- Securities Registration Statement (simplified form) (S-3/A) (2024)

Asfiled with the Securities and Exchange Commission on June9, 2011

Registration Nos. 333-173928, 333-173928-01, 333-173928-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FORD CREDIT AUTO LEASE TWO LLC

(Depositor for the Trusts described herein)

CAB EAST LLC

(Issuer with respect to the Exchange Note described herein)

CAB WEST LLC

(Issuer with respect to the Exchange Note described herein)
(Exact Names of Co-Registrants as Specified in Their Charters)


Delaware		Ford Credit Auto Lease Two LLC 13-4347114 CAB East LLC 38-3670462 CAB West LLC 38-3670460

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

One American Road
Dearborn, Michigan 48126
(313)322-3000
(Address of co-registrants principal executive offices)

SUSAN J. THOMAS
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
(313)322-2000
(Name and Address of Agent for Service)

Copy to:
JOSEPH P. TOPOLSKI
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212)940-6312

Approximate date of commencement of proposed sale to the public:From time to time after theeffective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend orinterest reinvestment plans, please check the following box.o

If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Act of 1933, other than securitiesoffered only in connection with dividend or interest reinvestment plans, check the following box.þ

If this Form is filed to register additional securities for an offering pursuant to Rule462(b) under the Securities Act of 1933, please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the SecuritiesAct of 1933, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.o

If this Form is a registration statement pursuant to General Instruction I.D. or apost-effective amendment thereto that shall become effective upon filing with the Commissionpursuant to Rule 462(e) under the Securities Act, check the following box.o

If this Form is a post-effective amendment to a registration statement filed pursuant toGeneral Instruction I.D. filed to register additional securities or additional classes ofsecurities pursuant to Rule 413(b) under the Securities Act, check the following
box.o

Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, or a smaller reporting company. See the definitions of largeaccelerated filer, accelerated filer and smaller reporting company in Rule12b-2 of theExchange Act.


Large accelerated filero	Accelerated filero	Non-accelerated filerþ	Smaller reporting companyo
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount to be

Aggregate Price Per

Aggregate Offering

Amount of

Title of Securities to be Registered

Registered

Unit⁽²⁾

Price⁽¹⁾

Registration Fee

Asset Backed Securities

$8,000,000,000

100%

$8,000,000,000

$928,800⁽²⁾

Exchange Notes⁽³⁾

⁽⁴⁾


(1)		Estimated solely for the purpose of calculating the registration fee.

(2)		$116.10 (filing fee relating to $1,000,000 of amount of securities to be registered) was paidby wire transfer on May4, 2011 and $928,683.90 was paidby wire transfer on June8, 2011.

(3)		Each exchange note (Exchange Note) issued by CAB East LLC and CAB West LLC will bebacked by a reference pool of leases and leased vehicles owned by CAB East LLC and CAB WestLLC. Each Exchange Note will be sold to Ford Credit Auto Lease Two LLC and sold by Ford CreditAuto Lease Two LLC to one of the Trusts, the issuer of the Asset Backed Securities. TheExchange Notes are not being offered to investors hereunder.

(4)		Not applicable.

The Co-Registrants hereby amend this Registration Statement on such date or dates as may benecessary to delay its effective date until the Co-Registrants file a further amendment thatspecifically states that this Registration Statement will thereafter become effective in accordancewith Section 8(a) of the Securities Act of 1933 or until this Registration Statement becomeseffective on such date as the Commission, acting pursuant to said Section8(a), may determine.

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

[Form of Prospectus Supplement]

SUBJECT TO COMPLETION, DATED

, 20__
Prospectus Supplement to Prospectus dated ______, 20__

Ford Credit Auto Lease Trust20__-__
Issuing Entity or Trust


Ford Credit Auto		Ford Motor
Lease Two LLC		Credit Company LLC
Depositor		Sponsor and Servicer

The trust will issue:

Before you purchase any notes, be sure you understand the structure and the risks. You shouldreview carefully the risk factors beginning on page S-[14] of this prospectus supplement and onpage 8 of the prospectus.

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

This prospectus supplement may be used to offer and sell the notes only if accompanied by theprospectus.

Final Scheduled

Principal Amount

Interest Rate

Payment Date

ClassA-1 notes⁽¹⁾

ClassA-2a notes

[ClassA-2b notes

one-month LIBOR + ___%]

ClassA-3a notes

[ClassA-3b notes

one-month LIBOR + ___%]

ClassA-4a notes

[ClassA-4b notes

one-month LIBOR + ___%]

ClassB notes

ClassC notes

ClassD notes

Total


⁽¹⁾		The ClassA-1 notes are not being offered by this prospectussupplement or the prospectus.

		The notes will be backed by an exchange note, which will be backed by areference pool of car, light truck and utility vehicle leases and leasedvehicles purchased by Ford Credits titling companies from dealers.

		The trust will pay interest and principal on the notes on the 15th day ofeach month (or, if not a business day, the next business day). The firstpayment date will be _______, 20__. The trust will pay each class of notesin full on its final scheduled payment date (or, if not a business day, thenext business day) if not paid in full prior to such date.

		The trust will pay principal sequentially to each class of notes in orderof seniority (starting with the ClassA-1 notes) until each class is paid infull.

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

		[The trust will enter into interest rate swaps to hedge the interest raterisk on the floating rate notes.]

The pricing terms of the offered notes are:

Underwriting

Proceeds to the

Price to Public

Discount

Depositor⁽¹⁾

ClassA-2a notes

[ClassA-2b notes

ClassA-3a notes

[ClassA-3b notes

ClassA-4a notes

[ClassA-4b notes

ClassB notes

ClassC notes

ClassD notes

Total


⁽¹⁾		Before deducting expenses estimated to be $_______ and anyselling concessions rebated to the depositor by any underwriter due tosales to affiliates.

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

[NAMES OF UNDERWRITERS]

The date of this prospectus supplement is

, 20__

TABLE OF CONTENTS


Reading this Prospectus Supplement and the Prospectus			S-3
Forward-Looking Statements			S-3
Transaction Structure Diagram			S-4
Transaction Parties and Documents Diagram			S-5
Summary			S-6
Risk Factors			S-14
Transaction Parties			S-20
Depositor			S-20
Issuing Entity			S-20
Owner Trustee			S-20
Indenture Trustee			S-21
Titling Companies			S-21
Collateral Agent			S-21
Administrative Agent			S-21
Sponsor			S-22
Material Changes to Origination, Purchasing and Underwriting Policies and Procedures			S-22
Vintage Originations Information			S-23
Static Pool Information Prior Securitized Pools			S-24
Servicer			S-24
Material Changes to Servicing Policies and Procedures			S-26
Ratings of the Servicer			S-26
Reference Pool			S-27
Criteria for Selecting the Reference Pool			S-27
Composition of the Reference Pool			S-27
Representations about the Reference Pool and Obligation to Remove Ineligible Leases and Leased Vehicles Upon Breach			S-27
Maturity and Prepayment Considerations			S-28
General			S-28
Weighted Average Life of the Notes			S-29
Description of the Exchange Note			S-35
Available Funds			S-35
Priority of Payments on the Exchange Note			S-37
Shared Amounts			S-39
Description of the Notes			S-39
Payments of Interest			S-39
Payments of Principal			S-40
Priority of Payments			S-41
Events of Default and Acceleration			S-44
Post-Acceleration Priority of Payments.			S-44
Residual Interest; Issuance of Additional Securities			S-45
Optional Redemption or Clean Up Call Option			S-45
Credit Enhancement			S-46
Reserve Account			S-46
Subordination			S-46
Excess Spread			S-47
Overcollateralization			S-47
[Description of the Interest Rate Hedges and the Hedge Counterparty			S-47
General			S-47
Net Payments			S-47
Early Termination of the Interest Rate Hedges			S-48
Description of the Hedge Counterparty			S-49
Transaction Fees and Expenses			S-49
Monthly Investor Reports			S-50
Annual Compliance Reports			S-51
Affiliations and Certain Relationships and Related Transactions			S-51
Tax Considerations			S-52
ERISA Considerations			S-52
Underwriting			S-53
Legal Opinions			S-54
Glossary of Certain Terms			S-55
Index of Defined Terms in the Prospectus Supplement			S-57
Annex A: Composition of the Reference Pool			A-1
Annex B: Vintage Originations Information			B-1
Annex C: Static Pool Information Prior Securitized Pools			C-1

S-2

READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This prospectus supplement provides information about Ford Credit Auto Lease Trust 20__-__ andthe terms of the notes to be issued by the trust. You should rely only on the information providedor referenced in this prospectus supplement and the prospectus. Ford Credit has not authorizedanyone to provide you with different information.

This prospectus supplement begins with the following brief introductory sections:

			Transaction Structure Diagram illustrates the structure of thissecuritization transaction, including the credit enhancement available to the notes,

			Transaction Parties and Documents Diagram illustrates the role that eachtransaction party and transaction document plays in this securitization transaction,

			Summary describes the main terms of the notes, the cash flows in thissecuritization transaction and the credit enhancement available to the notes, and

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

The other sections of this prospectus supplement contain more detailed descriptions of theoffered notes and the structure of this securitization transaction. Cross-references refer you tomore detailed descriptions of a particular topic or related information elsewhere in thisprospectus supplement. The Table of Contents on the preceding page contains references to keytopics.

A glossary of certain terms is at the end of this prospectus supplement and an index ofdefined terms is at the end of this prospectus supplement and at the end of the prospectus.

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates contained in this prospectus supplement are notpurely historical in nature but are forward-looking statements based upon information and certainassumptions Ford Credit and the depositor consider reasonable, subject to uncertainties as tocirc*mstances and events that have not as yet taken place and are subject to material variation.Neither Ford Credit nor the depositor has any obligation to update or otherwise revise anyforward-looking statements including changes in economic conditions, portfolio or asset poolperformance or other circ*mstances or developments that may arise after the date of this prospectussupplement.

S-3

TRANSACTION STRUCTURE DIAGRAM

The following diagram provides a simplified overview of the structure of this securitizationtransaction and the credit enhancement available for the notes. You should read this prospectussupplement and the prospectus in their entirety for a more detailed description of thissecuritization transaction.


⁽¹⁾		The titling companies will allocate a reference pool of leases and leased vehiclesto the exchange note. The reference pool will have an initial total securitization value of$and the exchange note will have an initial note balance of $________.

⁽²⁾		The reserve account will be funded on the closing date at ___% of the initial totalsecuritization value. On each payment date, any amounts remaining after all higher prioritypayments have been made will be deposited in the reserve account until the reserve accountbalance reaches the targeted reserve amount of $which is% of the initial totalsecuritization value, as described under Credit Enhancement Reserve Accountin thisprospectus supplement.

⁽³⁾		Overcollateralization is the amount by which the initial total securitization valueexceeds the principal amount of the notes on the closing date.

⁽⁴⁾		Excess spread representing the excess of the collections on the reference pool oversenior amounts payable from those collections will be available to pay principal on theexchange note or to cover any shortfall in payment on the notes. Excess spread representingthe 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 on the notes.

⁽⁵⁾		All notes other than the ClassD notes benefit from subordination of more juniorclasses to more senior classes. The subordination varies depending on whether interest orprincipal is being paid[, whether there is an interest rate hedge on a more senior class] orwhether an event of default that results in acceleration has occurred. For a more detaileddescription of subordination within this securitization, you should read Description of theNotes Priority of Payments,* Post-Acceleration Priority of Payments* and Credit Enhancement Subordination in thisprospectus supplement.

⁽⁶⁾		[Each month on a net basis, the trust will make fixed rate payments on the notionalamounts related to the floating rate notes and will receive floating rate payments on thosenotional amounts under the interest rate swaps. For a more detailed description of theinterest rate hedges, you should readDescription of the Interest Rate Hedges and the HedgeCounterpartyin this prospectus supplement.]

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

S-4

TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

The following diagram shows the role of each transaction party and the obligations that aregoverned by each transaction document in this securitization transaction. Forms of the documentsidentified in this diagram are included as exhibits to the registration statement filed with theSEC that includes the prospectus.

S-5

SUMMARY

This summary describes the main terms of the issuance of and payments on the notes, the assetsof the trust, the cash flows in this securitization transaction and the credit enhancementavailable to the notes. It does not contain all of the information that you should consider inmaking your investment decision. To understand fully the terms of the offered notes and thetransaction structure, you should read this prospectus supplement, especially Risk Factorsbeginning on page S-[14], and the prospectus in its entirety.

Transaction Overview

The depositor will use the proceeds from the sale of the offered notes to purchase an exchange notefrom Ford Credit. The exchange note will be issued by the titling companies and backed by areference pool of leases and leased vehicles purchased by the titling companies from motor vehicledealers. The trust will issue the notes to the depositor in exchange for the exchange note on theclosing date. The depositor will sell the offered notes to the underwriters who will sell them toinvestors.

Transaction Parties

Sponsor, Servicer, Lender, Titling Company Servicer, Titling Company Administrator, CollateralAgent Administrator and Indenture Administrator

Ford Motor Credit Company LLC, or Ford Credit

Depositor

Ford Credit Auto Lease Two LLC

Issuing Entity or Trust

Ford Credit Auto Lease Trust 20__-__

Owner Trustee

U.S. Bank Trust National Association

Indenture Trustee

The Bank of New York Mellon

Titling Companies

CAB East LLC
CAB West LLC

Collateral Agent

HTD Leasing LLC

Administrative Agent

U.S. Bank National Association

[Hedge Counterparty

]

For more information about the transaction parties, you should read Transaction Parties in thisprospectus supplement.

Closing Date

The trust expects to issue the notes on or about ________, 20__, the closing date.

Cutoff Date

Collections on the leases and leased vehicles included in the reference pool on or after ________,20__, the cutoff date, will be applied to make payments on the exchange note. Payments on theexchange note will be applied to make payments on the notes.

