Ford Credit also participated in the securitization markets in Japan, Australia and other European countries.

 

In the United States, Ford Credit sponsors a number of securitization and structured financing programs, in which it sells receivables to trusts making registered public offerings or broadly-distributed Rule 144A offerings of asset-backed securities.  In addition, Ford Credit regularly sells interests in, and asset-backed securities backed by, pools of receivables to a large number of bank-sponsored asset-backed commercial paper conduits and other banks and financial institutions.

 

Ford Credit securitizes its assets because the market for securitization of financial assets usually provides the company with a lower cost source of funding than other alternatives, diversifies funding among different markets and investors, and provides additional liquidity.  Ford Credit meets a significant portion of its funding requirements through securitizations for these reasons.  Securitization is a core component of Ford Credit’s funding strategy.

 

For more information about Ford Credit’s securitization programs and its funding strategy, please read Ford Credit’s Annual Report on Form 10-K which is available on Ford Credit’s website at www.fordcredit.com.

 

Securitization Program for Leases

 

Ford Credit established a publicly-registered securitization program for leases in the United States in 2011.  The asset-backed securities offered by this prospectus are part of this program.  Ford Credit first securitized leases in the mid-1990s and has had an active private securitization program for leases since 2004, including broadly-distributed transactions under Rule 144A beginning in 2009 and ending in 2011 when Ford Credit started its public lease securitization program.  Ford Credit has issued asset-backed securities in more than 30 transactions under its public and private lease programs.  Ford Credit has never received a demand to reallocate a lease and leased vehicle from a reference pool backing the asset-backed securities offered in these programs due to a breach of representations made about the leases and leased vehicles.  Reallocations of leases and leased vehicles due to Ford Credit’s discovery of a breach of representations have been immaterial in these lease programs.  None of the asset-backed securities offered in these programs have experienced any losses or events of default and Ford Credit has never taken any action out of the ordinary in any transaction to prevent losses or events of default.

 

Use of Titling Companies; Financing Purchases of Leases by Titling Companies

 

Ford Credit uses titling companies in its leasing business.  The titling companies purchase leases entered into between retail customers and motor vehicle dealers and the leased vehicles that are subject to those leases.  The titling company that purchases a lease and leased vehicle is determined by the state where the leased vehicle is titled at the beginning of the lease.  Each titling company pays the purchase price of its leases and leased vehicles with funds borrowed from Ford Credit under a revolving credit facility established by the credit and security agreement and contributions to the titling company indirectly from Ford Credit.  The titling companies have agreed to pay amounts advanced under the revolving credit facility on a joint and several basis.

 

Ford Credit may request that the titling companies exchange the amount outstanding under the revolving credit facility for a term note evidenced by an “exchange note.”

 

Amounts due to Ford Credit under the revolving credit facility and amounts due under outstanding exchange notes, including the exchange note issued for this securitization transaction, are secured by a

 

38


 

single security interest in favor of the collateral agent, for the benefit of Ford Credit and the holder of an exchange note, on the leases and leased vehicles financed under the credit and security agreement and proceeds of those leases and leased vehicles.  Whenever a new exchange note is issued, some leases and leased vehicles are allocated as a reference pool for that exchange note and generally only the collections on those leases and leased vehicles will be used to make payments on that exchange note.  For more information about the reference pool, you should read “Reference Pool.”

 

Under the credit and security agreement and for the LKE program, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale.  Ford Credit, as servicer, must deposit an amount equal to the net proceeds in the collection account under the servicing agreement.

 

Origination, Underwriting and Purchasing

 

Vehicle Leasing
.  Ford Credit titling companies use funds borrowed from Ford Credit to purchase completed leases entered into between lessees and Ford and Lincoln brand motor vehicle dealers.  When a lessee leases a vehicle from a dealer, the lessee and the dealer agree on the price of the vehicle and the purchase of insurance, service contracts and other products offered by the dealer.  If the lessee elects to lease the vehicle through the dealer, the lessee and the dealer agree on the lease term, mileage allowance, residual value and payment terms for the lease.  The lessee also chooses the day on which monthly payments will be due, but the first monthly payment due date must be between 21 and 35 days of completing the lease.  The dealer will determine if the lessee is eligible for and will be using Ford-sponsored marketing programs that impact the terms of the lease.

 

The monthly payments are set so that, over the lease term, the “base monthly payments” will cover the difference between the adjusted capitalized cost of the lease and the estimated value of the leased vehicle at the end of the lease term or the “contract residual value” plus lease charges.  The “adjusted capitalized cost” of the lease is generally equal to the price of the leased vehicle plus taxes, additional products such as insurance and service contracts, dealer installed or other vehicle accessories, vehicle charging stations, outstanding balances on prior leases or trade-in vehicles and other fees and charges included in the lease, less any vehicle trade-in, cash payments from the lessee and cash payments from marketing programs offered by Ford and Ford Credit applied to reduce this amount.  Ford Credit will generally only purchase leases from dealers if it approved the additional products included on the lease and the providers of those products.  Lease charges are based on an implicit interest rate, called a “lease factor.”  A lessee’s total monthly payment may also include sales or use taxes imposed on the base monthly payment and an amount to cover applicable personal property taxes and similar government charges.

 

The leases are closed-end leases, so the lessee can return the leased vehicle at the end of the lease term and not be obligated for the residual risk associated with the leased vehicle.  At the end of a closed-end lease, if the lessee elects not to purchase the leased vehicle, the lessee must return it.  If the lessee returns the leased vehicle, the lessee is not required to pay the deficiency between the net sale proceeds received for the leased vehicle and the contract residual value and is not entitled to the excess of the leased vehicle’s net sale proceeds over the contract residual value.  The related titling company, as the lessor, assumes the residual risk on the leased vehicle.

 

Ford Credit establishes a standard contract residual value and lease factor for each lease.  However, nearly every lease purchased by the titling companies is originated under Ford-sponsored marketing programs.  Under these programs, the contract residual value is set higher and/or the lease factor is set lower than Ford Credit would otherwise have set them, which reduces the lessee’s monthly payments.  Ford pays Ford Credit the present value of the difference between the terms under the marketing program and Ford Credit’s standard leasing terms.  Ford Credit also allows lessees to reduce the lease factor by prepaying every monthly payment in a single up-front payment.

 

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Credit Application and Scoring Models. 
Ford Credit makes credit and purchase decisions on behalf of the titling companies, as servicer for the titling companies.  Each lessee that elects to lease through the dealer completes a credit application.  If the dealer is requesting Ford Credit to purchase the lease, the dealer submits the credit application electronically to Ford Credit through online systems together with information about the proposed terms of the lease.  On receipt of a credit application, Ford Credit automatically obtains a credit report on the applicant from a national credit bureau, which includes a credit score and other credit information.  Ford Credit generally selects a credit bureau based on its assessment of which credit bureau provides the most accurate and complete credit reports and a credit analyst may select an additional credit bureau for more information.  In some cases, the applicant is a business entity and a credit report from a commercial credit bureau is used as described in Commercial Accounts” below.  In a small number of cases, a credit report is not available because an applicant does not have a sufficient credit history.  Ford Credit also automatically obtains other information on the applicant including results of compliance and fraud checks, whether the applicant has other active credit applications submitted to Ford Credit, whether the applicant is a current or former Ford Credit customer, and in some cases, other available credit information.

 

If an individual applicant has sufficient recent credit history, the credit bureau information used in Ford Credit’s origination scoring models includes the applicant’s credit risk score, often called a FICO
®
 score.  A FICO
®
 score is generated using statistical models created by Fair Isaac Corporation and measures the likelihood that an applicant will become severely delinquent.  FICO
®
 is a registered trademark of Fair Isaac Corporation.  FICO
®
models are updated from time to time.  Ford Credit currently uses FICO
®
scores designed specifically for automotive financing known as FICO
®
8 scores.  FICO
®
 scores range from 250 to 900.  An applicant’s FICO
®
 score is a significant factor in Ford Credit’s consumer origination scoring models. 
An applicant’s lease-to-value and payment-to-income ratios are also important factors in Ford Credit’s consumer origination scoring models.

 

The first step Ford Credit takes on receipt of an application is to classify the applicant based on whether the applicant is an individual or business entity and the applicant’s credit profile.  This classification determines the particular origination scoring model to be used.  Ford Credit’s proprietary origination scoring models assess the creditworthiness of the applicant using the information in the applicant’s credit application, the proposed terms of the lease, the applicant’s credit bureau information and other information obtained by Ford Credit.  The origination scoring models are statistical tools used to differentiate credit applicants based on their probability of paying the amounts due under their leases.  The origination scoring models assign a proprietary risk score for each applicant that is used in Ford Credit’s evaluation process.  The origination scoring models update the applicant’s risk score in real time throughout the evaluation and purchasing process, if any of the inputs to the risk score change.  However, using origination scoring models does not eliminate credit risk in Ford Credit’s origination, underwriting and purchasing practices.

 

Ford Credit’s origination scoring models were developed internally based on Ford Credit’s portfolio databases of millions of leases originated over several decades to identify key variables that predict an applicant’s probability of paying the amount due under the lease.  Ford Credit regularly reviews its origination scoring models to confirm the continued business significance and statistical predictability of the variables, including comparing actual and predicted performance of its lease portfolio.  Ford Credit develops new origination scoring models for its consumer, commercial and commercial line of credit applicants on a regular cycle plan.  Ford Credit may make adjustments to improve the performance of the origination scoring models between development cycles by uniformly changing the overall risk scores or modifying the weighting of selected variables.

 

Underwriting and Credit Evaluation. 
After all information is obtained and a proprietary risk score is generated, Ford Credit evaluates the application to determine whether to approve it.  Ford Credit’s decision process is based on a judgmental evaluation of the applicant, the credit application, the proposed terms of the lease, the credit bureau information, the proprietary risk score and other information.  The evaluation emphasizes the applicant’s ability to pay and creditworthiness focusing on payment, affordability, applicant credit history and stability as key considerations.  The creditworthiness of any co-applicant or guarantor is evaluated in a similar manner to the applicant and is also considered when determining whether to approve an application.

 

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The lease-to-value ratio, or “LTV,” is determined by dividing the lease amount by the collateral value of the vehicle.  The “lease amount” used in the LTV calculation for credit evaluation is the base monthly payment multiplied by the lease term.  This amount is less than the acquisition cost because it does not include the residual value of the leased vehicle, but it does include the rent charge and acquisition fee.  The collateral value in the LTV calculation is determined using the wholesale value of the vehicle, which is generally the dealer invoice price, but it may be increased to reflect equipment added to the vehicle, including specialty bodies.  Ford Credit may adjust the wholesale value before calculating the LTV that is used in the origination scoring models.

 

The payment-to-income ratio, or “PTI,” is determined by dividing the base monthly payment by the combined gross monthly income and other monthly income of the applicant and any co-applicant as reported by them in the credit application or as adjusted in limited cases through Ford Credit’s income verification process.  PTI is not calculated on leases that the lessee prepays every monthly payment in a single up-front payment.  PTI is also not calculated for commercial use leases with a business entity as the primary lessee.  PTI is not used for credit evaluation for a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that the PTI is unreliable.

 

All credit applications automatically go into Ford Credit’s electronic decisioning process in order to expedite the review of applications, promote consistent decisions and allow Ford Credit to make and communicate decisions to dealers faster and more efficiently.  The electronic decisioning process first identifies the applications to approve, then the applications to reject, and then the remaining applications are assigned to a credit analyst for further evaluation.  Electronic approval and rejection decisions are made using models that generally replicate the judgmental evaluation that would be applied by an experienced credit analyst based on various combinations of factors that in Ford Credit’s experience have resulted in credit analyst approval or rejection.  Ford Credit regularly reviews its electronic decisioning process and makes adjustments in response to market conditions, lease terms and the performance of its portfolio or to increase or decrease the percentage of applications electronically approved or rejected.  Ford Credit electronically approves approximately 65% to 75% of the leases that are purchased.  Ford Credit uses a single level underwriting standard for all credit applications including those that are electronically decisioned and those decisioned by a credit analyst.  Many applications are evaluated and approved by a credit analyst although they were not
approved in
the electronic decisioning process.

 

On receipt of a credit application, the credit analyst judgmentally evaluates the credit application using uniform system processes and system based decision-making tools in the framework of Ford Credit’s purchasing standards.  Each credit application is reviewed separately and the credit analyst makes an individual decision based on the credit analyst’s assessment of the strengths and weaknesses of the application.  The credit analyst may work with the dealer to determine acceptable lease terms for applications that cannot be approved as originally submitted.  The credit analyst may condition approval on the addition of a qualified co-applicant or guarantor or a security deposit or on changes to the lease terms, such as a higher cash down payment or a less expensive vehicle being leased.  For less creditworthy applicants, or if there is a discrepancy in the information provided by the applicant, the credit analyst may verify the identity, employment, income, residency and other applicant information using Ford Credit’s established procedures before a decision is made.

 

To support consistent credit and purchase decisions and the overall quality of the portfolio, as described in Portfolio Quality” below, Ford Credit establishes purchasing standards and procedures including purchase quality guidelines and risk factor guidelines that are used by its credit analysts.  Purchase quality guidelines set targets for the purchase of lower and marginal quality leases and may be set at different levels for different Ford Credit business regions.  Risk factor guidelines provide a framework of evaluation guidelines for specific attributes of an application, including affordability measures like PTI and debt-to-income ratios, FICO
®
 score, LTV and lease term.  Risk factor guidelines and purchase quality guidelines are not strict limits or requirements and the credit analysts evaluating an application determine whether there may be other factors that, in their judgment, support approval of the application, including demonstrated ability to pay, strong credit history, prior favorable Ford Credit financing experience, residency and employment stability and eligibility for Ford-sponsored marketing programs.  Ford Credit also uses performance monitoring software to improve process discipline and consistency of decisions.

 

41


 

Notwithstanding these guidelines, procedures and software, t
he judgment of the credit analyst is the most important aspect of Ford Credit’s evaluation and decision process.

 

Each credit analyst is assigned a maximum approval level that is based on the applicant’s total outstanding balances with Ford Credit.  More experienced credit analysts are assigned higher approval levels.  Managers with higher approval authority review or approve any credit application that exceeds the credit analyst’s approval level or that contain specific characteristics or combinations of characteristics identified in Ford Credit’s risk factor guidelines.  Ford Credit’s credit and purchase decisions are made independently of Ford, and Ford cannot require Ford Credit to approve a credit application or purchase a lease that would not otherwise be approved or purchased through Ford Credit’s decision process.

 

Ford Credit also has a compliance management program designed to ensure that Ford Credit’s processes comply with legal and regulatory requirements.  The compliance management program is commensurate with Ford Credit’s structure and the complexity of the products and services it offers.

 

Credit and purchase decisions are typically communicated to the dealer electronically.  Approvals and rejections made through the electronic decisioning process are communicated in seconds.  For credit applications not electronically approved or rejected, Ford Credit typically makes a decision within 20 minutes of receipt of an application.  Less creditworthy applicants may require additional investigation and take longer before a decision can be made.  Over 98% of Ford Credit’s decisions are made within one hour of receipt of an application.