Notes

The trust will issue the following classes of notes:


	Principal
	Amount	Interest Rate
ClassA-1 notes⁽¹⁾	$		%
ClassA-2a notes	$		%
[ClassA-2b notes	$	one-month LIBOR + ___%]
ClassA-3a notes	$		%
[ClassA-3b notes	$	one-month LIBOR + ___%]
ClassA-4a notes	$		%
[ClassA-4b notes	$	one-month LIBOR + ___%]

S-6


	Principal
	Amount	Interest Rate
ClassB notes	$		%
ClassC notes	$		%
ClassD notes	$		%


(1)		The ClassA-1 notes are not being offered by this prospectus supplement.

The ClassA-2a, [ClassA-2b,] ClassA-3a, [ClassA-3b,] ClassA-4a, [ClassA-4b], ClassB, ClassCand ClassD notes are being offered by this prospectus supplement and the prospectus and arereferred to as the offered notes. [The ClassA-2b, ClassA-3b and ClassA-4b notes are sometimesreferred to as the floating rate notes. Each of (a)the ClassA-2a notes and the ClassA-2bnotes, (b)the ClassA-3a notes and the ClassA-3b notes and (c)the ClassA-4a notes and the ClassA-4b notes, constitute a single class and have equal rights to payments of principal and interest.]

The depositor initially will retain the residual interest in the trust.

Payment Dates

The trust will pay interest and principal on the notes on payment dates, which will be the 15thday of each month (or, if not a business day, the next business day). The first payment date willbe ________, 20__.

The notes, except the ClassA-1 notes [and the floating rate notes], will accrue interest on a30/360 basis from the 15th day of the preceding month to the 15th day of the current month (orfrom the closing date to _______, for the first period).

The ClassA-1 notes [and the floating rate notes] will accrue interest on an actual/360 basisfrom the preceding payment date (or from the closing date, for the first period) to the followingpayment date.

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


		Final Scheduled
		Payment Date
ClassA-1 notes
ClassA-2 notes
ClassA-3 notes
ClassA-4 notes
ClassB notes
ClassC notes
ClassD notes

For a more detailed description of the payment of interest and principal on each payment date, youshould read Description of the Notes Payments of Interest and Payments of Principal in thisprospectus supplement.

Optional Redemption or Clean Up Call Option

The servicer will have a clean up call option to purchase the exchange note on any payment datethat the note balance is 5% or less of the initial note balance. The servicer may exercise itsclean up call option only if the purchase price for the exchange note will be sufficient to pay infull the notes[, all payments due to the hedge counterparty] and all fees and expenses of thetrust. Upon the servicers exercise of its clean up call option, the notes will be redeemed andpaid in full.

[Calculation Agent

The calculation agent will be the indenture trustee. The calculation agent will determine LIBORand calculate the interest rate for the floating rate notes.]

Form and Minimum Denomination

The notes will be issued in book-entry form. The offered notes will be available in minimumdenominations of $100,000 and in multiples of $1,000.

Exchange Note

The primary asset of the trust will be an exchange note issued by the titling companies to FordCredit. The exchange note will be issued under a revolving credit facility provided by Ford Creditto 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 $_________. The exchange notewill accrue interest at a rate of __%.

S-7

The titling companies will use amounts received on a reference pool of leases and leased vehiclesto make payments on the exchange note. These amounts include:

		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 theleased vehicles.

For a more detailed description of the Exchange Note you should read Description of the ExchangeNote in this prospectus supplement.

Reference Pool

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

The securitization value of a lease is the sum of the present values of (1)the remainingscheduled base monthly payments and (2)the base residual value of the related leased vehicle. Thebase residual value of a leased vehicle is the lesser of the contract residual value and the ALGbase residual value for the leased vehicle. The total securitization value is the aggregatesecuritization value of all leases in the reference pool.

For more information about the calculation of securitization value, you should read the definitionof securitization value in the Glossary of Certain Terms in this prospectus supplement.

Summary characteristics of the reference pool on the cutoff date:


Number of leases
Initial total securitization value	$
Residual portion of securitization value	$
Residual portion of securitization value⁽¹⁾		%
Base monthly payments plus baseresidual value	$
Base residual value	$
Base residual value⁽²⁾		%
Base residual value⁽¹⁾		%
Weighted average⁽³⁾remaining term		months
Weighted average⁽³⁾original term		months
Weighted average⁽³⁾FICO^®score


⁽¹⁾		As a percentage of the initial total securitization value.

⁽²⁾		As a percentage of base monthly payments plus base residual value.

⁽³⁾		Weighted averages are weighted by the securitization value of each lease on thecutoff date.

For more information about the characteristics of the reference pool, you should read Compositionof the Reference Pool attached as Annex A to this prospectus supplement.

Trust Assets

The trust assets will include:

		the exchange note,

		rights to funds in the reserve account and the collection account,

		rights under the transaction documents for the removal of ineligible and certainother leases and leased vehicles, and

		rights under the transaction documents for servicer advances.

Servicer

Ford Credit will be the servicer of the leases and leased vehicles in the reference pool.

The trust will pay the servicer on each payment date (1)a servicing fee for each month equal to1/12 of ___% of the total securitization value at the beginning of the preceding month and (2)anadministration fee equal to 1/12 of ___% of the note balance of the notes at the end of thepreceding month.

For more information about the servicer, you should read Transaction Parties Servicer in thisprospectus supplement.

S-8

Priority of Payments on the Exchange Note

On each payment date, the indenture trustee will apply available funds to make payments on theexchange note in the order of priority listed below. Available funds generally will include allamounts collected on the reference pool from the preceding month. This priority will not apply tothe proceeds from the sale of any portion of the reference pool if the exchange note is acceleratedafter a facility default or an exchange note event of default.

(1)		Servicing Fee and Advance Reimbursemnt* to the servicer, the servicing fee andreimbursem*nt of outstanding advances,

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

(3)		Principal to the trust, principal on the exchange note equal to the excess of (a)the total securitization value at the beginning of the preceding month, over (b)the totalsecuritization value at the beginning of the month that includes the payment date, plus anyprincipal required to be paid on prior payment dates that remains unpaid,

(4)		Shortfall Payments to the trust, all amounts necessary to cover any shortfall inpayments on the notes on such payment date,

(5)		Reserve Account to the reserve account, the amount, if any, required to reach thetargeted reserve amount,

(6)		Shared Amounts to be applied as shared amounts with respect to any exchange noteother than the exchange note owned by the trust if there has been a failure to pay principalor interest owed on such other exchange note, and

(7)		Remaining Amounts to be applied under the revolving credit facility, all remainingcollections.

For a more detailed description of the priority of payments on the exchange note and the allocationof funds on each payment date you should read Description of the Exchange Note Priority ofPayments on the Exchange Note and Shared Amounts in this prospectus supplement.

Priority of Payments on the Notes

On each payment date, the trust will apply the amounts received on the exchange note on suchpayment date [and any net hedge receipts] to make payments in the order of priority listed below.This priority will not apply to the proceeds from the sale of the exchange note if the notes areaccelerated after an event of default:

(1)		Trustee Fees and Expenses to the indenture trustee and the owner trustee, all fees,expenses and indemnities due, and to or at the direction of the trust, any expenses of thetrust, up to a maximum amount of $_______ per year,

(2)		Administration Fee to the servicer, the administration fee,

(3)		[Net Hedge Payments ratably to the hedge counterparty, any net hedge payments due,]

(4)		[SeniorHedge Termination Payments to the hedge counterparty, senior hedgetermination payments due to the hedge counterparty,]

(5)		ClassA Note Interest to the ClassA noteholders, interest due on the ClassA notes,pro rata based on the principal amount of the ClassA notes,

(6)		First Priority Principal Payment to the ClassA noteholders, sequentially by class,the amount equal to the excess of (a)the principal amount of the ClassA notes, over (b)thetotal securitization value at the beginning of the month that includes the payment date,

(7)		ClassB Note Interest to the ClassB noteholders, interest due on the ClassB notes,

(8)		Second Priority Principal Payment to the ClassA and ClassB noteholders,sequentially by class, the amount equal to the excess of (a)the principal amount of the ClassA and ClassB notes, over (b)the total securitization value at the beginning of the monththat includes the payment date, which amount will be reduced by any first priority principalpayment on that payment date,

S-9

(9)		ClassC Note Interest to the ClassC noteholders, interest due on the ClassC notes,

(10)		Third Priority Principal Payment to the ClassA, ClassB and ClassC noteholders,sequentially by class, the amount equal to the excess of (a)the principal amount of the ClassA, ClassB and ClassC notes, over (b)the total securitization value at the beginning of themonth that includes the payment date, which amount will be reduced by any first and secondpriority principal payments on that payment date,

(11)		ClassD Note Interest to the ClassD noteholders, interest due on the ClassDnotes,

(12)		Regular Principal Payment to the noteholders, sequentially by class, the amountequal to the excess of (a)the total securitization value at the beginning of the precedingmonth, over (b)the total securitization value at the beginning of the month that includes thepayment date, which amount will be reduced by any priority principal payment on that paymentdate, plus any principal required to be paid on prior payment dates that remains unpaid,

(13)		Reserve Account to the reserve account, the amount required to reach the targetedreserve amount,

(14)		[Subordinated Hedge Termination Payments to the hedge counterparty, any hedgetermination payments due to the hedge counterparty to the extent not paid in (4)above,]

(15)		Additional Fees and Expenses to the indenture trustee, the owner trustee and thetrust, all amounts due to the extent not paid in (1)above, and

(16)		Residual Interest to the holder of the residual interest in the trust, allremaining amounts.

The trust will not pay principal on any class of notes until the principal amounts of all moresenior classes of notes are paid in full.

For a more detailed description of the priority of payments on each payment date, you should readDescription of the Notes Priority of Payments in this prospectus supplement.

Credit Enhancement

Credit enhancement provides protection for the notes against losses on the leases and leasedvehicles in the reference pool and potential shortfalls in the amount of cash available to thetrust to make required payments. If the credit enhancement is not sufficient to cover all amountspayable on the notes, notes having a later final scheduled payment date will bear a greater risk ofloss 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 $_______ in the reserve account, which is __% ofthe initial total securitization value. The targeted reserve amount will be $_______, which is __%of the initial total securitization value.

If collections on the exchange note are insufficient to cover all amounts payable under priorities(1)through (4)under  Priority of Payments on the Exchange Note above, the indenture trusteewill withdraw funds from the reserve account to cover the shortfall. The indenture trustee willalso withdraw funds from the reserve account to the extent needed to pay any class of notes in fullon its final scheduled payment date or to pay the notes following the sale of the exchange noteupon an event of default and acceleration of the notes.

If, on any payment date, the targeted reserve amount is not on deposit in the reserve account, thereserve account will be funded from collections on the reference pool and payments on the exchangenote until the targeted reserve amount is reached, in each case, after all higher priority paymentshave been made.

For more information about the reserve account, you should read Credit Enhancement ReserveAccount in this prospectus supplement.

S-10

Subordination

The trust will pay interest to all classes of the ClassA notes and then will pay interestsequentially to the remaining classes of notes in order of seniority. The trust will not payinterest on the ClassB, ClassC or ClassD notes until all interest due on the ClassA notes ispaid in full.

The trust will pay principal sequentially to each class of notes in order of seniority (beginningwith the ClassA-1 notes). The trust will not pay principal on any class of notes until theprincipal amounts of all more senior classes of notes are paid in full.

In addition, if a priority principal payment is required on any payment date, the trust will payprincipal to the most senior class of notes outstanding prior to the payment of interest on theaffected subordinated notes on that payment date.

For a more detailed description of the priority of payments, including changes to the priorityafter an event of default and acceleration of the notes, you should read Description of the Notes Priority of Payments, Post-Acceleration Priority of Payments and Credit Enhancement Subordination in this prospectus supplement.

Excess Spread

For any payment date, there are two types of excess spread. First, there is the excess spreadrepresenting the excess of collections on the reference pool over the sum of the servicing fee, theinterest payments on the exchange note plus the reduction in the total securitization value. Thisexcess spread will be available to pay principal on the exchange note or to cover any shortfall inpayment on the notes. Second, there is the excess spread representing the excess of the interestpayments on the exchange note received by the trust over the senior fees and expenses of thetrust[, the senior payments to the hedge counterparty,] and the interest payments on the notes.This excess spread will be available to pay principal on the notes.

For a more detailed description of the use of excess spread as credit enhancement, you should readCredit Enhancement Excess Spread in this prospectus supplement.

Overcollateralization

Overcollateralization is the amount by which the total securitization value exceeds the principalamount of the notes. Overcollateralization means there will be additional leases and leasedvehicles generating collections that can be used to cover losses on the reference pool. On theclosing date, overcollateralization will be $________, which is ___% of the initial totalsecuritization value.

For a more detailed description of the overcollateralization, you should read Credit Enhancement Overcollateralization in this prospectus supplement.

Removal of Leases and Leased Vehicles from the Reference Pool

Ford Credit, as servicer, may be required from time to time to remove certain leases and leasedvehicles from the reference pool and to make a corresponding payment to the collection account.Ford Credit will be required to remove a lease and leased vehicle from the reference pool if (1)the representations it made about the lease and leased vehicle are later discovered to have beenuntrue, are not cured and have a material adverse effect on the lease or leased vehicle, (2)itsservicing materially impairs the lease or leased vehicle, (3)it changes the amount of the monthlypayment [or the number of monthly payments due under the lease] or (4)the leased vehicle is nolonger owned by a titling company.