 

Lease Purchasing Process. 
For approved credit applications, dealers must submit leases,
signed by both the customer and the dealer, on paper or electronic forms approved by Ford Credit and determined by Ford Credit to be in compliance with law and enforceable
.  After the dealer submits a completed lease, the lease funding analyst, aided by Ford Credit’s origination system, confirms that the terms of the lease are consistent with the application approval and checks for errors apparent in the lease disclosures made by the dealer.  If the lease is consistent with the approval but contains minor errors, Ford Credit may approve the lease for purchase by the titling company and send a correction notice to the customer or obtain a signed modification from the customer.  If the lease is not consistent with the approval or has more significant errors, Ford Credit returns it to the dealer for correction or a new lease.

 

As part of the approval process, Ford Credit establishes a lease factor that, in part, is used to calculate the lessee’s monthly payments.  The lease factor applicable to a particular transaction is based on a combination of factors, including Ford Credit’s proprietary risk score and the lease characteristics.  If the dealer submits a lease with a lease factor exceeding the maximum allowed by Ford Credit, either the titling company will not purchase the lease or Ford Credit will adjust the lease factor to meet Ford Credit guidelines.  Ford and Ford Credit may also offer marketing programs where the lease factor is determined primarily based on the specific applicant or lease characteristics, including the leased vehicle, rather than on the risk scores. These programs are generally offered to attract particular types of applicants, such as current college students and recent college graduates or first time buyers of Ford or Lincoln vehicles, or to promote sales of particular Ford and Lincoln vehicles.

 

A titling company purchases the lease from the dealer for an amount equal to the acquisition cost plus, if applicable, a set fee or the portion of the lease charges that exceed the lease factor established by Ford Credit.  The portion of the lease charge earned by the dealer is generally calculated using the difference between the lease factor set by Ford Credit and the lease factor of the lease that is submitted by the dealer.

 

At the time the lease is originated, the dealer must collect the first month’s lease payment.  Less creditworthy lessees may also be required to make a security deposit typically equal to approximately one month’s payment.  The dealer also collects required license fees, acquisition fees and other fees and taxes to register the vehicle that are not included in the lease.

 

42


 

The lessee agrees to maintain physical damage and liability insurance on the leased vehicle, and the dealer is required to confirm insurance is in place at the beginning of the lease.  The minimum amount of liability insurance required by the lease is generally equal to the minimum state law requirements.  The maximum allowable deductible is $1,000.  The titling company must be named as an additional insured and loss payee on insurance policies.  Since lessees may choose their own insurers to provide the required coverage, the specific terms of the policies may vary.  Ford Credit generally does not track whether the lessee maintains the required insurance.

 

Each dealer signs an assignment agreement with Ford Credit and represents that the lease assigned to the applicable titling company is complete, all required lease disclosures were properly made and all material statements made to Ford Credit by the dealer on behalf of the customer are true.  If, after investigation, these representations are later determined to be untrue, including due to fraud, Ford Credit may require the dealer to repurchase the lease and the lease is paid off in Ford Credit’s receivables system, or may retain the lease and obtain a dealer guaranty in case there is a subsequent default on the lease.

 

Lease Maintenance.
  Leases purchased by the titling companies are either completed in paper form and are physically signed by the customer or are completed in electronic form and are electronically signed by the customer.  Ford Credit, as custodian for the collateral agent, maintains possession of the paper leases and related documents through a third-party vendor in secure, limited access facilities.  These facilities use security access measures, including physical badge or biometric authentication and may use video surveillance.  These facilities have fire suppression systems and are subject to disaster recovery and business continuity plans to ensure safekeeping and preservation of the documents.  The electronic leases are stored in a specially-designed computer system or “electronic vault” maintained by a third-party vendor that establishes Ford Credit’s “control” of the electronic leases as the custodian for the collateral agent.  Access to the electronic vault is limited to users having a business need and controlled by user identification, passwords, machine token authentication and access logs.  Access to the data center housing the electronic vault is limited to authorized system maintenance users and is controlled by intrusion software, video surveillance and physical badge or biometric authentication.  The data center and electronic vault are subject to disaster recovery and business continuity plans.

 

All leases purchased by the titling companies are entered into Ford Credit’s originations and receivables systems and assigned a unique account number for the life of the lease.  Ford Credit considers a lease to be originated on the date the lease is signed by the customer.

 

Purchased leases and related documents are electronically imaged.  For electronic leases, a separate image of the original lease is created for servicing purposes.  Once imaged, the documents may be viewed on Ford Credit’s systems for servicing, but may not be altered or deleted from those systems.  Additional documents generated or received by Ford Credit during servicing are also added to the imaged file.

 

Vehicle Title. 
The assignment agreement also requires the dealer to apply immediately for a certificate of title for the leased vehicle
naming the applicable titling company as the owner of the leased vehicle and naming the collateral agent as secured party
Ford Credit verifies each title to confirm that the titling company is identified as owner and that the collateral agent’s security interest is noted,
using procedures to follow up with the dealer, the customer or state vehicle regulatory agencies.  In most states, the verification occurs when the certificate of title is received.  Ford Credit receives the certificate of title and holds it until the lease is paid off.  Ford Credit also uses the electronic certificate of title process offered in many states that maintain electronic records of the certificate of title and lienholder information.  Unless prohibited by a state, all electronic titles for lease accounts are converted to paper at lease inception.  If Ford Credit cannot verify that the lien of the collateral agent is noted on the certificate of title within an established period of time or if the lien notation is incorrect, it follows up with the dealer, the customer or the state vehicle regulatory agencies to properly note or correct the lien.  Ford Credit stores paper certificates of title in locked, fireproof cabinets in Ford Credit facilities segregated from the origination and servicing functions and controlled by physical badge authentication.  Access to the title storage area is limited to Ford Credit personnel with a business need.  Electronic titles are processed by a third-party vendor and in some cases are converted to paper titles and stored at a Ford Credit facility.

 

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Types of Leases and Vehicle Classification. 
Nearly every lease purchased by the titling companies is for new Ford and Lincoln vehicles, which include vehicles Ford Credit considers to be new vehicles according to its underwriting procedures, such as demonstrator vehicles that generally have not been titled or driven more than 6,000 miles.  Most leases are with individuals who lease vehicles for personal use.  The titling companies generally purchase leases with terms of 24, 36, 39 and 48 months, but will purchase leases with other terms. The lease term is the number of months that the lessee keeps the leased vehicle, but the lease term does not end upon receipt of final payment from the lessee because lease payments are made in advance.

 

Ford Credit classifies vehicles into categories.  The car category includes sedans, hatchbacks and coupes.  The light truck category includes minivans, vans and light pick-up trucks including a limited number that may have specialty bodies.  The utility category includes wagons, SUVs and cross-overs.

 

Each lease purchased by the titling companies has a related leased vehicle with either a gasoline, hybrid, plug-in hybrid or battery electric power source.  The majority of the leased vehicles in Ford Credit’s lease portfolio have a gasoline power source, however, the total number and percentage of leased vehicles with other power sources fluctuates over time in response to consumer preferences and various compliance and regulatory thresholds, including zero emission vehicle mandates in California and other states.

 

For more information about the leased vehicles in the reference pool with hybrid, plug-in hybrid or battery electric power sources, you should read “Annex A — Composition of the Reference Pool — Distribution of the Leases by Vehicle Model.”

 

Determination of Residual Values. 
The residual value of a leased vehicle is the estimated value of the vehicle at the end of the lease term.  The contract residual value is stated in the lease and is a major component used to calculate the base monthly payment.  The contract residual value is also the main component used to set the purchase price the lessee must pay if the lessee elects to purchase the leased vehicle.

 

Ford Credit uses proprietary residual value models and an internal review process to establish residual values.  These residual value models use a number of factors about a vehicle to determine its residual value, including the manufacturer’s suggested retail price, wholesale price, planned production volume, rental and fleet sales, consumer acceptance, life cycle and recent and seasonal auction trends.  In addition to those factors, Ford Credit’s residual value models also consider a number of macroeconomic factors such as gasoline prices, inflation and trends in the national gross domestic product. Ford Credit regularly reviews and updates its residual value models.  The internal review process considers the accuracy of the current residual value models as vehicles come off lease, current or planned Ford-sponsored marketing programs, market acceptance of vehicles and competitive actions within the vehicle segment.  In a small number of cases, such as limited vehicle models or new vehicle models where there is not sufficient information available, the residual values are set using only the internal review process.  In establishing residual values for leased vehicles, Ford Credit also compares its residual values to historical auction values for returned leased vehicles and to residual value forecasts published in independent industry guides that are used in the automotive finance industry, including Automotive Lease Guide or “ALG.”

 

Ford Credit sets residual value percentages quarterly for each new Ford and Lincoln vehicle generally for lease terms of 24, 36, 39 and 48 months.  Ford Credit may set residual value percentages for other lease terms to promote the use of the other lease terms to maximize auction values on returned leased vehicles and to more evenly spread out the termination dates of leases in its portfolio.  If Ford Credit has not set residual value percentages for a particular lease term, the dealer must contact Ford Credit to obtain a residual value percentage for that lease term.  Residual value percentages are also determined based on maximum mileage levels ranging from 10,500 to 19,500 miles per year for Ford vehicles and 7,500 to 19,500 miles per year for Lincoln vehicles.  Lessees may purchase additional mileage above 19,500 miles per year (subject to a total limit of 100,000 miles), which reduces the contract residual value, but the residual value percentage will not be adjusted.

 

Ford sponsors marketing programs on particular vehicles to lower a lessee’s monthly payment by increasing the contract residual value above the level that would otherwise be established by Ford Credit.

 

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Vehicles that are leased under these Ford-sponsored marketing programs may be more likely to be returned at the end of the lease term because the price at which the lessee may purchase the vehicle is more likely to exceed the market value of the vehicle at that time.  For this reason, Ford Credit has established guidelines to limit the amount by which the residual value of a vehicle may be increased over the residual value that Ford Credit would otherwise set.

 

When a vehicle is sold after being returned at the end of the lease, there will be a residual gain on the vehicle if the net sale proceeds of the vehicle are greater than the vehicle’s contract residual value and there will be a residual loss on the vehicle if the net sale proceeds of the vehicle are less than the vehicle’s contract residual value.

 

Commercial Accounts
.  Some of the leases purchased by the titling companies are for lessees who are either business entities or individuals who use the leased vehicles for commercial purposes.  Commercial customers may have multiple vehicles financed with Ford Credit and a portion of commercial customers have lines of credit that allow the customer to finance the purchase and lease of multiple vehicles up to the approved amount under pre-established terms, subject to some conditions.

 

Ford Credit’s origination scoring models for commercial applicants that are business entities include factors relevant to businesses and use commercial credit bureau information.  Consumer credit bureaus do not provide data or FICO
®
 scores for business entities.  The origination scoring models for commercial applications that include individuals as the applicant, co-applicant or guarantor use the individual’s FICO
®
 score, but still factor in the commercial use of the leased vehicle and commercial credit bureau information if the commercial applicant is a business entity.

 

For the majority of commercial applicants that are business entities, the commercial credit bureau information used in Ford Credit’s origination scoring models includes the primary applicant’s Small Business Credit Share, or SBCS
®
 score, even if there is also a FICO
®
 score because the commercial application included an individual.  SBCS
®
 scores are generated using statistical models created by Experian and measure the likelihood that a commercial applicant will become severely delinquent.  SBCS
®
 scores range from 0 to 100.  Ford Credit uses the SBCS
®
 Acquisition Score in its commercial origination scoring models to generate a proprietary risk score for the applicants.  Commercial credit bureau scores are not as significant a factor in Ford Credit’s commercial origination scoring models as FICO
®
 scores are in the consumer origination scoring models.

 

If the credit analyst requires additional information on a commercial applicant, the analyst may obtain a credit report from Dun & Bradstreet.  The analyst may regenerate the applicant’s proprietary risk score through the commercial origination scoring models using data from this report, including various scores on the applicant.  Ford Credit does not consider these various scores to be traditional credit scores.  The credit report obtained from Dun & Bradstreet also includes a D&B Credit
®
 Commercial Credit Score.  The D&B Credit
®
 Commercial Credit Score is not used in Ford Credit’s origination scoring models or relied on by the analyst in making a credit decision.

 

For commercial line of credit applicants, there are two steps in the process.  First, Ford Credit evaluates the applicant for approval of the line of credit that includes reviewing its financial statements, proposed vehicle usage and a commercial credit report from Dun & Bradstreet that contains payment history information and various scores on the applicant.  Ford Credit considers these scores in the origination process for lines of credit but they are not considered to be traditional credit scores.  Once the applicant is approved for a line of credit, the second step in the process occurs each time there is a request to lease a vehicle under the line of credit.  At this time, Ford Credit gathers the same information for commercial customers with a line of credit as it does for other commercial customers, including a Dun & Bradstreet credit report and generates a proprietary risk score for each applicant.  The key considerations for requests to lease a vehicle under a line of credit are that there is capacity under the line of credit and there have been no significant changes to the customer’s financial condition.  A commercial credit bureau score is not used in the process.

 

Similar to purchase decisions for consumer applicants, purchase decisions for commercial applicants emphasize ability to pay and creditworthiness, but also recognize that commercial vehicles are often put to

 

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more demanding uses, which may reduce the resale value of the leased vehicle.  For these reasons, Ford Credit uses a different electronic decisioning process for commercial applicants and its purchase standards are often different.  Ford Credit does not allow the value of a specialized body added to a base vehicle to customize it for commercial purposes to be included in calculating the vehicle’s contract residual value.  As a result, the titling companies have few leased vehicles with specialty bodies.

 

An important difference between commercial leases and other leases is that commercial leases may be included in a separate cross collateral agreement.  These agreements allow Ford Credit to enforce collection and repossession rights against some or all leases and leased vehicles with the same lessee even if payments for some leases are current.  Payments or other amounts received on a specific lease, such as repossession sale proceeds, generally are applied first to that lease.  Excess amounts collected for one lease may be applied to other leases with the same lessee to reduce losses.

 

Portfolio Quality
.  Ford Credit uses its purchasing standards to manage the overall quality of its lease portfolio.  Ford Credit reviews credit analysts’ decisions regularly to ensure they are consistent with Ford Credit’s purchasing standards and credit approval authority.  In addition, a specific auditing group within Ford Credit regularly reviews the underwriting process and compliance with company procedures and legal requirements.

 

Ford Credit uses credit performance and purchase quality reports to monitor credit quality, consistency of purchase decisions and portfolio composition, including levels of lower and marginal quality leases, and to provide ongoing training for credit analysts.  These reports are generated at a number of levels including total company, geographic region, business center, dealer and credit analyst.

 

Ford Credit regularly reviews and analyzes its lease portfolio to evaluate the effectiveness of its credit decisions and purchasing standards.  If external economic factors, credit losses or delinquencies, market conditions, consumer credit trends, customer characteristics or other factors change, Ford Credit may adjust its purchasing standards and procedures, including purchase quality guidelines and risk factor guidelines, to change the quality of its portfolio or to achieve other business objectives.

 

Origination Characteristics

 

The following table contains information about the leases purchased from dealers by Ford Credit as servicer for the titling companies during each of the periods indicated.