For a more detailed description of the servicers obligations to remove ineligible leases andleased vehicles you should read Reference Pool Representations about the Reference Pool andObligation to Remove Ineligible Leases and Leased Vehicles upon Breach in this prospectussupplement. For a more detailed description of the servicers other obligations to remove leasesand leased vehicles, you should read Servicing the Reference Pool and the SecuritizationTransaction Obligations to Remove Leases and Leased Vehicles in the prospectus.

Controlling Class

Holders of the Controlling Class will control certain decisions regarding the trust, includingwhether to declare or waive events of default and events of servicer termination, or accelerate

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thenotes, cause a sale of the exchange note or direct the indenture trustee to exercise other remediesfollowing an event of default. Holders of notes that are not part of the Controlling Class willnot have these rights.

[Interest Rate Hedges and Hedge Counterparty

The trust will enter into interest rate swaps to hedge the interest rate risks relating to thefloating rate notes. The initial notional amounts of the interest rate swaps will equal theprincipal amounts of the floating rate notes on the closing date.

__________ will be the hedge counterparty under the interest rate hedges for each class of floatingrate notes.

The hedge counterparty may transfer or assign its rights and obligations under the interest ratehedges only if the rating agency condition has been satisfied or it has provided prior notice tothe rating agencies as required by the interest rate hedges.

For a more detailed description of the interest rate hedges and the hedge counterparty, you shouldread Description of the Interest Rate Hedges and the Hedge Counterparty in this prospectussupplement.]

Ratings

The depositor expects that the offered notes will receive credit ratings from ______ nationallyrecognized statistical rating organizations, or rating agencies.

The ratings of the offered notes will address the likelihood of the timely payment of interest andthe ultimate payment of principal on the notes according to their terms. Each rating agency ratingthe offered notes will monitor the ratings using its normal surveillance procedures. Any ratingagency may change or withdraw an assigned rating at any time. Any rating action taken by onerating agency may not necessarily be taken by the other rating agency. No transaction party willbe responsible for monitoring any changes to the ratings on the offered notes.

Tax Status

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

___________ will deliver its opinion that, for U.S. federal income tax purposes:

		the offered notes will be treated as debt, and

		the trust will not be classified as an association or publicly traded partnershiptaxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you shouldread Tax Considerations in this prospectus supplement and in the prospectus.

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 ERISAConsiderations in this prospectus supplement and in the prospectus.

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, Suite800-B3
One American Road
Dearborn, Michigan 48126
Attention: Ford Credit SPE Management Office
Telephone number: (313)594-3495
Fax number: (313)390-4133

Contact Information for the Servicer

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite800-B3
One American Road
Dearborn, Michigan 48126
Attention: Securitization Operations Supervisor
Telephone number: (313)206-5899
Fax number: (313)390-4133

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Website: www.fordcredit.com

CUSIP Numbers


		CUSIP
ClassA-2a notes

[ClassA-2b notes]

ClassA-3a notes

[ClassA-3b notes]

ClassA-4a notes

[ClassA-4b notes]

ClassB notes

ClassC notes

ClassD notes

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RISK FACTORS

In addition to the risk factors starting on page [8] of the prospectus, you should considerthe following risk factors in deciding whether to purchase any of the offered notes.


[The ClassB, ClassC and ClassD notes will besubject to greater risk because of subordination]		[The ClassB noteswill bear greater riskthan the ClassA notesbecause no interestwill be paid on theClassB notes untilall interest on theClassA notes [and allpayments due to thehedge counterparty(other than certainsubordinated hedgetermination payments)]are paid in full, andno principal will bepaid on the ClassBnotes until theprincipal amount ofthe ClassA notes ispaid in full. TheClassC and ClassDnotes bear evengreater risk becauseof similarsubordination to allmore senior classes ofnotes.]

Residual value losses could result in losses on your notes		Because the leases inthe reference pool areclosed-end leases, youwill bear the riskthat the leasedvehicles are worthless than their baseresidual values at theend of the leases.The base residualvalues of the leasedvehicles equal ____%of the sum of the baseresidual values plusthe total base monthlypayments, which is thetotal amount that willbe available to payyour notes assumingeach base monthlypayment is made asscheduled and eachleased vehicle isreturned and sold foran amount equal to itsbase residual value.The base residualvalue of ____% of theleased vehicles bysecuritization valueequals the ALG baseresidual value of theleased vehicle.

		In order to establishresidual values, FordCredit and ALG eachtake into account anumber of factors thatwill affect the valueof each leased vehiclein the future,including thecharacteristics of thelease (such as theterm of the lease, themonth in which thelease is scheduled toterminate and themaximum allowablemileage) and theleased vehicle (suchas the vehicle make,type and model and themanufacturerssuggested retailprice). Certainfactors that can beexpected to affect thevalue of a leasedvehicle in the futurecan be predicted witha high degree ofcertainty, although itis impossible topredict with certaintythe magnitude of theeffect. For example,a vehicle leased undera lease that has alonger term or ahigher maximum allowedmileage wouldgenerally be expectedto have a lowerresidual value than anidentical vehicleleased under a leasethat has a shorterterm or a lowermaximum allowedmileage. There areother factors thatcannot be predictedwith a high degree ofcertainty that willalso affect the valueof a leased vehicle inthe future. Forexample, it isimpossible to predictwith certainty theresidual value of avehicle of a certainmake, type or modelrelative to theresidual value of avehicle of a differentmake, type or model.

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		In order to establishresidual values, FordCredit and ALG eachmake predictions abouta number of factorsthat may affect thesupply and demand forused vehicles,including changes inconsumer tastes andeconomic factors,vehicle manufacturerdecisions andgovernment actions asdescribed under RiskFactors Performanceof the reference poolis uncertain in theprospectus. In makingforecasts of the valueof used vehicles inthe future, FordCredit and ALG eachalso make predictionsabout a number offactors that affectused vehicle pricing,including housingprices, commodityprices, wage growth,consumer sentiment,interest rates, gasand oil prices and newvehicle sales. Noneof these factors canbe predicted withcertainty. Some ofthese factors areimpossible to quantifyand may besignificantly impactedby unanticipatedevents.

		In addition, almostall the leases in thereference pool wereoriginated underFord-sponsoredmarketing programs.Under these programs,the contract residualvalues of the leasedvehicles were sethigher than thecontract residualvalues Ford Creditwould otherwise haveset. As a result, theprice at which alessee may purchaseone of these leasedvehicles was also sethigher than it wouldotherwise have beenset, making it morelikely that thepurchase price willexceed the marketvalue of the leasedvehicle and lesslikely that a lesseewill purchase one ofthese leased vehicles.Consequently, a largeportion of the leasedvehicles will likelybe returned at leaseend. The net salesproceeds on thesereturned vehicles maybe less than theirbase residual values.Finally, you may notreceive the fullbenefit if the marketvalue is greater thanthe base residualvalue because thelessee has the rightto purchase the leasedvehicle for an amountthat exceeds thecontract residualvalue by no more than$500.

		Because residualvalues cannot bepredicted withcertainty and you willbear the risk if theleased vehicles areworth less than theirbase residual valuesand may not receivethe full benefit ifthey are worth morethan their baseresidual values, youmay experience losseson your notes.

An event of default and acceleration of the notesmay result in earlier than expected payment ofyour notes or losses on your notes		An event of defaultmay result in anacceleration ofpayments on yournotes. You willsuffer losses ifcollections on thereference pool and theproceeds of any saleof the leases andleased vehicles or theexchange note areinsufficient to paythe amounts owed onyour notes [and anypayments due to thehedge counterparty].If your notes are paidearlier than expected,you may not be able toreinvest the principalat a rate of returnthat is equal to orgreater than the rateof return on yournotes. If the notesare accelerated afteran event of default,the trust will not payinterest or principalon any notes that arenot part of theControlling Classuntil all interest andprincipal on the notesof the ControllingClass [and anypayments due to thehedge counterparty forthe Controlling Class(other than certainsubordinated hedgetermination payments)]are paid in full.

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		For a more detaileddescription of eventsof default andacceleration of thenotes, you should readDescription of theNotes Events ofDefault andAcceleration in thisprospectus supplementand Description ofthe Notes Events ofDefault and Remediesin the prospectus.For a more detaileddescription of thechange in the priorityof payments followingcertain events ofdefault andacceleration of thenotes, you should readDescription of theNotes Priority ofPayments and Post-AccelerationPriority of Paymentsin this prospectussupplement.

Geographic concentration may result in more riskto you		As of the cutoff date,the billing addressesof the lessees of theleases in thereference pool wereconcentrated in ______(____%), _______(____%), _______(____%), _______(____%), _______(____%), _______(____%) and _______(____%). No otherstate constituted morethan 5% of the initialtotal securitizationvalue. Economicconditions or otherfactors affectingthese states inparticular couldadversely impact thedelinquency, creditloss, repossession orresidual lossexperience on thereference pool andcould result in delaysin payments or losseson your notes.

Financial market disruptions and a lack ofliquidity in the secondary market could adverselyaffect the market value of your notes and/or limityour ability to resell your notes		Over the past severalyears, majordisruptions in theglobal financialmarkets caused asignificant reductionin liquidity in thesecondary market forasset-backedsecurities. Whileconditions in thefinancial markets andthe secondary marketshave recentlyimproved, there can beno assurance thatfuture events will notoccur that could havea similar adverseeffect on liquidity ofthe secondary market.If the lack ofliquidity in thesecondary marketrecurs, it couldadversely affect themarket value of yournotes and/or limityour ability to resellyour notes.

		For more informationabout how illiquiditymay impact yourability to resell yournotes, you should readRisk Factors Theabsence of a secondarymarket for your notescould limit yourability to resellthem in theprospectus.

The continuing economic downturn may adverselyaffect the performance of the reference pool,which could result in losses on your notes		Over the past fewyears, the UnitedStates experienced asevere economicdownturn thatadversely affected theperformance of theleases and the valueof the leased vehiclesin the reference pool.During this downturn,high unemployment anda lack of availabilityof credit led toincreased delinquencyand default rates bylessees, as well asdecreased consumerdemand for cars,trucks and utilityvehicles and reducedused vehicle prices,which increased theamount of losses onleased vehiclesreturned at lease endand defaulted leases.While certain economicfactors have improvedrecently, otherfactors, such asunemployment, have notyet improved. If theeconomic downturnworsens or continuesfor a prolonged periodof time, delinquenciesand losses on theleases could increaseagain, which couldresult in losses onyour notes.

		For more informationabout the delinquency,repossession andcredit loss experiencefor Ford Creditsportfolio of U.S.retail leasecontracts, you shouldread TransactionParties Servicer Delinquency,Repossession andCredit LossExperience in thisprospectus supplement.

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A reduction, withdrawal or qualification of theratings on your notes, or the issuance ofunsolicited ratings on your notes, could adverselyaffect the market value of your notes and/or limityour ability to resell your notes		The ratings on theoffered notes are notrecommendations topurchase, hold or sellthe offered notes anddo not address marketvalue or investorsuitability. Theratings reflect therating agencysassessment of thefuture performance ofthe reference pool,the credit enhancementon the notes and thelikelihood ofrepayment of theoffered notes. Therecan be no assurancethat the referencepool and/or theoffered notes willperform as expected orthat the ratings willnot be reduced,withdrawn or qualifiedin the future as aresult of a change ofcirc*mstances,deterioration in theperformance of thereference pool, errorsin analysis orotherwise. None ofthe depositor, thesponsor or any oftheir affiliates willhave any obligation toreplace or supplementany credit enhancementor to take any otheraction to maintain anyratings on the offerednotes. If the ratingson your notes arereduced, withdrawn orqualified, it couldadversely affect themarket value of yournotes and/or limityour ability to resellyour notes.

		The sponsor has hired[two] nationallyrecognized statisticalrating organizations,or NRSROs, and willpay them a fee toassign ratings on thenotes. The sponsorhas not hired anyother NRSRO to assignratings on the notesand is not aware thatany other NRSRO hasassigned ratings onthe notes. However,under SEC rules,information providedto a hired NRSRO forthe purpose ofassigning ormonitoring the ratingson the notes isrequired to be madeavailable to non-hiredNRSROs in order tomake it possible forsuch non-hired NRSROsto assign unsolicitedratings on the notes.An unsolicited ratingcould be assigned atany time, includingprior to the closingdate, and none of thedepositor, thesponsor, theunderwriters or any oftheir affiliates willhave any obligation toinform you of anyunsolicited ratingsassigned after thedate of thisprospectus supplement.NRSROs, including thehired rating agencies,have differentmethodologies,criteria, models andrequirements. If anynon-hired NRSROassigns an unsolicitedrating on the offerednotes, there can be noassurance that suchrating will not belower than the ratingsprovided by the hiredrating agencies, whichcould adversely affectthe market value ofyour notes and/orlimit your ability toresell your notes. Inaddition, if thesponsor fails to makeavailable to thenon-hired NRSROs anyinformation providedto any hired ratingagency for the purposeof assigning ormonitoring the ratingson the notes, a hiredrating agency couldwithdraw its ratingson the offered notes,which could adverselyaffect the marketvalue of your notesand/or limit yourability to resell yournotes.

		You should make yourown evaluation of thefuture performance ofthe reference pool andthe credit enhancementon the offered notes,and not rely solely onthe ratings on theoffered notes.

Federal financial regulatory reform could have anadverse impact on Ford Credit, the depositor orthe trust		The Dodd-Frank WallStreet Reform andConsumer ProtectionAct, or theDodd-Frank Act, isextensive legislationthat impacts financialinstitutions and othernon-bank financialcompanies, such asFord Credit. Inaddition, theDodd-Frank Act willimpact the offering,marketing andregulation of consumerfinancial products andservices, and willincrease regulation ofthe securitization andderivatives markets.Many of the newrequirements will bethe subject ofimplementingregulations which haveyet to be released.

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		Until implementingregulations areissued, there can beno assurance that thenew requirements willnot have an adverseimpact on theservicing of theleases and leasedvehicles, on FordCreditssecuritizationprograms or on theregulation andsupervision of FordCredit, the depositoror the trust.

		For a discussion ofthe alternativeliquidation frameworkestablished by theDodd-Frank Act forcertain non-bankfinancial companies,you should read"RiskFactors Federalfinancial reform couldhave an adverse impacton Ford Credit, thedepositor and thetrust and"SomeImportant LegalConsiderations TheDodd-Frank Act in theprospectus.

[Retention of any of the notes by the depositor oran affiliate of the depositor could adverselyaffect the market value of your notes and/or limityour ability to resell your notes]		[Some or all of one ormore classes of thenotes may be retainedby the depositor orconveyed to anaffiliate of thedepositor. As aresult, the market forsuch a retained classof notes may be lessliquid than wouldotherwise be the caseand, if any retainednotes are subsequentlysold in the secondarymarket, it couldreduce demand fornotes of that classalready in the market,which could adverselyaffect the marketvalue of your notesand/ or limit yourability to resell yournotes.]

[Risks associated with the interest rate hedges]		[The trust will enterinto interest rateswaps with a hedgecounterparty to hedgethe interest rate riskrelating to thefloating rate notesbecause the exchangenote owned by thetrust bears interestat a fixed rate whilethe floating ratenotes will bearinterest at a floatingrate.

		If the floating ratepayable by the hedgecounterparty under aninterest rate swap issubstantially greaterthan the fixed ratepayable by the trust,the trust will be moredependent on receivingpayments from thehedge counterparty inorder to make interestpayments on the noteswithout using amountsthat would otherwisebe used to payprincipal on thenotes.

		If the floating ratepayable by the hedgecounterparty under aninterest rate swap isless than the fixedrate payable by thetrust, the trust willbe obligated to makepayments to the hedgecounterparty. Theamount payable to thehedge counterparty mayrank higher inpriority than paymentson your notes.

		If the hedgecounterparty fails tomake any paymentsrequired under aninterest rate hedgewhen due, payments onyour notes may bereduced or delayed.

		An interest rate hedgegenerally may not beterminated except uponthe failure of eitherparty to make paymentswhen due, theinsolvency of eitherparty, illegality, anoccurrence of an eventof default thatresults inacceleration of thenotes and liquidationof the pool ofreceivables, themaking of an amendmentto the transactiondocuments thatadversely affects thehedge counterpartywithout its consent,or the failure of thehedge counterparty topost collateral,assign the interestrate hedge to aneligible substitutecounterparty or takeother correctiveaction if the hedgecounterpartys creditratings drop below thelevels set forth inthe rating agencyscriteria sufficient,in each case, tomaintain thethen-current ratingsof the

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		classes ofnotes. Upontermination of aninterest rate swap, atermination paymentmay be due to thetrust or due to thehedge counterparty.Any such terminationpayment could besubstantial if marketinterest rates andother conditions havechanged materially.To the extent not paidby a replacement hedgecounterparty, anytermination paymentswill be paid by thetrust from fundsavailable for suchpurpose, and paymentson your notes may bereduced or delayed.

		If a hedgecounterpartys creditrating drops below thelevels set forth in arating agencyscriteria and atermination eventoccurs under theinterest rate hedgesbecause the hedgecounterparty fails totake one of therequired correctiveactions, that ratingagency may place itsratings on the noteson watch or reduce orwithdraw its ratingsif the trust does notdeclare a terminationevent and replace thehedge counterparty.In thesecirc*mstances, ratingson both fixed ratenotes and floatingrate notes could beaffected.]

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TRANSACTION PARTIES

The following information identifies certain transaction parties for this securitizationtransaction. For a description of the other transaction parties, and a description of the rightsand responsibilities of all transaction parties, you should read Sponsor and Servicer,Depositor, Issuing Entity, Indenture Trustee, Owner Trustee, Titling Companies,Collateral Agent and Administrative Agent in the prospectus.

Depositor

The depositor is Ford Credit Auto Lease Two LLC. Ford Credit is the sole member of thedepositor.

Issuing Entity

The issuing entity for this securitization transaction is Ford Credit Auto Lease Trust20__-__. The trusts fiscal year is the calendar year.

On the closing date, the depositor will sell the exchange note to the trust and make aninitial deposit in the reserve account in exchange for the notes and the residual interest in thetrust. The following table shows the capitalization of the trust on the closing date afterissuance of the notes.


		Principal Amount
ClassA-1 notes		$
ClassA-2a notes
[ClassA-2b notes]
ClassA-3a notes
[ClassA-3b notes]
ClassA-4a notes
[ClassA-4b notes]
ClassB notes
ClassC notes
ClassD notes
Residual Interest Overcollateralization

Total Exchange Note Initial Note Balance		$

Owner Trustee

U.S. Bank Trust National Association, or U.S. Bank Trust, will act as the owner trusteeunder the trust agreement. U.S. Bank Trust is a national banking association and a wholly-ownedsubsidiary of U.S. Bank National Association, or U.S. Bank, the ____ largest commercial bank inthe United States. U.S. Bancorp, with total assets exceeding $_________ as of _________, 20__, isthe parent company of U.S. Bank. As of _________, 20__, U.S. Bancorp served approximately__________ customers and operated over ______ branch offices in __ states. A network ofspecialized U.S. Bancorp offices across the nation provides a comprehensive line of banking,brokerage, insurance, investment, mortgage, trust and payment services products to consumers,businesses, governments and institutions.

U.S. Bank Trust has provided owner trustee services since 2000. As of ________, 20__, U.S.Bank Trust was acting as owner trustee with respect to over ____ issuances of securities. Thisportfolio includes mortgage-backed and asset-backed securities.

For a description of the duties and responsibilities of the owner trustee, you should readOwner Trustee in the prospectus.

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Indenture Trustee

The Bank of New York Mellon, a New York banking corporation, will act as the indenturetrustee under the indenture. Its principal corporate trust office is located at 101 BarclayStreet, New York, New York 10286. The Bank of New York Mellon has been, and currently is, servingas indenture trustee and trustee for numerous securitization transactions and programs involvingpools of auto leases. The Bank of New York Mellon is one of the largest corporate trust providersof trust services on securitization transactions.

For a description of the duties and responsibilities of the indenture trustee, you should readIndenture Trustee in the prospectus.

Titling Companies

The titling companies are CAB East LLC and CAB West LLC. The titling companies purchaseleases and the related leased vehicles from dealers. Each leased vehicle is titled in the name ofone of the titling companies and the collateral agent is named as secured party on the certificateof title.

CAB East Holdings, LLC is the sole member of CAB East LLC. CAB West Holdings Corporation isthe sole member of CAB West LLC.

For a description of the duties and responsibilities of the titling companies, you should readTitling Companies in the prospectus.

Collateral Agent

HTD Leasing LLC, or HTD, is the collateral agent under the credit and security agreement.U.S. Bank National Association is the sole member of HTD.

For a description of the duties and responsibilities of the collateral agent, you should readCollateral Agent in the prospectus.

Administrative Agent

U.S. Bank is the administrative agent under the credit and security agreement. U.S. Bancorp,with total assets exceeding $_______ as of _________, 20__, is the parent company of U.S. Bank, thefifth largest commercial bank in the United States. As of ________, 20__, U.S. Bancorp servedapproximately ____ customers and operated over ____ branch offices in ___ states. A network ofspecialized U.S. Bancorp offices across the nation provides a comprehensive line of banking,brokerage, insurance, investment, mortgage, trust and payment services products to consumers,businesses, governments and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with offices in ___U.S. cities. The credit and security agreement will be administered from U.S. Banks corporatetrust office located at 209 S. LaSalle Street, Suite300, Chicago, Illinois 60604.

U.S. Bank has provided corporate trust services since 1924. As of _______, 20__, U.S. Bankwas acting as trustee with respect to over ___ issuances of securities. This portfolio includescorporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debtobligations.

For a description of the duties and responsibilities of the administrative agent, you shouldread Administrative Agent in the prospectus.

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Sponsor

Ford Credit is the sponsor of this securitization transaction and is responsible forstructuring the transaction.

The following table contains information about the leases purchased by Ford Credit and thetitling companies from dealers during each of the periods indicated.

Origination Characteristics

___ Months Ended

_______,

Year Ended December 31,

20__

Number of leases originated⁽¹⁾

Total acquisition cost (in millions)

Weighted average⁽²⁾original term (in months)

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


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

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

⁽³⁾		This weighted average excludes leases that have lessees who do not haveFICO^®scores because they (a)are not individuals and use the leased vehicles forcommercial purposes, or (b)are individuals with minimal or no recent credit history. For adescription of FICO^®scores, you should readSponsor and Servicer Origination,Purchasing and Underwriting in the prospectus.

Material Changes to Origination, Purchasing and Underwriting Policies and Procedures

[During the period covered in the above table, Ford Credit changed its origination andpurchasing policies and procedures for leases to respond to market conditions and competitivepressures and to pursue different business strategies. Although Ford Credits origination andpurchasing policies focus on supporting the sale of new Ford vehicles, due to the residual riskassociated with closed-end leases, Ford Credit generally establishes a target for its leasepurchases based on a percentage of Fords retail vehicle sales forecast and works with Ford todesign marketing programs to achieve this target. The relative cost and availability of fundingsources also impact Ford Credits willingness to purchase leases. Fords pricing policiesencourage higher credit quality lessees. These policies have contributed to an increase in creditscores and other credit quality measurements since 2006.

Almost all of the leases purchased by Ford Credits titling companies are originated underFord-sponsored marketing programs. Changes in Ford-sponsored marketing programs from programs forleasing to programs for retail installment financing and vice versa are the primary reasons forincreases or decreases in the number of leases purchased.

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

During 2006 and 2007, Ford Credits purchases of leases increased due to Ford-sponsoredmarketing programs for leasing and generally favorable funding conditions.

Following the significant decline in auction values in mid-2008 and financial marketdisruptions, Ford shifted its marketing programs to focus primarily on retail installment financingand Ford Credit lowered its purchase target for leases. Ford Credits purchases of leases declinedin 2009 due to lower sales of Ford vehicles,ongoing marketing programs for retail installmentfinancing, lower purchase targets and continuing funding constraints. In addition, Ford Creditdiscontinued purchasing leases of Mazda vehicles

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in January2009, of Jaguar and Land Rover vehiclesin February2009 and of Volvo vehicles in December2009. In late 2009, however, Ford Creditincreased its purchase target for leases.

In the second quarter of 2007, Ford Credit launched a new advisory tool that provides thecredit analyst with an analysis of each offered lease, including an analysis of application andcredit bureau information and an automated approval recommendation index based on factors notincluded in Ford Credits scoring model to assist the analyst in making better credit decisions.

As part of its normal cycle plan, Ford Credit launched new origination scoring models for bothcommercial and consumer credit applications in the second quarter and third quarter of 2008,respectively, and a business entitys commercial credit risk score, if available, was added as anew variable in the origination scoring models for commercial credit applications. In April2009,Ford Credit adjusted its models to more accurately reflect portfolio performance and macroeconomicconditions. As part of its normal cycle plan, Ford Credit launched its latest generationorigination scoring models for consumer credit applicants in July2010. In April2011, Ford Creditbegan using FICO^®scores generated by a new model launched by Fair Isaac Corporation.

Ford Credit launched enhanced electronic decisioning models in March2007 that increased thepercentage of credit applications approved or rejected through the models. In the third quarter of2008, Ford Credit adopted a more conservative electronic decisioning strategy that reduced thepercentage of applications approved through the models. This updated strategy resulted in thecredit analyst reviewing a higher percentage of applications, which allows for increased scrutinyof various credit indicators and segments of the portfolio.

In 2006 and 2007, Ford Credit completed a series of transformations and consolidations of itsU.S. sales and originations into six business centers that manage all originations. Thesetransformation and consolidation actions were implemented to provide cost efficiencies, ensureconsistency and control in origination processes, increase dealer and customer satisfaction andmake it easier to implement new technologies. As part of these transformations and consolidations,Ford Credit introduced new technologies that improved Ford Credits origination operations andincreased operating efficiencies and dealer support. These technologies include workforcescheduling software that better monitors staffing requirements, telephony upgrades and callmonitoring software to improve accessibility for customers, and performance monitoring software toimprove process discipline and consistency of lease originations.

In July2009, Ford Credit completed a restructuring of its operations to meet the changingbusiness conditions, including the decline in its lease and retail installment sale contractportfolios. The restructuring included the consolidation of its origination operations into fourof its existing business centers in order to achieve cost effectiveness consistent with its smallerportfolio of leases and retail installment sale contracts.

In October2009, Ford Credit completed the consolidation of its underwriting for commercialcustomers and support for commercial lines of credit into two of its business centers, whichimproves process consistency and leverages the skills of personnel with commercial expertise.]

For more information about Ford Credits origination and underwriting policies and procedures,you should read Sponsor and Servicer Origination, Purchasing and Underwriting in theprospectus.

Vintage Originations Information

Information about leases that were originated by Ford Credit in prior periods is in Annex B tothis prospectus supplement. Only retail leases for which Ford Credit has an ALG residual value areincluded in Annex B. The information in Annex B consists of residual performance and cumulativeloss data for leases originated by Ford Credit during the period listed and summary information forthe original characteristics of such leases. No assurance can be made that the residualperformance or loss

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experience of a particular pool of leases will be similar to the informationshown in Annex B for leases originated during any particular period.

Static Pool Information Prior Securitized Pools

Static pool information about prior pools of leases that were securitized by Ford Credit is inAnnex C. The information in Annex C consists of prepayment, delinquency, termination and loss datafor the prior securitized pools and summary information about the original characteristics of theprior pools. No assurance can be made that the prepayment, delinquency, termination or lossexperience of a particular pool of leases will be similar to the information shown in Annex C forthe prior securitized pools of leases.