 

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Origination Characteristics

 

 

 

Three Months

Ended March 31,

 

Year Ended December 31,

 

 

2019

 

2018

 

2018

 

2017

 

2016

 

2015

 

2014

Number of leases originated
(1)

 

84,857

 

95,364

 

394,353

 

377,322

 

400,777

 

413,625

 

363,098

Total acquisition cost (in millions)

 

$3,077

 

$3,333

 

$13,803

 

$12,413

 

$12,906

 

$12,963

 

$11,227

Weighted average
(2)
 original term (in months)

 

36.0

 

35.5

 

35.5

 

35.4

 

34.9

 

33.9

 

33.7

Weighted average
(2)
 FICO
®
 score
(3)
 at origination

 

753

 

748

 

751

 

753

 

747

 

741

 

743

No FICO
®
 score consumer
(4)(5)

 

0.8%

 

0.9%

 

0.9%

 

1.0%

 

1.4%

 

1.7%

 

1.5%

Weighted average
(2)
 LTV
(6)

 

92%

 

92%

 

91%

 

91%

 

93%

 

93%

 

94%

Weighted average
(2)
 PTI
(7)

 

7.4%

 

7.2%

 

7.3%

 

7.3%

 

7.3%

 

7.3%

 

7.2%

Commercial use
(4)(8)

 

8%

 

8%

 

8%

 

7%

 

6%

 

6%

 

6%

 


(1)
     
This is the total number of leases originated during the period indicated, including those for which Ford Credit does not have an ALG residual value.

(2)
     
Weighted averages are weighted by the acquisition cost of each lease.

(3)
     
E
xcludes leases with primary lessees who did not have
FICO
®
 scores because they
(a) are not individuals and use leased vehicles for commercial purposes or (b) are individuals with minimal or no recent credit history.  For a description of FICO
®
 scores, you should read “Sponsor and Servicer – Origination, Underwriting and Purchasing
.”

(4)
     
As a percentage of the acquisition cost of the leases purchased during the period.

(5)
     
Leases with lessees who are individuals with minimal or no recent credit history.

(6)
     
The LTV for a lease for purposes of this table is acquisition cost divided by the wholesale value of the leased vehicle.

(7)
     
The PTI for a lease is the base monthly payment divided by the monthly combined income of the lessee and any co-lessee.  Excludes leases for which the lessee prepaid every monthly payment in a single up-front payment, commercial use leases with business entities as the primary lessee, leases where the applicant stated no income or negligible income in the credit application and leases where Ford Credit has determined that PTI is unreliable.

(8)
     
Leases with lessees who use the leased vehicle for commercial purposes.  These lessees may be business entities or individuals.

 

During the period covered in the table above, Ford Credit changed its origination and purchasing policies and procedures for leases to respond to market conditions and competitive pressures and to pursue different business strategies.  Although Ford Credit’s origination and purchasing policies focus on supporting the sale of new Ford vehicles, due to the residual risk associated with closed-end leases, Ford Credit generally establishes a target for lease purchases based on a percentage of Ford’s retail vehicle sales forecast and works with Ford to design vehicle marketing incentive programs to achieve this target.

 

Ford Credit’s target for lease purchases has been relatively consistent since 2015. Although the target may remain consistent, the number of leases originated by Ford Credit in any year can fluctuate over time because other factors influence Ford Credit’s willingness to originate leases and customers’ willingness to lease vehicles.  For example, the relative cost and availability of funding sources impact Ford Credit’s willingness to purchase leases.  In addition, nearly every lease purchased by Ford Credit’s titling companies is originated under Ford-sponsored marketing programs.  From a customer’s perspective, the relative attractiveness of leasing a vehicle or purchasing it can depend on the Ford-sponsored marketing programs available to the customer.  Changes in these programs are the primary reasons for increases or decreases in the number of leases originated.

 

Ford Credit’s origination and purchasing policies for leases generally maintain a consistent mix of lease originations across Ford and Lincoln vehicles.  As Ford and Lincoln adjust their vehicle offerings among various vehicle types, models and powertrains, Ford Credit’s origination policies for leases generally adjust accordingly.

 

Changes in auction values of used vehicles impact the economics of leasing and lease payments.  Lower expected auction values generally make leasing more expensive for lease customers, resulting in lower demand for leases and fewer lease originations.  Higher expected auction values, on the other hand, generally make leasing more affordable for lease customers, resulting in higher demand for leases and more lease originations.

 

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During the periods covered in the table above, the total acquisition cost of the leases in Ford Credit’s lease portfolio has increased and decreased primarily as a function of the total number of leases originated. In addition, the total acquisition cost of the leases in Ford Credit’s lease portfolio has increased since 2018 because the average acquisition cost of each lease increased during that time. The average acquisition cost of each lease has increased since 2018 because lessees increasingly chose to lease trucks and SUVs, and higher-series and higher-trim vehicles of all vehicle types with more options and additional features, which have a relatively higher adjusted capitalized cost.

 

During the periods covered in the table above, the weighted average original term of the leases in Ford Credit’s lease portfolio increased because Ford Credit originated more leases with an original term of 36 or 39 months.  The increase in weighted average original term since 2016 is also due to a decrease in the percentage of leases originated with an original term of 24 months.

 

Material Changes to Origination, Underwriting and Purchasing Policies and Procedures

 

As part of its regular cycle plan, Ford Credit launched new origination scoring models for consumer credit applicants in January 2018, for commercial credit applicants in April 2015 and again in January 2019 and for commercial line of credit applicants in May 2017.  In January 2019, Ford Credit also began using new and advanced statistical tools that increase the number of inputs to certain of its origination scoring models for consumer credit applicants and enhance Ford Credit’s ability to assess an applicant’s creditworthiness.

 

In April 2017, Ford Credit began including a disposition fee of up to $395 in its lease contracts for new leases in some states.  By September 2017, Ford Credit’s lease contracts for new leases in all states included a disposition fee.  Those lease contracts require the lessee to pay a disposition fee if the lessee returns the leased vehicle to Ford Credit and does not either purchase or lease another Ford or Lincoln vehicle.  From time to time, Ford Credit may waive the disposition fee for lessees who meet eligibility criteria established by Ford Credit.

 

For more details about Ford Credit’s origination and underwriting policies and procedures, you should read “Sponsor and Servicer — Origination, Underwriting and Purchasing.”

 

Servicing Experience

 

Ford Credit will be the servicer for the leases and leased vehicles in the reference pool and this securitization transaction.  Ford Credit will be responsible for all servicing functions, except that the indenture trustee will be responsible for making payments on the exchange note and to the noteholders based on information and calculations provided by the servicer.  Ford Credit has been the servicer for its public lease securitization program in the United States since its start in 2011.  None of the asset-backed securities in this program have experienced losses or events of default.  Ford Credit has not had any material instances of noncompliance with the servicing criteria in its publicly-registered securitization program for leases.

 

Ford Credit services all the leases it originates, including leases allocated in securitizations.  Ford Credit uses technologies and has comprehensive online servicing policies and procedures that ensure common servicing practices and procedures are used for leases.  These technologies, practices and procedures are described in “— Servicing and Collections” below.  Servicing personnel do not know if a lease they are servicing has been included in a securitization transaction.

 

Ford Credit’s servicing and collections systems maintain records for all leases, track application of payments and maintain relevant information on the lessees and account status.  The systems also capture communications with lessees and allow management to review collection personnel activities.

 

As is customary in the servicing industry, Ford Credit engages vendors, which may be affiliates, to perform some servicing processes.  These processes include processing monthly lockbox payments from lessees, providing telephonic and internet payment systems, reviewing titles of leased vehicles for accuracy, imaging lease documents, storing paper and electronic leases, providing lessee communications and notifications and early stage collections support, communicating with lessees in languages other than English and performing data entry and administrative functions.  Ford Credit requires vendors to follow

 

48


 

processes set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitors them for compliance.  Vendors do not have the discretion to make decisions that would materially affect agreed on processes, amounts collected or the timing for amounts applied to lessee accounts.  Ford Credit believes these vendors could be easily replaced, if necessary.  Some vendors perform their services from locations outside the United States.

 

Ford Credit also contracts with a network of outside contractors to repossess vehicles and to collect some deficiencies for charged off accounts.  These contractors are monitored for compliance with the contracts, but due to the nature of these relationships, these contractors follow their own procedures.

 

As servicer of the securitization transaction, Ford Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports.

 

Servicing and Collections

 

General
.  Ford Credit services the leases from its centralized business centers and specialty servicing centers in the United States.  Ford Credit’s servicing operations are divided into three areas account services, collections and vehicle liquidations.  The account services area handles the processing of non-collection related customer requests.  The collections area has two main functions — early stage delinquency, which includes account maintenance, and late stage delinquency, which focuses on loss prevention.  The vehicle liquidations area manages the disposal of returned and repossessed vehicles.  Ford Credit’s collections operations are supported by workforce scheduling software, call monitoring software, auto dialing technology, collection systems and workflow operating systems.

 

Ford Credit has a centralized customer service center that handles inbound customer calls and a specialty service center for collection of charged off accounts.  Ford Credit uses specialty teams in its servicing operations for some functions such as total loss insurance claims, vehicle skip tracing, multiple account customers, accounts with bankrupt lessees and repossession reinstatements.  One or more of these functions may be located in a single center.

 

Payments and Application of Payments. 
Ford Credit encourages lessees to make payments electronically, including through direct debit, online payment applications or telephone payment.  Lessees who do not pay electronically are instructed to send their monthly payments to one of several lockbox locations.

 

Ford Credit applies almost all payments that are received before the designated processing time on each business day to a lessee’s account on the day payment is received.  By the end of the next business day, Ford Credit researches, matches and applies most payments that do not include enough information to match an account.  A specialized group at Ford Credit researches, matches and applies the remaining small number of payments that have not been matched to an account.

 

If a payment is applied to a lessee’s account but is later reversed or if a misapplied payment is reversed or corrected, an account may have negative collections for the period.

 

Lessees may prepay their leases by making partial prepayments in multiple small amounts or larger lump sum payments at any time.  These partial prepayments result in the lease being paid ahead and no payment being due for a period of time that is typically one or two months but may be longer depending on the amount of the prepayment.  Many lessees continue to make their monthly payments even though no payment is due.

 

Ford Credit also writes off the remaining amount if the lessee dies and the estate of the deceased lessee meets requirements that include returning the vehicle.

 

Behavioral Scoring Models. 
Ford Credit uses behavioral scoring models to assess the probability of payment default for each lease and implements collection efforts based on its determination of the credit risk of the lessee on the payment due date.  These models assess a number of variables including origination characteristics, customer account history, payment patterns, expected loss or severity and periodically

 

49


 

updated FICO
®
scores, if applicable.  Based on data from these models, leases are grouped by risk category for collection.  These categories determine how soon a lessee will be contacted after a payment becomes delinquent, how often the lessee will be contacted during the delinquency and how long the account will remain in early stage collections before it is transferred to late stage collections where a more experienced customer service representative follows the account until the delinquency is resolved.  Ford Credit develops new
behavioral scoring models on a regular cycle plan and regularly reviews the models
to confirm the continued business significance
and
statistical predictability of the variables.  Ford Credit
may make adjustments to improve the performance of
the behavioral scoring models between development cycles by uniformly changing the overall scores or modifying the weighting of selected variables.

 

Servicing and Collections. 
Most of the leases are paid without any additional servicing or collection efforts.  If an account becomes delinquent, Ford Credit will attempt to contact the lessee to determine the reason for the delinquency and identify the lessee’s plans to resolve the delinquency.  Ford Credit considers an account to be delinquent if more than $49.99 of a scheduled payment is past due.  Accounts with bankrupt lessees, accounts in repossession status and accounts that have been charged off are not considered delinquent because they are removed from Ford Credit’s standard servicing process or have been accelerated.  Ford Credit assesses a late fee to delinquent accounts after the grace period has ended.  Most delinquent accounts are resolved because the lessee makes the past due payment.  In limited cases, Ford Credit may offer a payment extension to allow a lessee to continue to make the normal monthly payments or the lessee may request and process a payment extension online.

 

A payment extension defers one or more past due payments and moves the scheduled lease end date by the number of months extended.  The mileage allowance and contract residual value, however, are not changed.  Payment extensions are typically granted for one month and are limited to a maximum of six months over the term of the lease.  After a payment extension, the account generally is no longer considered delinquent.  Ford Credit’s guidelines for offering a payment extension generally require that the lessee’s payment problem is temporary, the lessee has an income source for making the next payment and the lessee made at least one payment since the origination of the lease and at least six payments between payment extensions.  Payment extensions are reviewed regularly by Ford Credit’s servicing managers.  When allowed by state law, Ford Credit usually collects a fee on payment extensions equal to 30% of the base monthly payment for each month the lease is extended.

 

From time to time Ford Credit may offer goodwill extensions to lessees whose leases meet the eligibility criteria established by Ford Credit, including limits on delinquency.  For example, an extension of up to three months may be offered to lessees who live in an area affected by a natural disaster, such as a flood, hurricane, wildfire or tornado.

 

A lessee may also request a term extension.  As a result of a term extension, the current scheduled lease end date is extended and the mileage allowance and leased vehicle’s contract residual value are changed.  During a term extension, the lessee makes additional monthly payments.  A term extension is typically approved if the lessee is awaiting delivery of a new Ford or Lincoln vehicle or the lessee has other special circumstances.  If the lessee does not return or purchase the leased vehicle by the 10th day after the lease’s current scheduled lease end date, the lessee may receive a one-month term extension.  Most term extensions are for one or two months and term and payment extensions in total generally do not exceed twelve months.  However, from time to time, Ford Credit may offer promotional term extensions to lessees awaiting delivery of a new Ford or Lincoln vehicle or with other special circumstances who meet eligibility criteria established by Ford Credit for a period of time that, combined with the lessee’s previous term and payment extensions, may exceed twelve months. To be eligible for a term extension, the lessee cannot be in default.  If a term extension is granted, the lessee may return the vehicle at any time during the extension period without responsibility for the remaining extended term.

 

Ford Credit may allow a lessee to change the monthly payment due date typically by not more than 30 days over the life of the lease, if, for example, the day on which the lessee is paid by their employer changes.  A due date change is generally not allowed for delinquent accounts and may not be used to bring an account current.  A due date change is not considered to be a payment extension.

 

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Occasionally, Ford Credit allows a change to the lessees on the lease by releasing a co-lessee or adding a new lessee who may assume the lease with the original lessee either still obligated or released from the terms of the lease.  In rare instances, Ford Credit may permit a substitution of the leased vehicle with a vehicle of similar value.

 

In limited circumstances, Ford Credit may cancel its purchase of a lease if there are mistakes that cannot be corrected or to resolve an issue with a customer.  In this case, all payments and fees are reversed, the lease is returned to the dealer and the collateral agent’s lien on the leased vehicle is released.

 

Ford Credit uses periodic management reports on delinquencies, extensions, reschedules and other measurements and operating audits to maintain control over the use of collection actions.  Ford Credit regularly tests new servicing procedures on controlled portions of its leases to develop and refine its servicing procedures.  Areas tested include timing and frequency of collection calls and when it is more effective for the early stage delinquency team or the late stage delinquency team to contact the lessee.  If a test shows that a new procedure is an improvement over the existing procedure, the new servicing procedure is applied to the entire portfolio.  Ford Credit’s servicing policies and procedures may change over time.

 

Customer Service and Complaint Handling. 
Ford Credit provides general account services to customers who contact its centralized customer service center by phone, email, or in writing.  Services provided include processing address and due date changes, handling title paperwork if the customer moves to a different state, providing account payoff information and early stage collection support.  The customer service center also supports Ford Credit’s online account manager application that allows customers to manage their accounts by making payments and updating their information, such as address and phone number.

 

Ford Credit sometimes receives complaints from customers about the origination and servicing of their leases, including complaints about the dealer that leased the vehicle to the customer.  Customer complaints are handled by customer service and collections personnel, including a dedicated customer relations team, who are experienced and authorized to resolve customer issues.  These personnel use a defined escalation process to ensure customers have a means to further address concerns.  All complaints received are entered into a complaint tracking system for tracking, reporting and regulatory purposes.  Reports are monitored by senior operations management to promote uniform, consistent, and timely handling and to identify and implement process improvements.

 

Vehicle Maintenance; Excess Mileage and Excess Wear and Use. 
The lessee is responsible for maintenance, repair, service and operating expenses of the leased vehicle during the term of the lease.  The lessee is also responsible if the vehicle is lost, stolen or seized by a government agency.

 

If the lessee returns the leased vehicle, the lessee is required to pay for any excess mileage and the estimated cost to repair any excess wear and use.  Excess mileage is a charge for each mile the vehicle has been driven in excess of the mileage limit in the lease.  Excess wear and use generally includes missing or inoperative equipment, parts or accessories or damage to the leased vehicle’s body, interior, lights, trim or paint.  If the lessee does not pay all of the excess mileage or excess wear and use charges when the vehicle is returned, Ford Credit will continue efforts to collect these amounts.  Ford Credit may offer marketing programs to pay a limited portion of these amounts on behalf of a returning lessee who meets eligibility criteria established by Ford Credit.

 

If the lessee buys an excess wear and use waiver contract at the beginning of the lease, the lessee will be released from the obligation to pay excess wear and use charges up to $5,000 for Ford vehicles and up to $10,000 for Lincoln vehicles.  Ford Credit has an insurance policy under which it collects amounts that lessees are released from paying under these excess wear and use waiver contracts.

 

In a small number of leases, the lessee purchases prepaid mileage at the beginning of the lease.  In this case, if the lessee returns the leased vehicle, Ford Credit will refund to the lessee the cost of any unused prepaid miles.

 

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Lease End Communication. 
About four to five months before the current scheduled lease end date of a lease, Ford Credit will notify the lessee of the current scheduled lease end date, the lessee’s options and obligations at lease end, the vehicle inspection process and information about new Ford and Lincoln vehicles.  The dealer through which the lessee obtained the lease and/or Ford Credit may also contact the lessee near the current scheduled lease end date to determine whether the lessee intends to purchase the leased vehicle or to return the leased vehicle and to answer any lessee questions.

 

Because the leases are closed-end leases, the titling company, not the lessee, assumes the residual risk on the leased vehicle.  The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease which equals the contract residual value plus a fee of up to $500 and other amounts owed under the lease.  If the lessee decides not to purchase the leased vehicle, the lessee must return it to the dealer by the lease’s current scheduled lease end date and, if applicable, pay the disposition fee.

 

If the lessee does not return or purchase the vehicle by the 10th day after the lease’s current scheduled lease end date, the lessee may be responsible for additional monthly payments until the leased vehicle is returned, repossessed or purchased.

 

Vehicle Inspection. 
If the lessee returns the leased vehicle, the vehicle is inspected to determine its condition.  An inspection may occur up to 45 days before the current scheduled lease end date and is usually conducted by a third party inspection company.  At the time of the inspection the lessee is typically given a vehicle condition report that states the amount the lessee must pay for excess wear and use on the leased vehicle.  If the vehicle inspection is not completed before the vehicle is returned, the vehicle will be inspected shortly after it is returned.

 

Vehicle Disposal. 
Ford Credit works with the vehicle remarketing department of Ford to manage the disposition of returned vehicles and seeks to maximize net sale proceeds, which equal gross auction proceeds less auction fees and costs for reconditioning and transporting the vehicles.  Ford Credit sells returned leased vehicles through two primary channels, over the internet directly to dealers and through physical auctions.  On average, returned leased vehicles are sold within 25 to 35 days of return.

 

Ford Credit uses a proprietary vehicle pricing model to establish an expected price for each vehicle based on recent prices of similar vehicles at physical auctions and taking into account options included on the vehicle, mileage and any excess wear and use.  In a small number of cases, including limited vehicle models or new vehicle models where there is not sufficient auction sale information available, prices are set using a manual pricing process with input from an experienced pricing analyst.

 

After the price is established, Ford Credit generally offers returned vehicles for sale first using an online remarketing application called Accelerate, through which eligible dealers may purchase returned vehicles over the internet before they are shipped to auction.  Ford Credit may decide to ship vehicles more quickly to auction for a variety of reasons including insufficient space on dealer lots, which can be impacted by weather and the volume of returned vehicles.  In general, returned vehicles are sold through Accelerate within seven business days of their return.  By selling returned vehicles through Accelerate, the titling company receives a price similar to that expected at auction, without incurring transportation, reconditioning and auction expenses or waiting for the next scheduled physical auction.  If a vehicle is sold on Accelerate, Ford Credit collects the proceeds electronically.

 

In addition, Ford sponsors a marketing program to incentivize Lincoln dealers to purchase returned leased vehicles through Accelerate, certify those vehicles and sell them to customers under a certified pre-owned program.  Under this program, Ford Credit uses the same proprietary model to establish the price of the returned leased Lincoln vehicles as it uses for other vehicles and Ford pays the incentive on the sale of the returned leased vehicle to the customer. The percentage of eligible vehicles purchased through Accelerate has been between 29% and 33%.

 

Vehicles not sold on Accelerate are
shipped to a Ford-sponsored auction in the United States.  Vehicles are typically shipped to the closest auction site, but Ford’s vehicle remarketing group uses a proprietary model to determine whether to ship the vehicle to another region to maximize net sale proceeds.  At each auction site, each vehicle is inspected by trained auction personnel.  As part of the inspection, the auction

 

52


 

personnel provide an assessment of the condition of the vehicle and make recommendations for any repairs to improve the condition to maximize auction value.  The Ford vehicle remarketing area manager decides whether to make the repairs and oversees vehicle repairs and reconditioning.  Most of the vehicles, including the ones in the best condition, are offered first in Ford-sponsored auctions open only to Ford dealers and may subsequently be offered in auctions open to every dealer.  The remarketing area manager may declare a ‘no sale’ for any vehicle because the bid amount did not match the minimum amount expected for a vehicle.  These vehicles are auctioned at a later date to maximize net sale proceeds.  The Ford-sponsored auctions also offer vehicles through an online remarketing process in between physical auctions and offer a real-time webcast of physical auctions that allow internet bidders to participate.  After a vehicle is sold at auction, Ford Credit collects the net sale proceeds electronically.

 

Early Termination by Lessee. 
A lessee may terminate a lease before making the originally scheduled number of payments.  If the lessee terminates the lease early, the lessee may either return or purchase the leased vehicle.

 

If the
lessee returns the vehicle early, the lessee must pay the money owed under the lease, including any remaining monthly payments, plus any charges for excess mileage and excess wear and use and, if applicable, a disposition fee.  Alternatively, the lessee may pay the amount by which the unpaid balance on the lease (including any remaining monthly payments and the contract residual value of the leased vehicle) exceeds the wholesale value of the vehicle, plus any applicable early termination fee.  At the lessee’s option, the vehicle’s wholesale value is determined by negotiation between the dealer and the lessee, by appraisal or by selling the vehicle at wholesale.  If the dealer negotiates a price with the lessee, the dealer must purchase the vehicle for the unpaid balance on the lease.

 

Ford Credit allows the estate of a deceased lessee to terminate the lease early without requiring additional payments, subject to certain requirements including returning the leased vehicle.

 

Early Termination Program. 
To encourage new vehicle sales or to pull leased vehicle returns into periods when vehicle resale prices are expected to be higher, Ford may allow selected lessees to terminate their leases early without making a stated number of remaining monthly payments.  These programs are generally offered either nationally or regionally to lessees based on the vehicle model they lease and the period during which their lease is scheduled to terminate.  To be eligible to participate, a lessee must lease or buy a new Ford or Lincoln vehicle and finance it through Ford Credit.  If a lessee accepts the offer, the dealer must pay Ford Credit the total of the monthly payments that are waived under the program.  The lessee must pay any other amounts owed under the lease, including any unwaived remaining monthly payments, excess mileage or excess wear and use charges.  Ford reimburses the dealer for the dealer payment.  A dealer is under no obligation to participate in the program. The rate of participation in Ford’s early lease termination programs from lessees has been between 14% and 19%.

 

Repossession and Charge Off. 
Ford Credit makes reasonable efforts to collect on delinquent accounts and to keep leases current.  Repossession is considered only after other collection efforts have failed.  While some delinquent lessees voluntarily surrender their vehicles to Ford Credit, self-help repossession is the method used by Ford Credit in most cases and usually occurs by an independent contractor taking possession of the leased vehicle.  On average, Ford Credit repossesses the vehicle when the account is between 60 and 70 days delinquent, but may do so earlier or later depending on the risk of the account or other circumstances.  Following repossession, the lessee may reinstate their lease in some states under a mandatory reinstatement right before the vehicle is sold.  To minimize credit losses, Ford Credit may allow some lessees to reinstate their leases in states where there is no mandatory reinstatement right.

 

The vast majority of repossessed vehicles are sold at a physical or online auction and the net sale proceeds are applied to the outstanding balance of the lease.  As with returned vehicles, Ford Credit works with the vehicle remarketing department of Ford to manage the disposal of repossessed vehicles and seeks to maximize net sale proceeds.  On average, vehicles are sold at auction within 30 to 40 days of repossession.  A small number of repossessed vehicles are sold through other means.  For example, some heavily damaged vehicles are sold for salvage or scrap and some vehicles may be sold directly to an insurance company if a claim has been filed on the repossessed vehicle.

 

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After standard collection efforts are exhausted and all collections, including net sale proceeds, refunds on cancelled service contracts and insurance products and insurance claims are applied, Ford Credit charges off any remaining balance owed by the lessee.  In a limited number of cases, a lessee or a leased vehicle cannot be located after skip tracing and the lease is charged off as a skip account.

 

Ford Credit continues to pursue collection of deficiency balances and skip accounts after charge off through its specialty service center for charged off leases.  Collection activities generally are continued until the lease is paid or settled in full, the lease is determined to be uncollectible due to bankruptcy of the lessee, or the lessee dies and the estate of the deceased lessee meets certain requirements that include returning the vehicle or the statute of limitations expires.  After several cycles of collection activity on charged off leases, Ford Credit may sell them as a final effort to realize value.  Ford Credit may decide not to pursue further collection of the lease if the expected cost of collection exceeds the balance owed by the lessee.

 

Ford Credit may give up ownership of the leased vehicle and release the title to an insurer to receive proceeds from insurance covering the vehicle, as part of a discounted settlement of the lease or in connection with abandoning its rights in the leased vehicle, in each case according to its policies and procedures.

 

Total Loss — Deficiency Waiver. 
A lease account is considered a total loss when the leased vehicle has been damaged beyond repair or stolen.  When a lessee maintains proper insurance, Ford Credit waives the lessee’s responsibility for any deficiency between the amount remaining due on the lease and the insurance settlement.  A lessee is only responsible for the insurance deductible, any past-due monthly payments, prior unrepaired damage, plus any other amount due before the date of loss.  If the lessee does not maintain proper insurance or the claim is denied, the deficiency will not be waived and the lessee will be responsible for all amounts due.

 

Bankruptcy Accounts
.  When Ford Credit is notified that a lessee has filed for bankruptcy, the account is moved to its specialty team that handles accounts with bankrupt lessees.  Restrictions of the U.S. federal bankruptcy laws, including the automatic stay, generally prohibit Ford Credit from taking any collection action against the lessee or the leased vehicle without court approval.  In both Chapter 7 and Chapter 13 bankruptcies, most lessees must assume their obligations under the lease in order to retain the leased vehicle.  If a lease is assumed in a Chapter 7 bankruptcy, the lessee is bound by the lease after completion of the Chapter 7 bankruptcy and the lease is returned to normal servicing after the lessee is discharged from bankruptcy.  If a lease is assumed as part of a Chapter 13 bankruptcy, the lessee and the leased vehicle remain subject to bankruptcy protection for the length of the plan.  The typical plan of reorganization in a Chapter 13 bankruptcy lasts from two to five years.  The payments required on an assumed lease will be the same as the original lease payments.  No modifications of a lease are permitted.  In some Chapter 13 cases, a debtor may be given a period of time in which to correct pre-bankruptcy payment defaults, typically six to twelve months.  A debtor who assumes a lease as part of a Chapter 13 bankruptcy may be held responsible for excess mileage charges, excess wear and use charges and a disposition fee or any deficiency balance on the lease.

 

Portfolio Residual Performance, Delinquency, Repossession and Credit Loss Information

 

The following tables show Ford Credit’s residual performance, delinquency, repossession and credit loss information for its portfolio of leases, including leases in reference pools that Ford Credit continues to service.  Residual performance, delinquencies, repossessions or credit losses may be influenced by a variety of economic, social, geographic and other factors beyond the control of Ford Credit.  It is not certain that the residual performance, delinquency, repossession or credit loss information of a particular pool of leases will be similar to the historical information shown below or that any trends shown in the tables will continue for any period.

 

54


 

Residual Performance Information

 

 

 

Three Months Ended
March 31,

 

Year Ended December 31,

 

 

2019

 

2018

 

2018

 

2017

 

2016

 

2015

 

2014

Number of Leases Terminated

 

76,863 

 

88,851 

 

363,568 

 

365,618 

 

318,122 

 

245,392 

 

248,030 

Number of Vehicles Returned and Sold

 

55,144 

 

66,563 

 

271,352 

 

280,741 

 

238,410 

 

174,437 

 

186,320 

Return Rate

 

71.74% 

 

74.92% 

 

74.64% 

 

76.79% 

 

74.94% 

 

71.09% 

 

75.12% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vehicles Returned and Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Adjusted MSRP

 

$37,959 

 

$36,644 

 

$37,194 

 

$35,462 

 

$35,050 

 

$34,878 

 

$34,419 

Average ALG Base Residual Value

 

17,835 

 

18,077 

 

17,972 

 

17,531 

 

17,853 

 

18,223 

 

17,997 

Average Residual Loss (Gain)

 

(210) 

 

(516) 

 

(875) 

 

(240) 

 

14 

 

(733) 

 

(588) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residual Loss (Gain) as a % of
Adjusted MSRP
(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Car

 

0.80% 

 

1.86% 

 

0.01% 

 

4.37% 

 

5.95% 

 

4.59% 

 

5.09% 

CUV

 

(0.37) 

 

(3.97) 

 

(3.59) 

 

(4.60) 

 

(4.37) 

 

(5.60) 

 

(5.71) 

SUV
(2)

 

(1.87) 

 

(3.31) 

 

(3.53) 

 

(2.46) 

 

(2.36) 

 

(5.80) 

 

(6.12) 

Truck

 

(0.77) 

 

(0.95) 

 

(2.97) 

 

(3.61) 

 

(4.38) 

 

(10.18) 

 

(10.89) 

Average

 

(0.55)%

 

(1.41)%

 

(2.35)%

 

(0.68)%

 

0.04%

 

(2.10)%

 

(1.71)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residual Loss (Gain) as a % of
ALG Base Residual Value
(3)

 

(1.18)%

 

(2.86)%

 

(4.87)%

 

(1.37)%

 

0.08%

 

(4.02)%

 

(3.27)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terminated Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Contract Residual Value as a
% of Adjusted MSRP
(4)

 

53.87% 

 

55.21% 

 

54.81% 

 

56.08% 

 

57.31% 

 

58.65% 

 

58.83% 

Average ALG Base Residual Value as a
% of Adjusted MSRP
(5)

 

46.94% 

 

49.14% 

 

48.21% 

 

49.35% 

 

50.59% 

 

51.66% 

 

51.80% 

Contract Residual Value Higher
(Lower) than ALG Base Residual Value

 

6.92ppts

 

6.07ppts

 

6.60ppts

 

6.73ppts

 

6.72ppts

 

6.99ppts

 

7.03ppts

 

_______________

 

(1)
          
T
he percentage equivalent to the average residual loss (gain) for leased vehicles of each vehicle type that were returned and sold, divided by the average adjusted MSRP for those vehicles. The vehicle types do not include a small number of vehicles that are not manufactured by Ford or for which Ford Credit does not have a valid vehicle identification number.