Servicer

Ford Credit will be the servicer of the leases and leased vehicles in the reference pool andthe 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 andto the noteholders based on information and calculations provided by the servicer.

The following table shows Ford Credits delinquency, repossession and credit loss experiencefor its portfolio of leases. The table includes leases included in securitizations that FordCredit continues to service. Delinquency, repossession or credit loss experience may be influencedby a variety of economic, social, geographic and other factors beyond the control of Ford Credit.No assurance can be made that the delinquency, repossession or credit loss experience of a staticpool of leases will be similar to the historical experience shown below or that any trends shown inthe table will continue for any period.

[Since late 2008, the net loss rate has declined, primarily due to lower average net losses onleases charged off and a small decrease in the charge off rate. The decline in average net losseson leases charged off is primarily due to higher auction values, but auction values remainvolatile.]

Delinquencies, repossessions and credit losses are shown as a percentage of Ford Credits portfolioof leases. Over the periods shown, the portfolio size increases as new leases are originated anddecreases as existing leases are paid down or liquidated. The delinquency, repossession and creditloss percentages for a static pool of leases originated in any period would differ from theportfolio experience shown in the following table.

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Delinquency, Repossession and Credit Loss Experience

___ Months Ended

_______,

Year Ended December 31,

20__

Average number of leasesoutstanding⁽¹⁾

Average portfolio outstanding(in millions)⁽²⁾

Delinquencies

Average number ofdelinquencies⁽³⁾

31 - 60days

61 - 90days

Over 90days

Average number ofdelinquencies as a percentageofaverage number of leasesoutstanding

31 - 60days

61 - 90days

Over 90days

Repossessions and Credit Losses

Repossessions as a percentageof average number of leasesoutstanding⁽⁶⁾

Aggregate net losses (inmillions)⁽⁴⁾

Net losses as a percentage ofaverage portfoliooutstanding⁽⁶⁾

Net losses as a percentage ofgrossliquidations⁽⁵⁾

Number of leases charged off

Number of leases charged offas a percentage ofaverage number of leasesoutstanding⁽⁶⁾

Average net loss on leasescharged off


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

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

⁽³⁾		The period of delinquency is the number of days that more than $49.99 of a scheduledmonthly payment is past due, excluding bankrupt accounts.

⁽⁴⁾		Net losses are equal to the aggregate lease balance (including lease and othercharges) of all leases that are determined by the servicer to be uncollectible in the periodless any amounts received in the period on leases charged off in the period or any priorperiods. Net losses exclude all external costs associated with repossession and dispositionof the vehicle prior to charge off and include all external costs associated with continuedcollection efforts or repossession and disposition of the vehicle after charge off. Anestimated loss is recorded at the time a vehicle is repossessed and this estimated loss isadjusted to reflect the actual loss after the vehicle is sold. Realized losses for asecuritized pool of leases are equal to the securitization value of all leases that aredetermined to be uncollectible in the period less any amounts received on leases charged offin the period or any prior periods. In addition, realized losses for a securitized pool ofleases include all external costs associated with the repossession and disposition of thevehicles in that pool because the servicer is entitled to be reimbursed for these costs.Therefore, realized losses for a securitized pool of leases may be higher or lower than netlosses for those leases.

⁽⁵⁾		Gross liquidations are cash payments and charge offs that reduce the outstandingbalance of a lease.

⁽⁶⁾		For the non-annual periods, the percentages are annualized.

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Material Changes to Servicing Policies and Procedures

[In the fourth quarter of 2008, Ford Credit consolidated its account services and vehicleliquidations operations into two business centers. This consolidation was done to eliminatevariability and achieve greater efficiencies in these operations given lower portfolio levels.

In July2009, Ford Credit completed a restructuring of its operations to meet changingbusiness conditions, including the decline in its lease and retail installment sale contractportfolios. As a part of the restructuring plan, Ford Credit converted two of its business centersto loss prevention specialty centers, leveraging the skills of its seasoned loss prevention teamsto address increased delinquencies and manage portfolio losses.

As part of its normal cycle plan, in the first quarter of 2008, Ford Credit launched anupdated behavior scoring model used to predict the probability that an account will default. Thismodel was adjusted in March2009 to improve its performance. In December2009, Ford Creditlaunched a new behavior scoring model for its commercial portfolio. Consistent with its servicingpractices, Ford Credit has modified its collection efforts and increased collection activities inresponse to macroeconomic conditions that led to the increase in delinquencies since 2007.

In May2006, Ford Credit made Accelerate available to all Ford dealers and expanded it forvehicle sales for all Ford brands. In the first half of 2009, Ford Credit made Accelerateavailable to non-Ford dealers. As online purchasing has become more accepted, the portion ofeligible vehicles purchased through Accelerate has increased over time, reaching 35% of eligiblevehicles in 2008 but declining to approximately 25% of eligible vehicles in 2009 and has continuedto decline in 2010 due to strong auction values and lower return rates.

In 2007 and 2008, Ford offered an early lease termination program in quarterly intervals toall lessees whose leases were scheduled to terminate in the succeeding twelve months. Since 2009,Ford has offered quarterly regional programs on specific models. Approximately 6 to 7% of alllessees eligible for these programs terminated their leases early.]

For more information about Ford Credits servicing policies and procedures, you should readSponsor and Servicer Servicing and Collections in the prospectus.

Ratings of the Servicer

As of the date of the prospectus supplement, Ford Credits senior unsecured debt ratings are:

DBRS

Fitch

Moodys

S&P

Short-term debt ratings

Long-term debt ratings

Outlook

[Although the rating agencies have raised or indicated a more favorable outlook on FordCredits debt ratings recently, the rating agencies had previously lowered Ford Credits debtratings and may change the ratings or downgrade Ford Credit at any time.]

Based on its current ratings, Ford Credit, as servicer, will be required to remit collectionson the leases and leased vehicles in the reference pool to the trusts collection account withintwo business days of applying collections to the obligors account.

For more information about the deposit of collections, you should read Servicing theReference Pool and the Securitization Transaction Deposit of Collections in the prospectus.

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REFERENCE POOL

Criteria for Selecting the Reference Pool

The leases and leased vehicles in the reference pool were selected by Ford Credit from theleases and leased vehicles owned by the titling companies that meet the selection criteria. Theselection criteria include that each leased vehicle was a new car, light truck or utility vehicleat the beginning of the lease (Ford Credit considers a vehicle that has never been titled and hasnot been driven more than 6,000 miles to be a new vehicle), and that as of the cutoff date:

			no lease is currently more than 30days delinquent (Ford Credit considers alease delinquent if more than $49.99 of a monthly payment is overdue) although it mayhave been more than 30days delinquent in the past,

			no more than three payment extensions have been granted under the lease,

			each lease has an original term of not more than 48months, and

			no lease is subject to a bankruptcy proceeding.

Ford Credits portfolio of leases changes over time as a result of changes in Ford Creditsorigination, purchasing and underwriting policies, Ford-sponsored marketing programs and FordCredits lease securitization transactions, some of which use different selection criteria thanthis program.

Composition of the Reference Pool

Information regarding the composition of the reference pool and the characteristics of theleases and leased vehicles in the reference pool is in Annex A to this prospectus supplement.

Representations about the Reference Pool and Obligation to Remove Ineligible Leases and LeasedVehicles Upon Breach

Ford Credit, as servicer, will make representations about the leases and leased vehicles inthe reference pool on which the depositor and the trust will rely in acquiring the exchange note.Generally, these representations relate to legal standards for origination of the leases and leasedvehicles and the terms of the leases. Ford Credit also will represent that the leases and leasedvehicles in the reference pool satisfy the selection criteria, including those described underReference Pool Criteria for Selecting the Reference Poolin this prospectus supplement and thatthe data relating to the composition of the reference pool and the characteristics of the leasesand leased vehicles in the reference pool in Annex A to this prospectus supplement are true andcorrect in all material respects.

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In addition, Ford Credit will represent that:

			it did not use selection procedures believed to be adverse to the holder ofthe exchange note in selecting the leases and leased vehicles in the reference poolfrom other leases and leased vehicles that meet the selection criteria,

			each lease and leased vehicle in the reference pool is owned by one of thetitling companies,

			each lease in the reference pool is the enforceable payment obligation ofthe lessee and no lessee has asserted any right of rescission, setoff or defensesagainst the lease,

			the collateral agent has a first priority perfected security interest inthe leases and leased vehicles in the reference pool, and

			the leases and leased vehicles in the reference pool were originated andhave been serviced in compliance with applicable laws in all material respects.

If any of the representations made by Ford Credit about a lease or leased vehicle was untruewhen made, the lease or leased vehicle was not eligible to be included in the reference pool. IfFord Credit has actual knowledge, or receives notice from the trust or the indenture trustee, thatany representation made by Ford Credit was untrue when made and the breach has a material adverseeffect on the lease or leased vehicle, Ford Credit will be allowed to cure the breach. If FordCredit fails to cure the breach in all material respects by the end of the second month followingthe month it learns of the breach, it must remove the lease and leased vehicle from the referencepool on or before the payment date following the end of the cure period. Ford Credit must depositin 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 receivedbut not yet due.

Ford Credit will be deemed to have actual knowledge of a breach if a designated employee ofFord or Ford Credit who is responsible for the securitization transaction, or a responsibleperson, learns of the breach. Ford Credit will designate to the indenture trustee its responsiblepersons for this purpose. A noteholder may obtain a list of responsible persons by request to theindenture trustee or the depositor.

Ford Credits obligation to remove ineligible leases and leased vehicles from the referencepool will be the sole remedy of the trust, the indenture trustee, the noteholders and thecollateral agent for any losses resulting from a breach of the representations of Ford Credit.None of the indenture trustee, the owner trustee, the servicer or the depositor will have any dutyto investigate whether any lease or leased vehicle may be an ineligible lease or leased vehicle.

MATURITY AND PREPAYMENT CONSIDERATIONS

General

The final scheduled payment date for each class of notes is listed on the cover of thisprospectus supplement. Ford Credit determined these dates (1)for the ClassA-1 notes, byselecting the latest payment date falling in the 397-day period following the date of pricing ofsuch notes, (2)for the ClassA-2 notes and ClassA-3 notes, by selecting the payment date that is[six months after the date calculated assuming all leases pay as scheduled with no delays, defaultsor prepayments], (3)for the ClassA-4 notes, by selecting the payment date that is [nine monthsafter the date calculated assuming all leases pay as scheduled with no delays, defaults orprepayments], (4)for the ClassB notes, by selecting the payment date that is [_________], (5)forthe ClassC notes, by selecting the payment date that is [_________] and (6)for the ClassD notes,by selecting the payment date that is [_________]. [Ford Credit expects that the final payment ofeach class of notes will occur before its final scheduled payment date. The final payment of anyclass of notes could occur significantly earlier (or could occur later) than such classs finalscheduled payment date because the rate of payment of principal of each class of notes dependsprimarily on the rate of payment (including prepayment) by the lessees on the leases in thereference pool and the rate at which returned or repossessed leased vehicles in the reference poolare sold.

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Higher than anticipated rates of prepayment and defaults on the leases in the reference poolwill cause principal to be paid to the noteholders faster than expected. Noteholders will bear therisk of not being able to reinvest any principal repaid faster than expected at a rate of returnthat is equal to or greater than the rate of return on the notes. In the case of notes purchasedat a discount, noteholders should consider the risk that a slower than anticipated rate ofprepayments on the receivables could result in an actual rate of return that is less than theanticipated rate of return.]

Weighted Average Life of the Notes

Prepayments on the leases can be measured relative to a prepayment standard or model. Thissecuritization transaction uses the Absolute Prepayment Model commonly referred to as ABS, whichuses an assumed rate of prepayment each month relative to the original number of leases in a pool.For example, in a pool of leases originally containing 10,000 leases, a 1% ABS rate means that 100leases prepay in full each month. ABS assumes that the leases that prepay in any period have thesame characteristics as the leases remaining in the pool. ABS is not a historical description ofprepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets.

The ABS tables below were prepared based on the reference pool having the characteristics inthe Payment Schedule of Leases table in Annex A to this prospectus supplement, which shows thedecline in securitization value and the payments received each month on the leases in the referencepool assuming (1)each base monthly payment is made as scheduled with no prepayments, delays ordefaults and (2)each leased vehicle is returned and sold for an amount equal to its base residualvalue in the month after the month in which the final base monthly payment is made.

Ford Credit developed the prepayment curve and the prepayment assumptions described below, orthe 100% Prepayment Assumption, for the leases in the reference pool based on the historicalperformance of Ford Credits portfolio of leases. The 100% Prepayment Assumption assumes that:

			[prepayments on the reference pool (1)occur at __% ABS for the ____quarter of 20__ (___ through ___), (2)occur at __% ABS for the ____quarter of 20__(___ through ___), (3)occur at __% ABS for the ____ quarter of 20__(___ through ___),(4)occur at __% ABS for the ____ quarter of 20__ (___ through ___),(5)occur at ____%ABS in _____ 20__, (6)occur at ____% ABS in _____ 20__,(7)occur at ____% ABS in_____ 20__, (8)occur at ____% ABS in _____ 20__, (9)occur at ____% ABS in _____ 20__and (10)remain at that level until all the leases in the reference pool are paid infull,]

			if a lease prepays in full, an amount equal to the remaining securitizationvalue of the lease is received,

			unless a lease prepays in full, each base monthly payment is made asscheduled, with no delays, defaults or prepayments,

			unless a lease prepays in full, the related leased vehicle is returned andsold for an amount equal to its base residual value in the month after the month inwhich the final base monthly payment is made, and

			no lease is removed from the reference pool by the servicer.

The actual characteristics and performance of the reference pool will differ from theassumptions used in constructing the prepayment tables. The ABS tables only give a general senseof how each class of notes may amortize at different assumed prepayment rates with otherassumptions held constant. It is unlikely that the leases in the reference pool will prepay basedon the 100% Prepayment Assumption. The diverse terms of the leases could produce slower or fasterprincipal payments than indicated in the ABS tables. Any difference between those assumptions andthe actual characteristics and performance of the leases, or actual prepayment experience, willaffect the weighted average life and period during which principal is paid on each class of notes.

The ABS tables show the percent of the initial principal amount of the offered notes thatwould be outstanding after each payment date based on various percentages of the 100% Prepayment

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Assumption. For example, the 0% Prepayment Assumption means that none of the leases will prepayand the 75% Prepayment Assumption means that the leases will prepay at 75% of the 100% PrepaymentAssumption.

Ford Credit intends to establish the interest rates for the notes based on their weightedaverage lives determined by applying the [100]% Prepayment Assumption.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions⁽¹⁾

Class A-1

Class A-2[/Class A-2b]

Payment Date

50%

75%

100%

125%

150%

50%

75%

100%

125%

150%

Closing Date

_________ 15, 20__

Weighted Average
Life to Call (years)⁽²⁾

Weighted Average
Life to Maturity
(years)


⁽¹⁾		The numbers in this table, other than the weighted average life to maturity,were calculated based on the assumption that the servicer will exercise its clean up calloption on the first payment date that the option is available.

⁽²⁾		The weighted average life of a note is calculated by (a)multiplying the amount ofeach principal payment on a note by the number of years from the date of the issuance of thenote to the related payment date, (b)adding the results and (c)dividing the sum by theinitial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including theassumptions regarding the characteristics and performance of the leases that will differ from theactual characteristics and performance of the leases. You should be sure you understand theseassumptions when reading the ABS Tables.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions⁽¹⁾

Class A-3[/Class A-3b]

Class A-4[/Class A-4b]

Payment Date

50%

75%

100%

125%

150%

50%

75%

100%

125%

150%

Closing Date

_________ 15, 20__

Weighted Average
Life to Call
(years)⁽²⁾

Weighted Average
Life to Maturity
(years)


⁽¹⁾		The numbers in this table, other than the weighted average life to maturity,were calculated based on the assumption that the servicer will exercise its clean up calloption on the first payment date that the option is available.

⁽²⁾		The weighted average life of a note is calculated by (a)multiplying the amount ofeach principal payment on a note by the number of years from the date of the issuance of thenote to the related payment date, (b)adding the results and (c)dividing the sum by theinitial principal amount of the note.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions⁽¹⁾

Class B

Class C

Payment Date

50%

75%

100%

125%

150%

50%

75%

100%

125%

150%

Closing Date

_________ 15, 20__

Weighted Average
Life to Call (years)⁽²⁾

Weighted Average
Life to Maturity
(years)


⁽¹⁾		The numbers in this table, other than the weighted average life to maturity,were calculated based on the assumption that the servicer will exercise its clean up calloption on the first payment date that the option is available.

⁽²⁾		The weighted average life of a note is calculated by (a)multiplying the amount ofeach principal payment on a note by the number of years from the date of the issuance of thenote to the related payment date, (b)adding the results and (c)dividing the sum by theinitial principal amount of the note.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions⁽¹⁾

Class D

Payment Date

50%

75%

100%

125%

150%

Closing Date

_________ 15, 20__

Weighted Average Life to Call (years)⁽²⁾

Weighted Average Life to Maturity (years)


⁽¹⁾		The numbers in this table, other than the weighted average life to maturity,were calculated based on the assumption that the servicer will exercise its clean up calloption on the first payment date that the option is available.

⁽²⁾		The weighted average life of a note is calculated by (a)multiplying the amount ofeach principal payment on a note by the number of years from the date of the issuance of thenote to the related payment date, (b)adding the results and (c)dividing the sum by theinitial principal amount of the note.

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DESCRIPTION OF THE EXCHANGE NOTE

The titling companies will issue the exchange note under an exchange note supplement betweenthe titling companies, the administrative agent, the collateral agent and Ford Credit. Thefollowing summary is not a complete description of all the provisions of the exchange note or theexchange note supplement. For more information about the exchange note and the exchange notesupplement, you should read Description of the Exchange Notes in the prospectus, the credit andsecurity agreement and the form of exchange note supplement that is included as an exhibit to theregistration statement filed with the SEC that includes the prospectus.

On the closing date, the titling companies will issue the exchange note to Ford Credit under asupplement to the credit and security agreement, or the exchange note supplement. Ford Creditwill sell the exchange note to the depositor which will, in turn, sell the exchange note to thetrust. The trust will pledge the exchange note and all of its other assets to the indenturetrustee for the benefit of the noteholders. The primary asset of the trust will be the exchangenote.

As holder of the exchange note, the trust will be entitled to all amounts received on theexchange note, which will be based on the amounts received on the leases and leased vehicles in thereference pool. These amounts include:

			payments by or on behalf of the lessees on the leases in the referencepool,

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

			proceeds from claims on any insurance policies relating to the lessees, theleases or the leased vehicles in the reference pool.

Interest will accrue on the exchange note at a rate of ___%. This interest rate equals theinterest rate on the ClassB notes plus ___%. The exchange note will accrue interest on anactual/360 basis from the closing date to the date on which the exchange note balance is reduced tozero. The trust will make interest and principal payments on the exchange note on each paymentdate from Available Funds as set forth below under  Priority of Payments on the Exchange Note.

As long as any of the notes are outstanding, the indenture trustee, acting at the direction ofthe holders of a majority of the note balance of the Controlling Class, will be entitled toexercise all rights and remedies of the trust as holder of the exchange note.

Available Funds

Payments on the exchange note will be made from Available Funds, which for any payment dategenerally will be equal to collections on the reference pool for the preceding month, amountswithdrawn from the reserve account and, to the extent available, shared amounts from otherreference pools allocated to the exchange note.

Collections.For each month, collections on the reference pool will consist of thefollowing amounts:

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

			all advances of base monthly payments for such month made by the serviceron the leases, minus all reimbursem*nts of advances previously made by the servicer onthe leases in the reference pool, plus

			all proceeds from the sale or other disposition of leased vehicles in thereference pool, plus

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			all amounts paid by the servicer in connection with the removal of leasesand leased vehicles from the reference pool, plus

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

			all amounts assessed by the servicer to the lessees of leases in thereference pool in connection with a payment extension, minus

			the 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 coverpersonal property taxes and similar government charges, (2)late fees, returned checkfees and any other similar fees or charges, (3)amounts required to reimburse theservicer for fees or fines paid by the servicer on behalf of a lessee, (4)amountsexpended by the servicer and charged to the account of a lessee, (5)amounts paid tothird parties in connection with repossession, transportation, reconditioning anddisposition of a leased vehicle, (6)amounts required to be refunded to a lessee and(7)external costs of collection on charged off accounts.

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

The following diagram shows the sources of Available Funds for each payment date. AvailableFunds, including amounts withdrawn from the reserve account to cover shortfalls and any sharedamounts from other reference pools allocated to the exchange note, are the only funds that will beused to make payments on the exchange note on each payment date.

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For more information about the exchange note, you should read Description of the ExchangeNotes in the prospectus.

Priority of Payments on the Exchange Note

General Rule.On each payment date, the servicer will instruct the indenture trustee to applyAvailable Funds for the preceding month to make payments in the order of priority listed below.This priority will not apply to the proceeds from the sale of any portion of the reference pool ifthe exchange note is accelerated after a facility default or an exchange note event of default.

	(1)		to the servicer, all servicing fees due and reimbursem*nt of outstandingadvances,

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

	(3)		to the trust, principal on the exchange note in an amount equal to the excessof the total securitization value at the beginning of the preceding month over thetotal securitization value at the beginning of the month that includes the paymentdate, plus any principal that was required to be paid on prior payment dates but thatremains unpaid,

	(4)		to the trust, the amount required to cover all amounts payable under items (1)through ([12]) under Description of the Notes Priority of Payments in thisprospectus supplement,

	(5)		to the reserve account, the amount required for the reserve account balance toequal the targeted reserve amount,

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

	(7)		all remaining funds, to be applied under the revolving credit facility.

If collections on the reference pool on any payment date are insufficient to cover all amountspayable under items (1)through (4), the servicer will direct the indenture trustee to withdraw theamount of the shortfall from the reserve account to the extent available and use it to pay amountspayable under items (1)through (4)that remain unpaid.

If an exchange note default as a result of failure to pay principal or interest has occurredand is continuing, the servicer will direct the indenture trustee to use any shared amountsallocated to the exchange note to pay amounts payable under items (1)through (5)that remainunpaid.

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The following diagram shows how Available Funds are distributed on each payment date. Thepriority of payments shown in this diagram will not apply to the proceeds from the sale of anyportion of the reference pool if the exchange note is accelerated after a facility default or anexchange note event of default.

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Post-Acceleration Exchange Note Priority of Payments.If the exchange note is acceleratedafter a facility default or an exchange note default and any portion of the reference pool is sold,on the payment date following the month in which the sale occurs the servicer will instruct theindenture trustee to apply the proceeds of the sale to make payments in the following order ofpriority:

	(1)		to the collateral agent, all amounts due to the collateral agent with respectto the exchange note or the reference pool,

	(2)		to the administrative agent, all amounts due to the administrative agent withrespect to the exchange note or the reference pool,

	(3)		to the servicer, all servicing fees due and reimbursem*nt of all outstandingadvances,

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

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

	(6)		to be applied as shared amounts with respect to any other exchange note that isin default as a result of non-payment of principal or interest, and

	(7)		all remaining funds, to be applied under the revolving credit facility.

Shared Amounts

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

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

Shared amounts, to the extent available and allocated to the exchange note issued for thissecuritization transaction will cover shortfalls in the payments described in items (1)through (5)in Priority of Payments on the Exchange Note General Rule above.

DESCRIPTION OF THE NOTES

The trust will issue the notes under an indenture between the trust and the indenture trustee.The following summary is not a complete description of all the provisions of the notes or theindenture. For more information about the notes and the indenture, you should read Description ofthe Notes in the prospectus and the form of indenture that is included as an exhibit to theregistration statement filed with the SEC that includes the prospectus.

Payments of Interest

Interest will accrue on the notes at the per annum interest rate for each class specified onthe cover of this prospectus supplement and will be due and payable to the noteholders on eachpayment date. The

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ClassA-1 [and the floating rate notes] notes will accrue interest on anactual/360 basis from the preceding payment date to the following payment date (or from theclosing date to ________, 20__, for the first period). All other classes of notes will accrueinterest on a 30/360 basis from the preceding payment date to the following payment date (or fromthe closing date to ________, 20__, for the first period).

All interest that is due but not paid on any payment date will be due on the next paymentdate, together with interest on such unpaid amount at the applicable interest rate. Failure to payinterest that is due on the Controlling Class that continues for five days will be an Event ofDefault. Failure to pay interest that is due on any class of notes that is not part of theControlling Class will not be an Event of Default.

The trust will make interest payments on the notes on each payment date from amounts paid tothe trust on the exchange note on such payment date. Interest payments will not be made on anysubordinate class of notes until all interest payments due on all more senior classes of notes [andany payments due to the hedge counterparty related to such class (other than certain subordinatedhedge termination payments)] are paid in full.

If the amount paid to the trust on the exchange note is insufficient to pay all interest dueon any class of notes on any payment date, each holder of that class of notes will receive its prorata share of the amount that is available. Any priority principal payments on all more seniorclasses of notes will be made before the payment of interest due on the ClassB, ClassC or ClassDnotes.

For a more detailed description of the priority of payments made from amounts paid on theexchange note on each payment date, including priority payments of principal on senior classes ofnotes, you should read Description of the Notes Priority of Payments in this prospectussupplement.

If the notes are accelerated after an Event of Default, interest due on the ClassB notes willnot be paid until interest and principal on the ClassA notes [and any hedge payments (other thancertain subordinated hedge termination payments)] are paid in full. Thereafter, interest due onany subordinated classes of notes will not be paid until both interest and principal on all moresenior classes of notes are paid in full.

For a more detailed description of the payment priorities following an acceleration of thenotes, you should read Description of the Notes Post-Acceleration Priority of Payments inthis prospectus supplement.

Payments of Principal

The trust will make principal payments on the notes on each payment date in the amountsdescribed below. Principal payments will be made sequentially to each class of notes in order ofseniority, starting with the ClassA-1 notes. [Each of (a)the ClassA-2a notes and the ClassA-2bnotes, (b)the ClassA-3a and the ClassA-3b notes and (c)the ClassA-4a notes and the ClassA-4bnotes constitute a single class and have equal rights to payments of principal and interest.] Thetrust will not make principal payments on any class of notes until the principal amounts of allmore senior classes are paid in full. The principal amount of each class of notes is expected tobe repaid by that classs final scheduled payment date. On the final scheduled payment date foreach class of ClassA notes, no interest will be paid on the ClassB, ClassC or ClassD notesuntil both interest and principal on the maturing class of ClassA notes are paid in full. If theprincipal amount of any class of notes is not repaid in full by its final scheduled payment date anEvent of Default will occur and the principal amount of all classes of notes may be declaredimmediately due and payable.