(2)
          
Explorers and Escapes are classified as SUV regardless of model year.

(3)
          
The percentage equivalent to the average residual loss (gain) for leased vehicles that were returned and sold, divided by the average ALG base residual value for those vehicles.

(4)
          
The percentage equivalent to the average contract residual value for leased vehicles that terminated during the period, divided by the average adjusted MSRP of those vehicles.

(5)
          
The percentage equivalent to the average ALG base residual value for leased vehicles that terminated during the period, divided by the average adjusted MSRP of those vehicles.

 

Residual Performance
Changes in the number of leases terminated in a period reflect increases or decreases in originations 24 to 48 months prior to the relevant period based on the average lease terms of Ford Credit’s leases and Ford-sponsored marketing programs that impact the terms of the lease such as early lease termination programs and promotional term extensions.  As used in the table above, “terminated leases” are leases for which (1) the related leased vehicle was returned during the period and sold by March 31, 2019, (2) the related leased vehicle was purchased under the lease during the period or (3) the lessee defaulted during the period.

 

“Vehicles returned and sold” refers to the terminated leases that are returned during the period and sold by March 31, 2019.  The return rate and the average residual loss on vehicles returned and sold in 2014 were impacted by higher participation rates in early lease termination programs, lessees choosing to purchase or lease new Ford or Lincoln vehicles with refreshed body styles and more shorter-term leases terminating, which are more frequently returned than longer term leases.  The return rate and the average residual loss on vehicles returned and sold decreased in 2015 due to a higher number of longer-term leases terminating and lower fuel prices increasing the value of light trucks, SUVs and CUVs, partially offset by decreased auction values on cars.  The return rate and the average residual loss on vehicles returned and sold increased in 2016 due primarily to higher return volume and lower auction values on smaller vehicles and moderation of auction values on light trucks, SUVs and CUVs.  In 2017, the return rate increased, but on average there were residual gains because auction values on cars, SUVs and CUVs were higher. In 2018, the return rate decreased and average residual gains on vehicles increased because of an increased

 

55


 

demand for used vehicles and higher auction values for cars and SUVs. Auction values remain variable and can be seasonal.

 

During the periods covered in the table above, the average adjusted MSRP increased as a result of increased customer demand for light trucks and SUVs, and higher-series and higher-trim vehicles of all vehicle types with more options and additional features.

 

Residual losses as a percentage of adjusted MSRP and residual losses as a percentage of ALG base residual value increased in 2016 due to a higher supply of off-lease vehicles and lower auction values on cars, leading to greater residual losses on that vehicle type, and lower auction values on light trucks, SUVs and CUVs, moderating residual gains on those vehicle types.  Residual losses as a percentage of adjusted MSRP and residual losses as a percentage of ALG base residual value both decreased in 2017, leading to residual gains in both cases, due to a variety of factors, including lower average ALG base residual value, fewer cars going through auction and higher levels of replacement vehicle demand as a result of two major hurricanes that occurred in the third quarter of 2017.  Residual gains as a percentage of adjusted MSRP and residual gains as a percentage of ALG base residual value continued to increase in 2018 due to increased demand for used vehicles and higher auction values for cars and SUVs.  Since then, residual gains as a percentage of adjusted MSRP and residual gains as a percentage of ALG base residual value have decreased because demand for used vehicles and auction values have decreased.

 

The table above titled “Residual Performance Information” excludes information about any lease with a leased vehicle that was returned but not sold by March 31, 2019.

 

References to ALG base residual value in the table represent ALG’s forecasts of the value of used vehicles in the future.  For more information about these values and the factors that are used to determine them, you should read “Risk Factors — Residual value losses may result in losses on your notes” and
“Risk Factors — Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn
.”
  The residual losses for a particular pool of leases originated in any period may differ from that shown in the table above.

 

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Delinquency, Repossession and Credit Loss Information

 

 

 

Three Months Ended
March 31,

 

Year Ended December 31,

 

 

2019

 

2018

 

2018

 

2017

 

2016

 

2015

 

2014

Average number of leases outstanding
(1)
 

 

1,023,853

 

1,007,357

 

1,018,021

 

1,005,542

 

974,580

 

841,005

 

704,275

Average portfolio outstanding (in millions)
(2)
 

 

$28,109

 

$26,785

 

$27,451

 

$26,586

 

$25,506

 

$22,066

 

$18,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delinquencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of delinquencies
(3)(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 - 60 days

 

7,049

 

7,352

 

7,509

 

7,731

 

7,436

 

6,265

 

5,802

61 - 90 days

 

725

 

788

 

731

 

870

 

823

 

585

 

557

91 - 120 days

 

53

 

62

 

52

 

98

 

103

 

59

 

49

Over 120 days

 

14

 

6

 

9

 

13

 

16

 

8

 

5

Average number of delinquencies as a percentage of average number of leases outstanding
(3)(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 - 60 days

 

0.69%

 

0.73%

 

0.74%

 

0.77%

 

0.76%

 

0.74%

 

0.82%

61 - 90 days

 

0.07%

 

0.08%

 

0.07%

 

0.09%

 

0.08%

 

0.07%

 

0.08%

91 - 120 days

 

0.01%

 

0.01%

 

0.01%

 

0.01%

 

0.01%

 

0.01%

 

0.01%

Over 120 days

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

Aggregate balance of delinquent leases as a percentage of average portfolio outstanding
(3)(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 - 60 days

 

0.42%

 

0.61%

 

0.85%

 

0.73%

 

0.81%

 

0.80%

 

0.89%

61 - 90 days

 

0.04%

 

0.04%

 

0.08%

 

0.08%

 

0.09%

 

0.08%

 

0.07%

91 - 120 days

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.01%

 

0.01%

 

0.01%

Over 120 days

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repossessions and Credit Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repossessions as a percentage of average number of leases outstanding
(8)

 

0.62%

 

0.81%

 

0.69%

 

0.79%

 

0.72%

 

0.63%

 

0.66%

Aggregate net losses (gains) (in millions)
(6)

 

$24

 

$22

 

$86

 

$102

 

$83

 

$51

 

$39

Net losses (gains) as a percentage of average portfolio outstanding
(6)(8)

 

0.34%

 

0.34%

 

0.31%

 

0.38%

 

0.33%

 

0.23%

 

0.21%

Net losses (gains) as a percentage of gross liquidations
(6)(7)(8)

 

0.75%

 

0.77%

 

0.72%

 

0.87%

 

0.79%

 

0.59%

 

0.50%

Number of leases charged off

 

4,505

 

4,682

 

18,104

 

17,953

 

16,415

 

11,838

 

8,907

Number of leases charged off as a percentage of average number of leases outstanding
(8)

 

1.76%

 

1.86%

 

1.78%

 

1.79%

 

1.68%

 

1.41%

 

1.26%

Average net loss (gain) on leases charged off
(6)

 

$5,231

 

$4,798

 

$4,769

 

$5,701

 

$5,081

 

$4,308

 

$4,421

 

_______________

 

(1)
    
Average of the number of leases outstanding at the beginning and end of each month in the period.

(2)
    
Average of the aggregate balance of leases outstanding at the beginning and end of each month in the period.

(3)
    
The period of delinquency is the number of days that more than $49.99 of a scheduled monthly payment is past due, excluding accounts with bankrupt lessees and accounts that have been repossessed or charged off.

(4)
    
Average of the number of leases delinquent at the beginning and end of each month in the period.

(5)
    
Aggregate balance at the end of the period over the aggregate balance of all leases outstanding at the end of the period.

(6)
    
Net losses include the aggregate balance ((i) lease and other charges, plus (ii) external costs associated with repossession and disposition of vehicles incurred both before and after charge off, plus (iii) external costs associated with continued collection efforts incurred after charge off) of all leases that the servicer determined to be uncollectible in the period less any amounts received in the period on leases charged off in the period or any earlier periods.  Net losses also include the excess mileage charges and the estimated cost to repair any excess wear and use that the lessee does not pay when the vehicle is returned, less any amount received in the period for excess mileage and excess wear and use.  In addition, net losses include the estimated loss recorded at the time a vehicle is repossessed and this estimated loss is adjusted to reflect the actual loss after the vehicle is sold.  Realized losses for

 

57


 

a securitized pool of leases for any period include the aggregate lease balance ((i) remaining total securitization value, (ii) external costs associated with repossession and disposition of vehicles incurred both before and after charge off and (iii) external costs associated with continued collection efforts incurred after charge off) of all leases that the servicer determined to be uncollectible in the period less any amounts received in the period on leases charged off in the period.  Therefore, realized losses for a securitized pool of leases may be higher or lower than net losses for those leases
.

(7)
    
Gross liquidations are cash payments and charge offs that reduce the outstanding balance of a lease.

(8)
    
For non-annual periods, the percentages are annualized.

 

Delinquencies, Repossessions and Credit Losses
.
  From 2015 through the end of 2017, net losses as a percentage of average portfolio outstanding increased primarily due to higher loss severity resulting from higher balances at repossession offset partially by increased collections of lease end charges from prior periods. During 2018, net losses as a percentage of average portfolio outstanding decreased primarily due to increased demand for used vehicles and higher auction values.

 

The number of leases charged off and the number of leases charged off as a percentage of average number of leases outstanding increased from 2015 through the end of 2017, in part, due to a higher number of instances of not recovering the collateral.

 

The average net loss on leases charged off decreased slightly in 2015 primarily because of an increase in the amount of lease end charges collected on returned leased vehicles.  In addition, beginning in December 2015, an increased supply of used vehicles in the auction market began contributing to weakness in used vehicle prices, which caused average net loss on leases charged off to increase.  The average net loss on leases charged off increased in 2016 and 2017 primarily due to higher balances at repossession due to both the lower average number of months in the portfolio before repossession and longer weighted average original term. However, the average net loss on leases charged off decreased in 2018 primarily due to increased demand for used vehicles and higher auction values.  Auction values remain variable and can be seasonal.

 

Delinquencies, repossessions and credit losses are shown as a percentage of Ford Credit’s lease portfolio in the table above.  Over the periods shown, the portfolio size increased as new leases were originated and decreased as existing leases were paid down or liquidated.  The delinquency, repossession and credit loss percentages for a particular pool of leases originated in any period may differ from the portfolio percentages shown in the table above.

 

Material Changes to Servicing Policies and Procedures

 

In July 2014, Ford Credit completed a consolidation of its bankruptcy specialty center into an existing business center due to a decline in accounts with bankrupt lessees and the ability to more efficiently provide service to customers in all time zones.

 

As part of its regular cycle plan, Ford Credit launched new consumer behavioral scoring models in February 2018.  Ford Credit launched new commercial behavioral scoring models for its commercial portfolio in February 2016 and again in January 2019.

 

For more details about Ford Credit’s servicing policies and procedures, you should read “Sponsor and Servicer — Servicing and Collections.”

 

Like-Kind Exchange Program

 

Ford Credit and the titling companies engage in a like-kind exchange program, or “LKE program,” for the lease portfolio.  The LKE program was designed to permit Ford Credit to defer recognition of taxable gain on the sale of a returned or repossessed leased vehicle for federal and state income tax purposes, although such deferral is no longer permitted for federal income tax purposes as described below.  The documents governing the LKE program require the net sale proceeds to be assigned to, and deposited directly with, a qualified intermediary rather than being paid directly to Ford Credit, as servicer.  The qualified intermediary uses the net sale proceeds to purchase additional
leased vehicles on behalf of the titling companies.  Under the credit and security agreement, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale.  Ford Credit, as servicer, must deposit an amount equal

 

58


 

to the net proceeds in the collection account under the servicing agreement.  Ford Credit does not expect the LKE program to have an impact on the amount and timing of any payment of net sale proceeds to be received by the holder of an exchange note.  Ford Credit intends to terminate the LKE program if a servicer termination occurs.

 

The Tax Cuts and Jobs Act changed federal tax law in a manner that eliminated the ability of Ford Credit and the titling companies to use the LKE program to defer taxable gains on Ford Credit’s lease portfolio for federal income tax purposes.  As a result, Ford Credit and the titling companies may decide to end the LKE program at any time.  However, since some state tax laws still permit such deferral, Ford Credit and the titling companies may also continue some or all of the procedures described above in order to defer recognition of taxable gain for state income tax purposes.

 

For more information about the Tax Cuts and Jobs Act, you should read “Risk Factors — Changes to the U.S. federal income tax laws may adversely affect the market value of your notes and/or limit your ability to resell your notes.”

 

Demands to Reallocate Leases and Leased Vehicles – Prior Securitized Pools

 

The transaction documents for prior securitizations of leases and leased vehicles sponsored by Ford Credit require Ford Credit to reallocate a lease or leased vehicle from the related reference pool for breach of a representation made about a lease and leased vehicle that has a material adverse effect on the lease or leased vehicle and is not corrected before the date the lease is required to be reallocated.  During the three year period ended June 30, 2019, neither Ford Credit nor any of the depositors, the indenture trustees or the owner trustees for those securitizations received a demand to reallocate a lease or leased vehicle from the reference pool in those securitizations.  Ford Credit, as securitizer, discloses all reallocation demands and related activity on SEC Form ABS-15G.  Ford Credit filed its most recent Form ABS-15G for reallocation requests related to the three year period ended December 31, 2018, with the SEC on February 6
, 2019
.  Ford Credit’s CIK number is 0000038009.

 

Static Pool Information – Prior Securitized Pools

 

Annex B contains static pool information about prior amortizing reference pools of leases and related leased vehicles that were securitized by Ford Credit.  The information in Annex B consists of summary information about the original characteristics of the prior securitized pools, prepayment, delinquency, termination and loss data and as a graphical presentation of the data.  The original characteristics of the prior securitized pools may differ somewhat from each other and from the characteristics of the reference pool in this securitization transaction.  This is because Ford Credit’s portfolio of leases and leased vehicles, from which the reference pools are selected, changes over time.  Despite these differences, the prior securitized pools are generally comparable to the reference pool in this securitization transaction because these changes have not been significant and Ford Credit’s origination, underwriting and purchasing policies and servicing policies have been generally consistent over time.