Unless a priority principal payment is required, principal will be paid to the noteholders oneach payment date only after interest due on the notes is paid in full. Priority principalpayments will be required when the total securitization value is less than the principal amount ofone or more classes of notes. Priority principalpayments will also be required when any class of notes is not paid in full before its finalscheduled payment date. These priority principal payments will be made on all more senior classesof notes before payments of interest on subordinated classes of notes. The priority principalpayments for a payment date are:

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			a First Priority Principal Payment payable to the ClassA noteholders, equalto the excess of the principal amount of the ClassA notes at the end of the precedingpayment date (after giving effect to payments on such date) over the total securitizationvalue at the beginning of the month that includes the payment date, except that on andafter the final scheduled payment date for each class of ClassA notes, this amount will bethe principal amount of that class of ClassA notes until paid in full,

			a Second Priority Principal Payment payable to the ClassA and ClassBnoteholders, equal to (1)the excess of the principal amount of the ClassA and ClassBnotes at the end of the preceding payment date (after giving effect to payments on suchdate) over the total securitization value at the beginning of the month that includes thepayment date, minus (2)the amount of any First Priority Principal Payment, except that onand after the final scheduled payment date for the ClassB notes, this amount will be theprincipal amount of the ClassB notes until paid in full, and

			a Third Priority Principal Payment payable to the ClassA, ClassB and ClassC noteholders, equal to (1)the excess of the principal amount of the ClassA, ClassB andClassC notes at the end of the preceding payment date (after giving effect to payments onsuch date) over the total securitization value at the beginning of the month that includesthe payment date, minus (2)the amount of any First Priority Principal Payment and SecondPriority Principal Payment, except that on and after the final scheduled payment date forthe ClassC notes, this amount will be the principal amount of the ClassC notes until paidin full.

The Regular Principal Payment will be paid to the notes after all interest due on the notes ispaid in full. The Regular Principal Payment is equal to:

			the excess of the total securitization value at the beginning of thepreceding month over the total securitization value at the beginning of the month thatincludes the payment date plus any principal that was required to be paid on priorpayment dates but that remains unpaid, minus

			the sum of any First Priority Principal Payment, Second Priority PrincipalPayment and Third Priority Principal Payment made on that payment date,

except that on and after the final scheduled payment date for the ClassD notes, the RegularPrincipal Payment will be the principal amount of the ClassD notes until paid in full.

Priority of Payments

On each payment date, the servicer will instruct the indenture trustee to apply amounts paidon the exchange note [and any net hedge receipts] to make payments and deposits in the order ofpriority listed below and, unless otherwise indicated below, pro rata based on the respectiveamounts due. This priority will not apply to the proceeds from the sale of the exchange note ifthe notes are accelerated after an Event of Default:

	(1)		to the indenture trustee and the owner trustee all amounts due, includingindemnities, and to or at the direction of the trust, any expenses incurred inaccordance with the transaction documents, in each case, to the extent not paid by thedepositor or administrator, up to a maximum of $________ per year,

	(2)		to the servicer, all administration fees due,

	(3)		[to the hedge counterparty, any net hedge payments due,]

	(4)		[to the hedge counterparty, any hedge termination payments due to the hedgecounterparty (excluding any hedge termination payments where the termination resultsfrom either (a)an event of default under the related interest rate hedge where thehedge counterparty is the

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			defaulting party or (b)a termination event under the relatedinterest rate hedge, other than illegality or tax event, for which the hedgecounterparty is the sole affected party),]

	(5)		to the ClassA noteholders, interest due on the ClassA notes, pro rata, basedon the principal amount of the ClassA notes as of the end of the preceding paymentdate,

	(6)		to the ClassA noteholders, sequentially by class, in each case until paid infull, principal in an amount equal to the First Priority Principal Payment, if any,

	(7)		to the ClassB noteholders, interest due on the ClassB notes,

	(8)		to the ClassA and ClassB noteholders, sequentially by class, principal in anamount equal to the Second Priority Principal Payment, if any,

	(9)		to the ClassC noteholders, interest due on the ClassC notes,

	(10)		to the ClassA, ClassB and ClassC noteholders, sequentially by class,principal in an amount equal to the Third Priority Principal Payment, if any,

	(11)		to the ClassD noteholders, interest due on the ClassD notes,

	(12)		to the noteholders, sequentially by class, in each case until paid in full,principal in an amount equal to the Regular Principal Payment,

	(13)		to the reserve account, the amount required for the reserve account balance toequal the targeted reserve amount,

	(14)		[to the hedge counterparty, any hedge termination payments due to the hedgecounterparty but not paid under item (4)above,]

	(15)		to the indenture trustee, the owner trustee and the trust to pay all amountsdue but not paid under item (1), and

	(16)		to the holder of the residual interest in the trust, all remaining amounts.

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The following diagram shows how payments made to the trust on the exchange note are applied oneach payment date. The priority of payments shown in the diagram will not apply to the proceedsfrom the sale of the exchange note if the notes are accelerated after an Event of Default.

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Events of Default and Acceleration

Each of the following events will be an Event of Default under the indenture:

			failure to pay interest due on the notes of the Controlling Class within five days afterany payment date,

			failure to pay the principal amount of any class of notes in full by its final scheduledpayment date,

			failure by the trust to observe or perform any material covenant or agreement made inthe indenture or any representation of the trust made in the indenture is later determinedto have been incorrect in any material respect and, in either case, is not cured for aperiod of 60days after notice was given to the trust by the indenture trustee or to thetrust and the indenture trustee by the holders of at least 25% of the note balance of thenotes, or

			bankruptcy or dissolution of the trust.

Upon a bankruptcy or dissolution of the trust, the notes will be accelerated automatically.Upon any other Event of Default, the indenture trustee or the holders of a majority of the notebalance of the Controlling Class may accelerate the notes and declare the notes to be immediatelydue and payable.

If the notes are accelerated after an Event of Default, the priority of payments will changeand the trust will not pay interest on notes that are not part of the Controlling Class until bothinterest and principal on the Controlling Class are paid in full.

For a more detailed description of Events of Default and the rights of noteholders followingan Event of Default, you should read Description of the Notes Events of Default and Remediesin the prospectus.

Post-Acceleration Priority of Payments.

If the notes are accelerated after an Event of Default and the exchange note is sold, on thepayment date following the month in which the exchange note is sold, the servicer will instruct theindenture trustee to apply the proceeds of the sale and all amounts on deposit in the reserveaccount to make payments in the order of priority listed below and, unless otherwise indicatedbelow, pro rata based on the respective amounts due:

	(1)		to the indenture trustee and the owner trustee, all amounts due, and to or atthe direction of the trust, any expenses incurred in accordance with the transactiondocuments,

	(2)		to the servicer, all unpaid administration fees,

	(3)		[to the hedge counterparty (pro rata based on the respective amounts due), anynet hedge payments due,]

	(4)		[to the hedge counterparty, any hedge termination payments due to the hedgecounterparty (other than any hedge termination payments where the termination resultsfrom either (a)an event of default under the related interest rate hedge where thehedge counterparty is the defaulting party or (b)a termination event under the relatedinterest rate hedge, other than illegality or tax event, for which the hedgecounterparty is the sole affected party),]

	(5)		to the ClassA noteholders, interest due on the ClassA notes, pro rata, basedon the principal amount of the ClassA notes as of the end of the preceding paymentdate,

	(6)		to the ClassA noteholders, sequentially by class, principal of the ClassAnotes until paid in full,

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	(7)		to the ClassB noteholders, interest due on the ClassB notes,

	(8)		to the ClassB noteholders, principal of the ClassB notes until paid in full,

	(9)		to the ClassC noteholders, interest due on the ClassC notes,

	(10)		to the ClassC noteholders, principal of the ClassC notes until paid in full,

	(11)		to the ClassD noteholders, interest due on the ClassD notes,

	(12)		to the ClassD noteholders, principal of the ClassD notes until paid in full,

	(13)		[to the hedge counterparty, any hedge termination payments due to the hedgecounterparty but not paid under item (4)above,] and

	(14)		to the holder of the residual interest in the trust, any remaining amounts.

For a more detailed description of Events of Default and your rights following Events ofDefault, you should read"Description of the Notes Events of Default and Remedies in theprospectus.

Residual Interest; Issuance of Additional Securities

The depositor initially will hold the residual interest in the trust and will be entitled toany amounts not needed on any payment date to make required payments on the notes, pay the fees andexpenses of the trust or make deposits in the reserve account.

The depositor may exchange all or a portion of its residual interest for additional notes orcertificates issued by the trust if certain conditions are satisfied. The depositor may registerthe additional securities and sell them publicly or may sell them in a private placement. Becauseany additional securities will be subordinated to the notes and paid only from amounts otherwisepayable to the depositor, no approval of the noteholders will be required and no notice of theissuance will be provided to the noteholders.

For more information about the issuance of additional securities and the conditions to anadditional issuance, you should read Description of the Notes Residual Interest; Issuance ofAdditional Securities in the prospectus.

Optional Redemption or Clean Up Call Option

The servicer will have a clean up call option to purchase the exchange note from the truston any payment date after the note balance of the notes at the end of any month is 5% or less ofthe initial note balance of the notes. The servicer will notify the indenture trustee, the ownertrustee and the rating agencies at least ten days before the payment date on which the option isexercised. The servicer will exercise the option by depositing the purchase price for the exchangenote in the collection account on the business day preceding the payment date on which the optionis exercised, and the trust will transfer the exchange note to the servicer. The indenture trusteewill notify the noteholder of the redemption and provide instructions for surrender of the notesfor final payment of interest and principal on the notes. The servicer may exercise its clean upcall option only if the purchase price for the exchange note plus the collections in the collectionaccount in the final month will be sufficient to pay in full the notes[, all payments due to thehedge counterparty] and all fees and expenses of the trust. The purchase price paid by theservicer for the exchange note will be the remaining note balance of the exchange note. [It isexpected that the clean up call option will become available to the servicer when the ClassB,ClassC and ClassD notes are still outstanding.]

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CREDIT ENHANCEMENT

This securitization transaction is structured to provide credit enhancement that increases thelikelihood that the trust will make timely payments of interest and principal on the notes anddecrease the likelihood that losses on the leases and leased vehicles in the reference pool willimpair the trusts ability to do so. The amount of credit enhancement will be limited and therecan be no assurance it will be sufficient in all circ*mstances. The noteholders will have norecourse to the sponsor, the depositor, the servicer, the indenture trustee or the owner trustee asa source of payment.

Reserve Account

The servicer will establish the reserve account with the indenture trustee for the benefit ofthe noteholders. On the closing date, the depositor will make a deposit in the reserve accountfrom the net proceeds from the sale of the notes equal to $________, which is ___% of the initialtotal securitization value. If sufficient funds are available, deposits will be made to thereserve account on each payment date until the amount on deposit in the reserve account equals thetargeted reserve amount of $________, which is ____% of the initial total securitization value.

If, on any payment date, collections are insufficient to pay the servicing fee, other seniorfees, interest and principal payments on the exchange note and any amount necessary to cover anyshortfall in payments on the notes, the servicer will direct the indenture trustee to withdrawamounts in the reserve account to cover the shortfall. If the amount in the reserve account isless than this shortfall, sufficient amounts might not be available to make the payments due on theexchange note and, in turn, the trust may not have sufficient funds to pay all amounts due on thenotes and these payments will be delayed. Depletion of the reserve account ultimately could resultin losses on the notes.

If on any payment date the targeted reserve amount is not on deposit in the reserve account,amounts will be deposited in the reserve account from (1)collections on the reference pool aftermaking all senior ranking payments due on the exchange note on such payment date and (2)amountspaid to the trust on the exchange note after making all senior ranking payments on such paymentdate, in each case until the targeted reserve amount is reached.

Upon payment of the notes in full, the servicer will withdraw any amounts remaining in thereserve account and distribute them to the titling companies. Investment earnings on amounts inthe reserve account will be paid to the servicer on each payment date, as described under"Servicing the Reference Pool and the Securitization Transaction Transaction Bank Accountsinthe prospectus and will not be available to make payments on the exchange note.

For information about how amounts in the reserve account may be invested you should read"Servicing the Reference Pool and the Securitization Transaction Transaction Bank Accounts inthe prospectus.

Subordination

This securitization transaction is structured so that the trust will pay [any net hedgepayments and any hedge termination payments (other than certain subordinated hedge terminationpayments),] interest on all classes of the ClassA notes, and then will pay interest on the ClassB, ClassC and ClassD notes.

The trust will pay principal sequentially, beginning with the ClassA-1 notes, and will notpay principal on any class of notes until the principal amount of all more senior classes of notesis paid in full. In addition, if a priority principal payment is required on any payment date, thetrust will pay principal on the most senior classes of notes outstanding prior to the payment ofinterest on the affected subordinated notes on that payment date.

If the notes are accelerated after an Event of Default, the priority of payments will changeand the trust will pay interest and principal sequentially by class, beginning with the ClassAnotes (paying interest on the ClassA notes, pro rata, and principal on the ClassA notessequentially, beginning with the ClassA-1 notes),

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and will not pay interest or principal on the ClassB, ClassC and ClassD notes until allmore senior classes of notes are paid in full. These subordination features provide creditenhancement to more senior classes of notes, with the ClassA notes benefiting the most.

Excess Spread

Excess spread with respect to the exchange note for any payment date will be the amount bywhich the collections on the reference pool during the preceding month exceed the sum of thereduction in the total securitization value for that month plus the servicing fee, advancereimbursem*nts and interest payments due on the exchange note for that payment date and anyrequired deposit in the reserve account. Excess spread with respect to the notes for any paymentdate will be the amount by which interest paid to the trust as holder of the exchange note exceedsthe sum of the indenture trustee and owner trustee fees and expenses, the administration fee[, thesenior payments to the hedge counterparty,] and the interest payments due on the notes for thatpayment date. Any excess spread with respect to the exchange note will be available to payprincipal on the exchange note or to cover any shortfall in payment on the notes. Any excessspread with respect to the notes will be available to pay principal on the notes. Generally,excess spread provides a source of funds to absorb any losses on the reference pool and to reducethe likelihood of losses on the notes.