 

Based on Ford Credit’s experience, the characteristics that are expected to most significantly influence the performance of a securitized pool of leases and leased vehicles are FICO
®
 scores, lease-to-value ratios and payment-to-income ratios of the contracts, the residual value effect on the payment amount, and resale values on leased vehicles disposed by Ford Credit.  A securitized pool with lower FICO
®
 scores or with higher lease-to-value and payment-to-income ratios may perform worse comparatively.  Given the consistency of these characteristics across the prior securitized pools and the reference pool in this securitization transaction, any difference in performance in the reference pool compared to prior securitized pools may be more influenced by general macroeconomic conditions than differences in these characteristics.  In addition, while the historical loss performance of commercial use contracts has been comparatively better than for personal use contracts, commercial use lessees are generally small businesses or self-employed and may experience more severe loss performance in an economic or industry specific downturn.

 

In addition, although the selection criteria used for the leases in the prior securitized pools have changed over time, these changes do not diminish the general comparability of the prior securitized pools to the

 

59


 

reference pool in this securitization transaction.  Prepayments, delinquencies, terminations or losses for the reference pool in this securitization transaction may differ from the information shown in Annex B for prior securitized pools.

 

REFERENCE POOL

 

The following description of the reference pool summarizes parts of the transaction documents, including the exchange note purchase agreement, the servicing supplement, the indenture and the asset representations review agreement, but is not a complete description of these agreements.  For more details about the transaction documents, you should read the forms of the transaction documents that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

 

Trust Assets

 

The primary asset of the trust will be an exchange note issued by the titling companies to Ford Credit under the credit and security agreement.  The exchange note will be backed by the reference pool of car, light truck and utility vehicle leases and leased vehicles purchased by the titling companies from dealers.  On the closing date, the titling companies will issue the exchange note to Ford Credit, Ford Credit will sell the exchange note and other related assets to the depositor and the depositor will sell the exchange note and other related assets to the trust.  The trust assets will be pledged by the trust to the indenture trustee for the benefit of the noteholders.

 

The trust assets will be:

 

·
                
the exchange note and all amounts paid or due on it on and after the cutoff date,

 

·
                
rights to funds and investments in bank accounts relating to the notes,

 

·
                
rights under the transaction documents, including:

 

·
                 
rights for the reallocation of certain leases and leased vehicles, including ineligible leases,

 

·
                 
rights for any servicer advances, and

 

·
                 
rights to credit enhancement for the notes, and

 

·
                
all proceeds of the above.

 

Selection of Reference Pool

 

The leases and leased vehicles in the reference pool were randomly selected by Ford Credit from its U.S. portfolio of leases that met the selection criteria as of the cutoff date.  Ford Credit did not use selection procedures believed to be adverse to the holder of the exchange note in selecting the leases and leased vehicles in the reference pool from other leases and leased vehicles.  The selection criteria include that each lease and/or leased vehicle:

 

·
                 
has an original term of not more than 48 months,

 

·
                 
was a new car, light truck or utility vehicle at the beginning of the lease,

 

·
                 
is currently not more than 30 days delinquent as of the cutoff date (Ford Credit considers a lease delinquent if more than $49.99 of a monthly payment is overdue) although it may have been more than 30 days delinquent in the past,

 

·
                 
has not been
granted
payment extensions of more than three months as of the cutoff date, and

 

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·
                 
is not subject to a
bankruptcy
proceeding as of the cutoff date.

 

Ford Credit’s portfolio of leases available for this securitization program changes over time as a result of changes in Ford Credit’s origination, underwriting and purchasing policies, Ford-sponsored marketing programs and Ford Credit’s allocation of leases in securitization and other funding transactions and programs, some of which may use different selection criteria than this program.  Ford Credit uses a single level underwriting standard and does not consider any of the leases and leased vehicles to be exceptions to its underwriting and purchasing standards described in “Sponsor and Servicer—Origination, Underwriting and Purchasing.”

 

Composition of Reference Pool

 

Information about the composition of the reference pool and the characteristics of the leases and leased vehicles in the reference pool is in Annex A.

 

Initial Asset-Level Data

 

The depositor prepared asset-level data for the reference pool, or the “initial asset-level data,” and related information and filed it with the SEC by the date of filing of this prospectus as exhibits to Form ABS-EE.  This Form ABS-EE, and any exhibits attached to the form, is incorporated by reference into this prospectus.  The initial asset-level data contains detailed information for each lease and leased vehicle about its identification, origination, lease terms, lessee, payment activity, servicing and status.  Certain data in the initial asset-level data, such as data related to scheduled termination dates and vehicle types, may not match the data provided in this prospectus due to differences in how this data is required to be reported for the initial asset-level data and how this data is reported for this prospectus.  Investors should carefully review the initial asset-level data and related information attached as exhibits to Form ABS-EE.

 

For more details about the monthly asset level data, you should read “Monthly Reports.”

 

Depositor Review of Reference Pool

 

The depositor performed a review of the leases and leased vehicles in the reference pool designed and effected to provide reasonable assurance that the disclosures about the reference pool in this prospectus, including the initial asset-level data, are accurate in all material respects.  This review consisted of a statistical data review, a lease review, reviews of data and information by securitization funding personnel and reviews of factual information by senior management and legal office personnel of Ford Credit, and is supported by Ford Credit’s business and systems control processes.  The depositor consulted with, and was assisted by, responsible personnel of Ford Credit in performing the review.  The depositor also engaged a third party to assist it in its statistical data review and the lease review using procedures designed and established by the depositor and determined by the depositor to be sufficient for purposes of its review of the reference pool.  The depositor takes full responsibility for the review of the reference pool, the work performed by Ford Credit and third parties and the findings and conclusions of that review.

 

The depositor completed a multistep quality assurance review of the reference pool selected for this securitization transaction in which Ford Credit securitization funding personnel applied systemic and manual filters to confirm that the leases and leased vehicles in the reference pool meet the selection criteria described in “Reference Pool — Selection of Reference Pool” as of the cutoff date.  As part of the reference pool selection process, certain data and information about the reference pool that was transferred from Ford Credit’s receivables system and other system sources to Ford Credit’s securitization system, including the initial asset-level data, was systematically verified back to the source systems and the depositor found no discrepancies.

 

The reference pool composition and stratification tables and other reference pool information in “Summary — Reference Pool” and in Annex A were systematically created by Ford Credit’s securitization system or calculated from data in Ford Credit’s securitization system or other source data by Ford Credit’s securitization funding personnel.  Ford Credit securitization funding personnel reviewed and verified the data and information in these tables as consistent with the data and information from Ford Credit’s securitization

 

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system and other source data.  In addition, the data and information in these tables were recalculated and confirmed to be consistent with the data and information from the securitization system and other source data.  To the extent applicable, the data and information in these tables were confirmed to be consistent with the initial asset-level data.  The depositor found no discrepancies in the reference pool composition and stratification tables or the other reference pool information in these tables.

 

The depositor reviewed a sample of 125 lease files randomly selected from the leases in the reference pool and compared specific lease information in the sample leases relevant to the data and information about the reference pool in this prospectus to the same information in Ford Credit’s receivables system.  The depositor found 4 errors out of 2,250 data points reviewed or compared in the sample leases.  The depositor considers that the review indicates no systemic errors in the reference pool data or other errors that could have a material adverse effect on the data and information about the reference pool in this prospectus.  Receivables system data for the sample of 125 lease files was also compared against the initial asset-level data.

 

The depositor confirmed with senior management and legal office personnel of Ford Credit that they performed a comprehensive management and legal review of the information about the reference pool in this prospectus.  Senior managers and legal office personnel reviewed and confirmed as accurate the descriptions of the general information about the reference pool and how the leases in the reference pool were originated.  Ford Credit legal office personnel also reviewed and confirmed that the descriptions of the material terms of the leases in the reference pool accurately reflect the terms of the forms of leases purchased by the titling companies, that the descriptions of the legal and regulatory considerations that may materially affect the performance of the reference pool accurately reflect current federal and state law and regulations and case law precedents and that the summary of the representations and the remedies available for breach of these representations accurately reflect the terms of the securitization transaction documents.

 

The depositor’s review of the reference pool, including the initial asset-level data, is supported by Ford Credit’s extensive control processes used in the day-to-day operation of its business.  These controls include financial reporting controls required by the Sarbanes-Oxley Act, regular internal reviews of key business functions, including lease and leased vehicle purchasing, servicing and systems processing, controls to verify compliance with procedures and legal requirements, and quality assurance reviews for credit decisions, lease and leased vehicle purchases and securitization processes.  In addition, Ford Credit uses an integrated network of computer applications to ensure that information about the reference pool is accurately entered, captured and maintained in its lease and other systems and accurately transferred among its systems.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately.  All of these controls and procedures ensure integrity of data and information and accuracy of securitization disclosures.

 

After completion of the review described above, the depositor concluded that it has reasonable assurance that the disclosure about the reference pool in this prospectus, including the initial asset-level data, is accurate in all material respects.

 

Representations About Reference Pool

 

As sponsor, Ford Credit will make representations to the depositor about each lease and leased vehicle in the reference pool.  Generally, these representations relate to the origination of the lease, the characteristics of the lease and leased vehicle, legal compliance, terms of the lease and status of the lease, as well as the selection criteria described in
“—Selection of Reference Pool
above.  In addition, the representations include:

 

·
                 
each lease and
leased
vehicle in the reference pool was originated and has been serviced in compliance with law in all material respects,

 

·
                 
the applicable titling company has good title, or Ford Credit, as servicer, has begun procedures that will result in good title, to each lease and leased vehicle,

 

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·
                  
the collateral agent has a first priority perfected security interest, or Ford Credit, as servicer, has begun procedures that will result in the perfection of the collateral agent’s first priority security interest, in the related lease and leased vehicle, and

 

·
                  
each lease in the reference pool is the enforceable payment obligation of the lessee and no lessee has asserted a right of rescission, setoff, counterclaim or defenses against the lease.

 

The depositor will make similar representations to the trust about each lease and leased vehicle and the reference pool and other property.

 

Obligation to Reallocate Ineligible Leases and Leased Vehicles

 

If any representation made by Ford Credit or the depositor about a lease or leased vehicle was untrue when made, the lease or leased vehicle was not eligible to be allocated to the reference pool.  If either Ford Credit or the depositor knows, or receives notice from the trust, the owner trustee or the indenture trustee that any representation made about a lease or leased vehicle was untrue when made and the breach has a material adverse effect on the lease or leased vehicle, Ford Credit or the depositor must reallocate the lease and leased vehicle from the reference pool.  In addition, a noteholder may make a request or demand to the indenture trustee that a lease or leased vehicle be reallocated from the reference pool due to a breach of representation made about the leases or leased vehicles and the indenture trustee will notify Ford Credit of any noteholder request or demand it receives.

 

Ford Credit and the depositor will be considered to know about a breach if a responsible person of Ford or Ford Credit knows of the breach.  A “responsible person” of a party is a designated employee or officer of the party who is responsible for this securitization transaction.  Ford Credit and the depositor will designate to the indenture trustee their responsible persons for this purpose.

 

None of the indenture trustee, the owner trustee, the asset representations reviewer or the servicer are obligated to monitor the lease or leased vehicles or investigate whether any representations have been breached.

 

If Ford Credit or the depositor knows of a breach or receives notice of a breach, a reallocation request or demand or a review report from the asset representations reviewer indicating that a test was failed for a lease, Ford Credit or the depositor will investigate the lease or leased vehicle or leases and leased vehicles to confirm the breach and determine if it has a material adverse effect on any lease or leased vehicle.  Ford Credit will report any request or demands to reallocate leases or leased vehicles and related activity and status on SEC Form ABS-15G.

 

If a reallocation is required, Ford Credit or the depositor will reallocate the lease or leased vehicle from the reference pool on the first payment date after the month in which it obtained knowledge or was notified of the breach or, at its option, on the next payment date, unless it corrects the breach in all material respects before that payment date.  On that payment date, Ford Credit or the depositor will reallocate the lease or leased vehicle from the reference pool, effective as of the last day of the second prior month by depositing in the collection account an amount generally equal to (1) the securitization value of the lease, plus (2) the amount of any outstanding servicer advances, minus (3) any monthly payments received but not yet due.

 

These reallocation obligations will be the sole remedy of the trust, the indenture trustee, the noteholders and the collateral agent for any losses resulting from a breach of the representations of Ford Credit or the depositor about the leases or leased vehicles.

 

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Asset Representations Review

 

If two triggers are met, the asset representations reviewer will perform a review of leases to test for compliance with the representations made by Ford Credit and the depositor about the leases and leased vehicles.  The first trigger is a delinquency trigger that will occur if the aggregate securitization value of leases in the reference pool that are more than 60 days delinquent as a percentage of the total securitization value as of the end of a month meets or exceeds the delinquency trigger for that month set by Ford Credit as described in “ — Delinquency Trigger” below.  If the delinquency trigger occurs, it will be reported on the investor report and reported in the Form 10-D for that month.  The second trigger is a voting trigger that will be met if,
after
the occurrence of a delinquency trigger, the noteholders of at least 5% of the principal amount of notes demand a vote and, subject to a 5% voting quorum, the noteholders of a majority of the principal amount of the notes that are voted vote to direct a review
.

 

Delinquency Trigger. 
The
“delinquency trigger”
will be 0.30% for the first 12 months
after
the cutoff date and 0.40% for the remaining months that the notes are outstanding.  Ford Credit developed the delinquency trigger by considering the monthly greater than 60-day delinquency rate observed in its prior securitizations of leases and leased vehicles in this program from 2009 through 2018.  The delinquency rate is calculated as the aggregate securitization value of the leases that are more than 60 days delinquent as a percentage of the total securitization value as of the end of a month.  For this purpose, a “delinquent” lease is a lease with more than $49.99 of a scheduled payment past due, including leases with bankrupt lessees but excluding leases with leased vehicles in repossession status or that have been charged off by the servicer according to its servicing procedures
.

 

Annually, Ford Credit derives average monthly delinquency percentages from these prior securitization transactions and uses this data to construct a delinquency curve which it believes, given the consistency of its origination and servicing practices, represents a reasonable expected case delinquency curve for the leases over economic cycles.  Ford Credit then applies a multiple of 3.0 to the average delinquency percentage observed at month 12 and month 24, and then rounds the resulting percentages up to the nearest multiple of 0.10.  By establishing these multiples consistent with, or within, the multiples of expected cumulative net losses that the Class C notes are expected to be able to withstand without a loss, Ford Credit believes the delinquency trigger is an appropriate threshold at the point when noteholders may benefit from an asset representations review.  The delinquency trigger starts at a lower level for the first year and increases the following year of the securitization transaction to reflect the historical shape of the delinquency curve in Ford Credit’s securitization transactions.  This provides a more conservative delinquency trigger level early in this securitization transaction’s life, when rising delinquencies may cause concern about whether the representations made about the leases and leased vehicles are true and when noteholders may benefit most from an asset representations review
.

 

Ford Credit believes that the delinquency trigger is appropriate based on:

 

·
                  
its experience with delinquency in its prior securitized pools of leases, and in its portfolio of leases,

 

·
                  
its observation greater than 60 day delinquency rates and net cumulative losses in its lease securitization transactions increase over time and are correlated, and

 

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

 

For Ford Credit’s prior securitized pools in Annex B, the percentage of leases that have been more than 60 days delinquent at month 12 have ranged from 0.07% to 0.13% and at month 24 have ranged from 0.09% to 0.16%.  The following chart shows the monthly percentages of leases more than 60 days delinquent in Ford Credit’s prior securitized pools and the average monthly delinquency rate for these prior securitized pools from 2009 through 2018 compared to the delinquency trigger established for this securitization transaction
.

 

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Voting Trigger. 
If the delinquency trigger occurs on the last day of the month, a noteholder may demand that the indenture trustee call a vote of all noteholders on whether to direct the asset representations reviewer to perform a review.  If noteholders of at least 5% of the principal amount of the notes demand a vote within 90 days after the filing of the Form 10-D reporting the occurrence of the delinquency trigger, the indenture trustee will submit the matter to a vote of all noteholders of record as of the most recent record date through DTC.  The vote will remain open until the 150th day after the filing of that Form 10-D.  Assuming a voting quorum of noteholders holding at least 5% of the principal amount of the notes is reached, if the noteholders of a majority of the principal amount of the notes that are voted vote to direct a review, the indenture trustee will notify the asset representations reviewer and the servicer to start the review.  If the requirements of the voting trigger are not met within these time periods, no review of the leases will be performed for that occurrence of the delinquency trigger.

 

Asset Representations Review Process.
  The review will be performed on each lease that is more than 60 days delinquent at the end of the prior month, or the “review leases.”  Within 60 days of the receipt of a review notice, the servicer will give the asset representations reviewer access to the lease files and other information necessary for the review of all of the review leases.  Upon receiving access to the review materials, the asset representations reviewer will start its review of the review leases and complete its review within 60 days after receiving access to all review materials.  The review period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided within the 60-day period or requires clarification of any review materials or testing procedures.  The review will consist of performing specific tests for each representation and each review lease and determining whether each test was passed or failed.  If the servicer notifies the asset representations reviewer that a review lease was paid in full or reallocated from the reference pool before the review report is delivered, the asset representations reviewer will terminate the tests of that lease and the review of that review lease will be considered complete.  If a review lease was included in a prior review, the asset representations reviewer will not be required to perform any tests on the lease, and will include the results of the previous tests in the review report for the current review.  However, the asset representations reviewer may provide additional information in a review report about any review lease that it determines in good faith to be material to the review.

 

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The review tests were designed by Ford Credit to determine whether a review lease was not in compliance with the representations made about it in the transaction documents at the relevant time, which is usually at origination of the lease or as of the cutoff date or closing date.  There may be multiple tests for each representation.  The review is not designed to determine why the lessee is delinquent or the creditworthiness of the lessee, either at the time of the review or at origination of the lease.  The review is not designed to determine whether the lease was serviced in compliance with the servicing agreement after the cutoff date.  The review is not designed to establish cause, materiality or recourse for any failed test.  The review is not designed to determine whether Ford Credit’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent.

 

Review Report. 
Within five days after the end of the review period, the asset representations reviewer will provide a report to the sponsor, the depositor, the trust, the servicer and the indenture trustee on the test results for each review lease and each representation, including any review lease for which the tests were considered complete, and the related reason.  The asset representations reviewer is not responsible for determining whether noncompliance with any representation is a breach of the transaction documents or if a lease is required to be reallocated from the reference pool.

 

On delivery of the review report, the asset representations reviewer will be entitled to receive a review fee of up to $175 for each lease tested in the review.  On receipt of the report, the review fee will be paid to the asset representations reviewer according to the priority of payments as described under “Description of the Notes — Priority of Payments.”  A summary of the report of the asset representations review will be included in the Form 10-D for the trust in the next month.

 

For more information about the asset representations reviewer, you should read “Transaction Parties
— Asset Representations Reviewer.”

 

Dispute Resolution for Reallocation Requests

 

If a request is made for the reallocation of a lease and leased vehicle due to a breach of a representation made about the leases or leased vehicles and the reallocation is not resolved within 180 days after Ford Credit or the depositor receives notice of the reallocation request, the requesting party, including a noteholder, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The requesting party must start the mediation or arbitration proceeding according to the rules of the mediation or arbitration organization with 90 days after the end of the 180-day period.  Ford Credit and the depositor must agree to participate in the selected resolution method.  Dispute resolution to resolve reallocation requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the delinquency trigger occurred.  However, if the lease subject to a reallocation request has been part of an asset representations review and the asset representations review report states that no tests were failed for the lease, the reallocation request for the lease will be deemed to be resolved.

 

A mediation or arbitration will be administered by The American Arbitration Association using its mediation or arbitration rules in effect at the time of the proceeding.  If The American Arbitration Association no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by Ford Credit, using its rules then in effect.  However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control.  Any mediation or arbitration will be held in New York City at the offices of the mediator or arbitrator or at another location selected by Ford Credit or the depositor.  Any party or witness may appear by teleconference or video conference.

 

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect.  The mediator or arbitrator must be impartial, an attorney admitted to practice in the state of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

 

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For a mediation, the proceeding will start within 15 days after selection of the mediator and conclude within 30 days after the start of the mediation.  Expenses of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation.  If the parties fail to agree at the completion of the mediation, the requesting party may refer the reallocation request to arbitration.

 

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party.  Discovery will be completed within 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive business days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.

 

The arbitrator will make its final determination in writing no later than 90 days after its selection.  The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents.  The arbitrator will not have the power to award punitive or consequential damages.  In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion.  The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter.  By selecting arbitration, the requesting party is giving up its right to sue in court, including the right to a trial by jury.

 

Neither the depositor nor the sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  Each party will agree to keep the details of the reallocation request and the dispute resolution confidential, except as may be required by applicable law.

 

DESCRIPTION OF EXCHANGE NOTE

 

The titling companies will issue the exchange note under an exchange note supplement to the credit and security agreement among the titling companies, the administrative agent, the collateral agent and Ford Credit.  The following summarizes the main terms of the exchange note and the exchange note supplement but is not a complete description of the exchange note, the credit and security agreement or exchange note supplement.  For more details about the exchange note and the credit and security agreement and the exchange note supplement, you should read the credit and security agreement and the form of exchange note supplement that are exhibits to the registration statement filed with the SEC that includes this prospectus.

 

Ford Credit finances the titling companies’ purchase of leases and leased vehicles under the credit and security agreement as described in “Sponsor and Servicer
Use of Titling Companies; Financing Purchases of Leases by Titling Companies.”
  At any time, Ford Credit may request that the titling companies exchange a portion of the amount outstanding under the credit and security agreement for a term note evidenced by an “exchange note” and allocate a portion of the leases and leased vehicles that secure the loans under the credit and security agreement to that exchange note.  The exchange note issued for this securitization transaction will represent a debt obligation of the titling companies secured by the leases and leased vehicles in the “reference pool” allocated to the exchange note.

 

On the closing date, the titling companies will issue the exchange note to Ford Credit under a supplement to the credit and security agreement, or the “exchange note supplement.”  Ford Credit will sell the exchange note to the depositor which will, in turn, sell the exchange note to the trust.  The trust will pledge the exchange note and its other assets to the indenture trustee for the benefit of the noteholders.  The primary asset of the trust will be the exchange note.

 

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As holder of the exchange note, the trust will be entitled to the payments made on the exchange note.  Payments on the exchange note will be based on the amounts received on the leases and leased vehicles in the reference pool.  These amounts include:

 

·
                  
payments
by or on behalf of the lessees on the leases in the reference pool applied on or after the cutoff date,

 

·
                  
net proceeds from the sale of the leased vehicles in the reference pool, and

 

·
                  
proceeds from claims on insurance companies for insurance covering the lessees, the leases or the leased vehicles in the reference pool.

 

Interest will accrue on the exchange note at a rate of
% per annum.  This interest rate equals the interest rate on the Class C notes plus 0.01%.  The exchange note will accrue interest on an actual/360 basis from the closing date to the date on which the exchange note balance is reduced to zero.  The servicer will instruct the indenture trustee to make interest and principal payments on the exchange note on each payment date from exchange note available funds as described under “— Priority of Payments on Exchange Note” below.

 

The indenture trustee will have a first priority security interest in the exchange note for the benefit of the holders of the notes.  The exchange note is secured by a security interest in the leases and leased vehicles owned by the titling companies and financed under the credit and security agreement, including the leases and leased vehicles in the reference pool. 
Under the credit and security agreement and for the LKE program, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale, if Ford Credit, as servicer, deposits an amount equal to those proceeds in the collection account under the servicing agreement.
  However, the trust will agree that it will have recourse solely to the reference pool, the reserve account and, if available, shared amounts allocated to the exchange note from other reference pools.  The trust will also agree that any claim it may have against the assets of the titling companies other than the reference pool allocated to the exchange note held by the trust will be subordinate to the payment in full of the claims of Ford Credit, as the lender under the credit and security agreement, the holders of the other exchange notes and other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the titling companies, and related hedging arrangements.  However, the trust will be able to accelerate the maturity of the exchange note on default and then bring suit and obtain a judgment against either of the titling companies on the exchange note.

 

The trust will also agree that, before the date which is one year and one day after payment in full of the obligations under the credit and security agreement, including the exchange notes, it will not begin or join in bankruptcy proceedings against the titling companies.

 

As long as any of the notes are outstanding, the indenture trustee, acting at the direction of a majority of the controlling class, will be entitled to exercise the rights and remedies of the trust as holder of the exchange note.

 

Funds Available for Payments on Exchange Note

 

Payments on the exchange note will be made from “exchange note available funds,” which for any payment date generally will be equal to collections on the reference pool for the prior month, amounts withdrawn from the reserve account and, if available, shared amounts from other reference pools allocated to the exchange note.

 

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Collections
For each month, “collections” on the reference pool will consist of the following amounts:

 

·
                  
base monthly payments on the leases in the reference pool for the month that are received by the servicer, plus

 

·
                  
any
advances of base monthly payments for the month made by the servicer on the leases, minus reimbursements of any servicer advances previously made on the leases in the reference pool, plus

 

·
                  
proceeds from the sale or other disposition of leased vehicles in the reference pool, plus

 

·
                  
amounts paid by Ford Credit or the depositor for the reallocation of ineligible leases and leased vehicles from the reference pool, plus

 

·
                  
amounts paid by the servicer for the reallocation of servicer modified or servicer impaired leases and leased vehicles from the reference pool, plus

 

·
                  
other amounts received by the servicer on leases in the reference pool, including excess mileage and excess wear and use charges, insurance proceeds and recoveries on any lease that has been charged off, plus

 

·
                  
amounts
assessed by the servicer to the lessees of leases in the reference pool for a payment extension, minus

 

·
                  
following amounts relating to the leases in the reference pool (1) 
payments of sales and use taxes on the base monthly payments and amounts to cover personal property taxes and similar government charges, (2) late fees, returned check fees and any other similar fees or charges, (3) amounts required to reimburse the servicer for fees, fines or other amounts paid by the servicer on behalf of a lessee, (4) amounts spent by the servicer and charged to the account of a lessee, (5) amounts paid to third parties for repossession and disposition of a leased vehicle, (6) amounts required to be refunded to a lessee and (7) external costs of collection on charged off leases.

 

Base monthly payments that are received by the servicer before the month in which they are due will be held in the collection account and included in collections for the month in which they are due.

 

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This diagram shows the sources of exchange note available funds for each payment date.  Exchange note available funds, including amounts withdrawn from the reserve account to cover shortfalls and any shared amounts from other reference pools allocated to the exchange note, are the only funds that will be used to make payments on the exchange note on each payment date.

 

 

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The following diagram shows how exchange note available funds are distributed on each payment date.  The priority of payments shown in this diagram will apply unless the exchange note is accelerated after a facility default or an exchange note default.

 

 

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Priority of Payments on Exchange Note

 

General Rule. 
On each payment date, the servicer will direct the indenture trustee to use exchange note available funds for the prior month to make payments in the order of priority listed below. 
This priority will apply unless the exchange note is accelerated after a facility default or an exchange note default
.

 

(1)
                                
to the servicer, servicing fees due and reimbursement of any outstanding servicer advances,

 

(2)
                                
to the trust, interest due on the exchange note,

 

(3)
                                
to the trust, amounts necessary to cover any shortfall in payments under items (1) through (7) under “Description of the NotesPriority of Payments,”

 

(4)
                                
to the reserve account, the amount required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

 

(5)
                                
to the trust, principal on the exchange note equal to the excess of the principal amount of the notes (or, if the trust is no longer the holder of the exchange note, the principal amount of the exchange note) over an amount equal to the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by any payments in respect of principal made in item (3) above,

 

(6)
                                
to be applied as shared amounts on any other exchange note that is in default as a result of a failure to pay principal or interest, and

 

(7)
                                
remaining money, to the trust as excess exchange note amounts.

 

If collections on the reference pool on any payment date are insufficient to cover the money payable under items (1) through (3), the servicer will direct the indenture trustee to withdraw the shortfall from the reserve account if available and use it to pay amounts payable under items (1) through (3) that remain unpaid.

 

If an exchange note default as a result of failure to pay principal or interest has occurred and is continuing, the servicer will direct the indenture trustee to use any shared amounts allocated to the exchange note to pay amounts payable under items (1) through (3) that remain unpaid.

 

Post-Acceleration Exchange Note Priority of Payments. 
If
the exchange note is accelerated after a
facility default or a
n exchange note default
, on each payment date starting with the payment date relating to the month in which the acceleration occurs, the indenture trustee will apply the amount in the collection account, together with any shared accounts allocated to the exchange note for the payment date, to make payments in the following order of priority:

 

(1)
                                
to the collateral agent, money due to the collateral agent related to the exchange note or the reference pool,

 

(2)
                                
to the administrative agent, money due to the administrative agent related to the exchange note or the reference pool,

 

(3)
                                
to the servicer, servicing fees due and reimbursement of any outstanding servicer advances,

 

(4)
                                
to the trust, interest due on the exchange note,

 

(5)
                                
to the trust, the amount required to cover money payable under items (1) through (8) under “Description of the Notes — Post-Acceleration Priority of Payments,”

 

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(6)
                                
to the trust, principal on the exchange note until paid in full,

 

(7)
                                
to be applied as shared amounts to any other exchange note that is in default as a result of non-payment of principal or interest, and

 

(8)
                                
remaining money, to the trust as excess exchange note amounts.

 

Shared Amounts

 

Collections remaining after making the payment described in item (5) in
Priority of Payments on Exchange Note — General Rule” above will be available for allocation to other exchange notes.  This excess, plus any similar excesses from other exchange notes are called “shared amounts” and will be allocated to cover shortfalls in interest and principal payments owed on other exchange notes for which an exchange note default for failure to pay principal or interest has occurred and is continuing.  In addition, if a default occurs and is continuing on the exchange note issued for this securitization transaction as a result of a failure to pay principal or interest, shared amounts from other exchange notes may be available to the exchange note issued for this securitization transaction on each payment date.

 

If a default for failure to pay principal or interest has occurred and is continuing on any exchange note, the defaulted exchange note will be allocated an amount equal to the shared amounts from the exchange notes multiplied by a fraction the numerator of which is the outstanding note balance of the defaulted exchange note and the denominator of which is the sum of the outstanding balance under the revolving credit facility plus the aggregate note balance of the exchange notes.

 

Shared amounts, if available for the exchange note issued
for this securitization transaction, will cover shortfalls in the payments described in items (1) through (5) in Priority of Payments on Exchange Note — General Rule” above.

 

Amendments to Credit and Security Agreement and Exchange Note Supplement

 

The exchange note supplement may be amended without the consent of the noteholders or of the trust, as holder of the exchange note, and the credit and security agreement may be amended without the consent of any noteholder or any holder of an exchange note, including the trust as holder of the exchange note, to:

 

·
                 
further protect the collateral agent’s interest in the leases and leased vehicles or the indenture trustee’s interest in the exchange note or other trust property,

 

·
                 
add any covenants for the benefit of the secured parties,

 

·
                 
transfer or pledge any property to the collateral agent,

 

·
                 
cure any ambiguity in or to correct or supplement any provision in the exchange note supplement or the credit and security agreement,

 

·
                 
evidence the acceptance of the appointment under the credit and security agreement of a successor administrative agent or successor collateral agent, or

 

·
                 
make any amendment to the exchange note supplement or the credit and security agreement that does not materially adversely affect the interests of any exchange noteholder (other than exchange noteholders who have consented to the amendment).

 

The credit and security agreement may also be amended in any other way with the consent of each exchange noteholder.

 

The exchange note supplement may also be amended in any other way with the consent of the indenture trustee, as directed by a majority of the controlling class.

 

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Facility Defaults and Exchange Note Defaults; Rights on Default

 

Each of the following events will be a “facility default” under the credit and security agreement:

 

·
                 
bankruptcy or dissolution of any of the titling companies, and

 

·
                 
bankruptcy or dissolution of the servicer, unless, on or before the date the servicer is terminated, a successor servicer has accepted its appointment.

 

If a facility default occurs, the exchange note will automatically be accelerated and the exchange note will be immediately due and payable.

 

Each of the following events will be an “exchange note default:”

 

·
                 
failure to pay interest due on the exchange note within five business days after the due date,

 

·
                 
failure to pay the principal amount of the exchange note in full by its final scheduled payment date,

 

·
                 
failure by the titling companies to observe or perform any covenant or agreement made in the credit and security agreement or the exchange note supplement, which failure materially and adversely affects the rights of the trust, as holder of the exchange note, and is not corrected for a period of 60 days after notice was given to the titling companies, and

 

·
                 
any representation of the titling companies made in the credit and security agreement or the exchange note supplement was untrue when made which materially and adversely affects the trust, as holder of the exchange note, and is not corrected for a period of 60 days after notice was given to the titling companies.

 

If an exchange note default occurs and is continuing, the indenture trustee, acting at the direction of a majority of the controlling class, may accelerate the exchange note and declare the exchange note to be immediately due and payable.  Under some circumstances, the indenture trustee, acting at the direction of a majority of the controlling class, may rescind this declaration.

 

If a facility default occurs or if the exchange note is accelerated and declared due and payable following an exchange note default, the collateral agent, acting at the direction of a majority of the controlling class, may (1) file a lawsuit for the collection of the exchange note and enforce any judgment and (2) begin foreclosure proceedings on the leases and leased vehicles in the reference pool and/or (3) exercise any other remedies of a secured party.  If the reference pool is liquidated following an acceleration of the exchange note, the amount of principal paid on the exchange note on the next payment date will increase, which will increase the amount of principal that is payable on the notes on that payment date.

 

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DESCRIPTION OF THE NOTES

 

The trust will issue the notes under an indenture between the trust and the indenture trustee.  The following description summarizes the main terms of the notes and the indenture but is not a complete description of the notes or the indenture.  For more details about the notes and the indenture, you should read the form of indenture that is included as an exhibit to the registration statement filed with the SEC that includes this prospectus.

 

Payments of Interest

 

General
.  Interest will accrue on the notes at the per annum interest rate for each class stated on the cover of this prospectus and will be due and payable to the noteholders on each payment date.  The benchmark for the floating rate notes will be determined as described below under “— Floating Rate Benchmark; Benchmark Transition Event.”  Interest on the Class A-1 notes and the floating rate notes will accrue on an “actual/360” basis from the prior payment date to the following payment date (or from the closing date, for the first period).  Interest on all other classes of notes will accrue on a “30/360” basis from the 15th day of the prior month to the 15th day of the current month (or from the closing date to August 15, 2019, for the first period).

 

All interest due but not paid on a payment date will be due on the next payment date, together with interest on the unpaid amount at the applicable interest rate.  Failure to pay interest that is due on the notes of the controlling class that continues for five days after the payment date will be an event of default.  Failure to pay interest that is due on any class of notes that is not part of the controlling class will not be an event of default.

 

The trust will pay interest on the notes on each payment date from exchange note available funds on that payment date.  Interest will not be paid on any subordinated class of notes until interest due on more senior classes of notes is paid in full.

 

If exchange note available funds are insufficient to pay all interest due on any class of notes on a payment date, each holder of that class of notes will receive its pro rata share of the funds that are available.  Any priority principal payments on more senior classes of notes will be made before the payment of interest due on the Class B or Class C notes.

 

For more details about the priority of payments made from exchange note available funds on each payment date, including priority payments of principal of senior classes of notes, you should read “ — Priority of Payments” below.

 

If the notes are accelerated after an event of default, interest due on the subordinated classes of notes will not be paid until both interest on and principal of more senior classes of notes are paid in full.  For instance, interest due on the Class B notes will not be paid until interest on and principal of the Class A notes are paid in full.

 

For more details about the payment priorities after an acceleration of the notes, you should read “ — Post-Acceleration Priority of Payments” below.

 

Floating Rate Benchmark; Benchmark Transition Event.
  Interest on the floating rate notes will accrue at a floating rate based on a “benchmark,” which will initially
be the one-month London Interbank Offered Rate, or “LIBOR,” but will be replaced by the benchmark replacement following the occurrence of
a benchmark transition event and its related benchmark replacement date as described below.

 

The one-month LIBOR rate will be determined by the calculation agent for each interest period by referring to a published source of the rate.  If a published one-month LIBOR rate is unavailable, the rate will be determined on the basis of the rates at which deposits in dollars are offered by major banks selected by the calculation agent.  If the banks selected by the calculation agent are not quoting rates at the time LIBOR is to be determined for an interest period, LIBOR for the interest period will be the same as LIBOR for the immediately preceding interest period.  The calculation agent will determine LIBOR for each interest period

 

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on the “LIBOR determination date,” which is the second London business day before that interest period.  All determinations of LIBOR by the calculation agent, in absence of manifest error, will be conclusive and binding on the noteholders.

 

Notwithstanding the foregoing, if the trust determines that a benchmark transition event and its related benchmark replacement date have occurred prior to the determination date of the then-current benchmark, the benchmark replacement will replace the then-current benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all determinations on all subsequent dates.  However, if the initial benchmark replacement is any rate other than term SOFR and the trust later determines that term SOFR can be determined, term SOFR will become the new unadjusted benchmark replacement and will, together with a new benchmark replacement adjustment for term SOFR, replace the then-current benchmark on the next benchmark determination date for term SOFR.

 

A “benchmark transition event” means the occurrence of one or more of the following events with respect to the then-current benchmark:

 

(1)
                    
a public statement or publication of information by or on behalf of the administrator of the benchmark announcing that such administrator has ceased or will cease to provide the benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the benchmark,

 

(2)
                    
a public statement or publication of information by the regulatory supervisor for the administrator of the benchmark, the central bank for the currency of the benchmark, an insolvency official with jurisdiction over the administrator for the benchmark, a resolution authority with jurisdiction over the administrator for the benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the benchmark, which states that the administrator of the benchmark has ceased or will cease to provide the benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the benchmark, or

 

(3)
                    
a public statement or publication of information by the regulatory supervisor for the administrator of the benchmark announcing that the benchmark is no longer representative of the underlying market or economic reality or may no longer be used.

 

A “benchmark replacement date” means:

 

(1)
                    
in the case of clause (1) or (2) of the definition of benchmark transition event, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the benchmark permanently or indefinitely ceases to provide the benchmark, or

 

(2)
                    
in the case of clause (3) of the definition of benchmark transition event, the date of the public statement or publication of information referenced therein.

 

The
“benchmark replacement”
will be the first alternative set forth in the order below that can be determined by the trust as of the benchmark replacement date:

 

(1)
                    
the sum of (a) term SOFR and (b) the benchmark replacement adjustment,

 

(2)
                    
the sum of (a) compounded SOFR and (b) the benchmark replacement adjustment,

 

(3)
                    
the sum of (a) the alternate rate of interest that has been selected or recommended by the relevant governmental body as the replacement for the then-current benchmark for the applicable corresponding tenor and (b) the benchmark replacement adjustment, and

 

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(4)
                    
the sum of (a) the alternate rate of interest that has been selected by the trust in its reasonable discretion as the replacement for the then-current benchmark for the applicable corresponding tenor and (b) the benchmark replacement adjustment.

 

“SOFR”
is the secured overnight financing rate published by the Federal Reserve Bank of New York. 
“Term SOFR”
means the forward-looking term rate for the applicable corresponding tenor based on SOFR that has been selected or recommended by the relevant governmental body.  The
“corresponding tenor”
will be a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current benchmark.

 

“Compounded SOFR”
means, for any interest accrual period, the compounded average, in arrears, of the SOFRs for each day of such interest accrual period, as determined on the benchmark determination date for such interest accrual period, with the rate, or methodology for this rate, and conventions for this rate (which will include a five business day suspension period as a mechanism to determine the interest amount payable prior to the related payment date, such that the SOFR on the benchmark determination date will apply for each day in the interest accrual period following the benchmark determination date) being established by the trust in accordance with:

 

(1)
                    
the rate, or methodology for this rate, and conventions for this rate selected or recommended by the relevant governmental body for determining compounded SOFR, or

 

(2)
                    
if, and to the extent that, the trust determines that compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the trust in its reasonable discretion.

 

The
“benchmark replacement adjustment”
will be the first alternative set forth in the order below that can be determined by the trust as of the benchmark replacement date:

 

(1)
                    
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the relevant governmental body for the applicable unadjusted benchmark replacement, and

 

(2)
                    
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the trust in its reasonable discretion for the replacement of the then-current benchmark with the applicable unadjusted benchmark replacement.

 

The
“unadjusted benchmark replacement”
is the benchmark replacement excluding the benchmark replacement adjustment.  The
“relevant governmental body”
is the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

 

In connection with the implementation of a benchmark replacement, the trust will have the right from time to time to make
“benchmark replacement conforming changes,”
which are any technical, administrative or operational changes (including changes to the timing and frequency of determining rates, the process of making payments of interest and other administrative matters) that the trust decides may be appropriate to reflect the adoption of such benchmark replacement in a manner substantially consistent with market practice (or, if the trust decides that adoption of any portion of such market practice is not administratively feasible or if the trust determines that no market practice for use of the benchmark replacement exists, in such other manner as the trust determines is reasonably necessary).

 

Notice of the occurrence of a benchmark transition event and its related benchmark replacement date, the determination of a benchmark replacement and the making of any benchmark conforming changes will be included in the monthly investor report.  Notwithstanding anything in the transaction documents to the contrary, upon the inclusion of such information in the monthly investor report, the relevant transaction documents will be deemed to have been amended to reflect the new unadjusted benchmark replacement, benchmark replacement adjustment and/or benchmark replacement conforming changes without further compliance with the amendment provisions of the relevant transaction documents.

 

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Any determination, decision or election that may be made by the trust in connection with a benchmark transition event or a benchmark replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the trust’s sole discretion, and, notwithstanding anything to the contrary in the transaction documents, will become effective without consent from any other party.  None of the trust, the owner trustee, the indenture trustee, the calculation agent, the administrator, the sponsor, the depositor or the servicer will have any liability for any determination made by or on behalf of the trust in connection with a benchmark transition event or a benchmark replacement as described above, and each noteholder, by its acceptance of a note or a beneficial interest in a note, will be deemed to waive and release any and all claims against the trust, the owner trustee, the indenture trustee, the calculation agent, the administrator, the sponsor, the depositor or the servicer relating to any such determinations.

 

Payments of Principal

 

The trust will pay principal of the notes on each payment date in the amounts described below.  Principal will be paid sequentially to each class of notes in order of seniority, starting with the Class A-1 notes.  The Class A-2a notes and the Class A-2b notes are a single class with equal rights to payments of principal and interest, which will be made on a pro rata basis.  The trust will not pay principal of any class of notes until the principal amount of more senior classes are paid in full.  Ford Credit expects the principal amount of each class of notes to be repaid by that class’s final scheduled payment date.  If the principal amount of any class of notes is not paid in full by its final scheduled payment date, an event of default will occur and the principal amount of all classes of notes may be declared immediately due and payable.

 

The notes benefit from the application of exchange note available funds remaining after payment of the senior fees and expenses of the trust, interest due on the notes and any required deposits in the reserve account, including the portion of the remaining payments that is excess spread.  After those amounts are paid, the trust will apply any remaining exchange note available funds to pay principal of the notes, in order of priority, until the targeted overcollateralization amount is reached before any funds will be distributed to the holder of the residual interest.

 

After the targeted overcollateralization amount is reached, the trust will pay principal of the notes on each payment date generally in an amount equal to the excess of (a) the principal amount of the notes as of the close of business on the prior payment date over (b) the excess of the total securitization value as of the beginning of the month that includes the payment date minus the targeted overcollateralization amount.  In other words, principal will be paid on the notes on each payment date in an amount equal to the decrease in the total securitization value for the prior month, unless the actual amount of overcollateralization differs from the targeted overcollateralization amount.  All exchange note available funds will be used to make these payments.

 

Unless a priority principal payment is required, the trust will pay principal of the notes on each payment date only after all interest due on the notes is paid in full and any required deposit in the reserve account is made.  Priority principal payments are required when the total securitization value is less than the principal amount of the Class A or Class B notes.  Priority principal payments are also required for the Class A and Class B notes if they are not paid in full before their respective final scheduled payment date.  These priority principal payments will be paid to more senior classes of notes before payments of interest on subordinated classes of notes.  The “priority principal payments” for a payment date are:

 

·
                 
a “first priority principal payment” payable to the Class A noteholders, equal to the excess of the principal amount of the Class A notes on the prior payment date (after giving effect to payments on that date) over the total securitization value at the beginning of the month that includes the payment date, except that on and after the final scheduled payment date for each class of Class A notes, this amount will equal the principal amount of that class of Class A notes until paid in full, and

 

·
                 
a “second priority principal payment” payable to the Class A and Class B noteholders, equal to (a) the excess of the principal amount of the Class A and Class B notes on the prior payment date (after giving effect to payments on that date) over the total securitization value at the beginning of the

 

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