Overcollateralization

Overcollateralization is the amount by which the total securitization value exceeds theprincipal amount of the notes. On the closing date, overcollateralization will be $_________ or____% of the initial total securitization value. The overcollateralization for the notes has twoparts. First, there is the overcollateralization representing the excess of the totalsecuritization value over the principal amount of the exchange note. Second, there is theovercollateralization representing the excess of the principal amount of the exchange note over theprincipal amount of the notes. On the closing date, these amounts will be $________, or ___% ofthe initial total securitization value, and $_________, or ____% of the initial totalsecuritization value, respectively.

[DESCRIPTION OF THE INTEREST RATE HEDGES AND THE HEDGE COUNTERPARTY

General

The trust will enter into interest rate hedges to hedge the interest rate risk relating to thefloating rate notes. The initial notional amounts of the interest rate hedges will equal theprincipal amounts on the closing date of the floating rate notes.

_____________ will be the hedge counterparty under the interest rate hedges with respect tothe floating rate notes. The interest rate hedges may be amended and the hedge counterparty maytransfer or assign its rights and obligations under the interest rate hedges only if [(a) S&Pconfirms that such amendment, transfer or assignment will not cause S&P to reduce or withdraw itsthen-current rating on any of the notes and (b)the hedge counterparty has provided notice of suchaction to [Moodys] [Fitch] [DBRS] at least ten days prior to its effectiveness.]

Net Payments

On each payment date the trust will make and receive payments under the interest rate hedgescalculated for the period from the preceding payment date to the current payment date and exchangedon a net basis. The trust will pay to the hedge counterparty the amounts determined by the ratepayable to the hedge counterparty set forth below with respect to the related interest rate hedge,in each case, on a notional amount equal to the outstanding principal amount of the related classof notes, and the hedge counterparty will pay to the trust the amounts determined by the ratepayable to the trust set forth below on such notional amount:

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	Rate Payable to Hedge
Applicable Class of Notes	Counterparty		Rate Payable to Trust
ClassA-2b notes		%	one-month LIBOR + ____%
ClassA-3b notes		%	one-month LIBOR + ____%
ClassA-4b notes		%	one-month LIBOR + ____%

The depositor has determined based on its reasonable good-faith estimate of maximumprobable exposure that the significance percentage, as defined in Item1115 of RegulationAB underthe Securities Act of 1933, of the interest rate hedges is less than 10%.

The obligations of the trust under the interest rate hedges are secured under the indenture.

Early Termination of the Interest Rate Hedges

If an event of default specified in any interest rate hedge occurs, the non-defaulting partymay elect to terminate such interest rate hedge, in which case the related interest rate hedgeswill also automatically terminate. These events include failure to make payments due under therelated interest rate hedge and the occurrence of certain bankruptcy events.

Each interest rate hedge also may be terminated if a termination event specified in suchinterest rate hedge occurs, in which case the related interest rate hedges will also automaticallyterminate. These termination events include:

	(1)		illegality,

	(2)		certain tax events,

	(3)		an acceleration of the notes resulting from an Event of Default,

	(4)		the making of an amendment to the transaction documents that has a materialadverse effect on the hedge counterparty without its consent,

	(5)		failure of the hedge counterparty, or if applicable, its guarantor [(a)(i) tohave a specified level of required ratings from (A) ____ and ____ generally equal toa short-term, unsecured debt rating of __ or __ or better and/or a long-term,unsecured debt rating of __ or __ or better from ____or ____, respectively, and(B____ generally equal to a long-term, unsecured debt rating of __ or, if suchperson does not have a long-term, unsecured debt rating, a short-term rating of __]and (ii)to perform, within the time periods specified in the interest rate hedgeagreement after such failure to have the required ratings, one of the actions specifiedin clauses (x), (y)or (z)below or [(b)(i) to have a specified level of requiredratings from (A) ____ and ____ generally equal to a short-term, unsecured debtrating of __ or __ or better and/or a long-term, unsecured debt rating of __,__ or __ or better from ____ or ____, respectively, and (B) ____ generally equalto a long-term, unsecured debt rating of __ or, if such person does not have along-term, unsecured debt rating, a short-term rating of __] and (ii)to perform,within the time periods specified in the interest rate hedge agreement after suchfailure to have the required ratings, the action specified in clause (z)below and thenone of the actions specified in clauses (x)or (y)below:

	(x)		to obtain a guarantee from a guarantor having the applicablerequired ratings,

	(y)		to transfer the hedge to an eligible hedge counterparty havingthe applicable required ratings and reasonably acceptable to the trust, or

	(z)		to post collateral in the amount and manner as set forth in thecredit support annex,

(6)

failure of the hedge counterparty to obtain semi-annual external independentvaluations of any collateral posted pursuant to the credit support annex, and

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(7)

failure of the hedge counterparty, within 30days of the date of notificationby the depositor that the significance percentage of the interest rate hedge or hedgesprovided by such hedge counterparty has reached 9%, to (a)provide the financialdisclosure required by RegulationAB, (b)assign its rights and obligations under theinterest rate hedge agreement to an entity reasonably acceptable to the trust that isable to provide the required financial disclosure or (c)obtain a guaranty from anaffiliated entity that is able to provide the required disclosure, subject in the caseof clauses (b)and (c)to confirmation from each rating agency that such action willnot cause such rating agency to reduce or withdraw its then-current rating on any ofthe notes.

If any interest rate hedge is terminated because of an event of default or a termination eventunder the interest rate hedge, a termination payment may be due either to the hedge counterparty orthe trust depending on market conditions at the time of termination. The amount of any hedgetermination payment will be determined by the method described in the applicable interest ratehedge and could be substantial if market rates or other conditions have changed materially. Anyhedge termination payment payable by the trust will be payable in the priority described under"Description of the Notes Priority of Payments in this prospectus supplement. If the hedgecounterparty is the defaulting party or the sole affected party with respect to a termination event(other than illegality or tax event) under an interest rate hedge (including a termination eventthat occurs because the hedge counterparty fails to take action following a downgrade of the hedgecounterpartys rating or following an increase in the significance percentage to 9% or higher), thetermination payment due to the hedge counterparty will not be payable on any payment date untilinterest on the notes and all required principal payments on that payment date have been paid.

Promptly following the early termination of any interest rate hedge due to an event of defaultor termination event, the administrator on behalf of the trust is required to use reasonableefforts to enter into a replacement interest rate hedge on similar terms with an eligible hedgecounterparty unless an Event of Default has occurred and the indenture trustee sells the exchangenote.

For further discussion of termination payments under the interest rate hedges you should readRisk Factors Risks associated with the interest rate hedges in this prospectus supplement.

Description of the Hedge Counterparty

[Information about the hedge counterparty required by Item1115(a)(1) of RegulationAB underthe Securities Act of 1933.]

TRANSACTION FEES AND EXPENSES

The following table shows the fees payable to the indenture trustee, the owner trustee, theadministrator and the servicer. On each payment date the servicer will instruct the indenturetrustee to make the payments below to the indenture trustee and the owner trustee to the extentthese fees have not been paid by the depositor or the administrator and to the servicer, in respectof the administration fee, from amounts paid to the trust in respect of the exchange note on suchpayment date in the order of priority described under Description of the Notes Priority ofPayments in this prospectus supplement. The fees payable to the servicer will be paid fromcollections as described under Description of the Exchange Note Priority of Payments on theExchange Note in this prospectus supplement. These fees will not change during the term of thissecuritization transaction. The fees to the indenture trustee and owner trustee may be paidmonthly, annually or on another schedule as agreed by the administrator and the indenture trusteeor owner trustee.


Fee		Monthly Amount
Indenture trustee fee		1/12 of $________
Owner trustee fee		1/12 of $________
Administration fee		1/12 of ___% of the note balance of the notes
Servicing fee		1/12 of ___% of the total securitization value

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The indenture trustee fee is paid to the indenture trustee for performance of the indenturetrustees duties under the indenture. The owner trustee fee is paid to the owner trustee forperformance of the owner trustees duties under the trust agreement. The trust will pay andreimburse the indenture trustee and the owner trustee for its fees and reasonable out of pocketexpenses incurred under the indenture and the trust agreement, respectively, each to the extent notpaid by the depositor or the administrator. The trust also will pay any indemnities owed to theindenture trustee or owner trustee to the extent not paid by the depositor or the administrator.For information about indemnities applicable to the indenture trustee and the owner trustee youshould read Indenture Trustee and Owner Trusteein the prospectus. The administration fee ispaid to Ford Credit for its role in administering the trust. In that capacity, Ford Credit willhandle all payments, administer defaults and delinquencies and perform other duties relating to thetrust. The servicing fee is paid to the servicer for the servicing of the reference pool under theservicing agreement. The servicer will be responsible for its own expenses under the servicingagreement except (1)amounts charged to the account of a lessee, (2)external costs in connectionwith the repossession, transportation, reconditioning and disposition of a leased vehicle and (3)external costs of collection on a charged off account.

MONTHLY INVESTOR REPORTS

At least two business days before each payment date, the servicer will prepare and deliver aninvestor report to the owner trustee, the indenture trustee, the depositor and, if requested, therating agencies. Each investor report will contain information about payments to be made on theexchange note and the notes on the payment date and the performance of the reference pool duringthe preceding month. An officer of the servicer will certify the accuracy of the information ineach investor report. For so long as the trust is required to file reports under the SecuritiesExchange Act of 1934, the servicer will file the investor reports with the SEC on Form 10-D within15days after each payment date. The servicer will post each investor report on its websitelocated at www.fordcredit.com/institutionalinvestments/index.jhtml. The investor report willcontain the following information for each payment date:

			collections on the leases and leased vehicles in the reference pool for thepreceding month,

			fees and expenses payable to the indenture trustee, the owner trustee andthe trust,

			fees payable to the servicer and administrator,

			[net hedge payments payable to the hedge counterparty or net hedge receiptspayable by the hedge counterparty to the trust,]

			[hedge termination payments, if any, payable to the hedge counterparty,]

			distributions on the exchange note,

			amount of interest and principal payable and paid on each class of notes,in each case expressed as an aggregate amount and per $1,000 of principal amount,

			the Regular Principal Payment and any priority principal payment,

			the principal amount of each class of notes at the beginning of the periodand the end of the period and the note factors needed to compute the principal amountof each class of notes, in each case giving effect to all payments to be made on thepayment date,

			the balance of servicer advances and the amount of any additional advancesor advance reimbursem*nts,

			the balance of lessee payaheads and the amount of any payahead draws oradditional payaheads,

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			the balance of the reserve account and the amount of any withdrawals fromor deposits in the reserve account to be made on the payment date,

			information on the performance of the reference pool for the precedingmonth, including the total securitization value, collections and the aggregate amountpaid by Ford Credit to remove leases and leased vehicles from the reference pool, thenumber of leases and leased vehicles remaining in the reference pool and the poolfactor,

			delinquency, repossession, credit loss and residual performance informationon the leases and leased vehicles in the reference pool for the preceding month,

			lease termination information for the reference pool, including number ofleased vehicles purchased or returned by lessees, number of leases charged off andreturn rate, and

			the amount released to the holder of the residual interest.

If any required payments are past due and unpaid, the investor report will indicate anychanges to the amount unpaid. The servicer will use the investor report to instruct the indenturetrustee on payments to be made to the noteholders on each payment date. The indenture trustee willhave no obligation to verify calculations made by the servicer.

ANNUAL COMPLIANCE REPORTS

The servicer will prepare a number of annual reports, statements or certificates for thetrust. No later than 90days after the end of the calendar year (or April30 if the trust is nolonger reporting under the Securities Exchange Act of 1934), the servicer will provide to thedepositor, the owner trustee, the indenture trustee and the rating agencies:

			Compliance Certificate: a certificate stating that the servicer has fulfilledall of its obligations under the servicing agreement and the servicing supplement in allmaterial respects throughout the preceding calendar year or, if there has been a failure tofulfill any such obligation in any material respect, specifying the nature and status ofeach failure,

			Assessment of Compliance: a report on an assessment of compliance with theminimum servicing criteria regarding general servicing, cash collection and administration,investor remittances and reporting and pool asset administration during the precedingcalendar year, including disclosure of any material instance of noncompliance identified bythe servicer, and

			Attestation Report: a report by a registered public accounting firm thatattests to, and reports on, the assessment made by the servicer of compliance with theminimum servicing criteria, which must be made in accordance with standards for attestationengagements issued or adopted by the Public Company Accounting Oversight Board.

For so long as the trust is required to report under the Securities Exchange Act of 1934, theservicer will file the compliance certificate, the assessment report and the attestation reportwith the SEC as exhibits to the trusts annual report on Form 10-K within 90days after the end ofthe calendar year. A copy of any of these items may be obtained by any noteholder by request tothe indenture trustee.

AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Ford Credit is the sponsor of this securitization transaction, the servicer of the leases andleased vehicles in the reference pool and the seller of the exchange note to the depositor. As thesponsor, Ford Credit has caused the depositor to be formed for purposes of participating insecuritization transactions. Ford Credit is the sole member of the depositor. Ford Credit hascaused the depositor to form the trust and

S-51

will be the administrator of the trust. The depositor initially will be the sole beneficiaryof the trust and the holder of the residual interest in the trust.

In the ordinary course of business from time to time, Ford Credit and its affiliates havebusiness relationships and agreements with affiliates of the owner trustee, the administrativeagent, the collateral agent and the indenture trustee [and the hedge counterparty and itsaffiliates], including commercial banking and corporate trust services, committed creditfacilities, underwriting agreements, hedging agreements, and investment and financial advisoryservices, all on arms length terms and conditions.

TAX CONSIDERATIONS

Prospective investors should consider the following discussion of certain anticipated materialU.S. federal income tax consequences to investors of the purchase, ownership and disposition of thenotes only in connection with the discussion under Tax Considerations in the prospectus. Thisdiscussion is based upon current provisions of the Internal Revenue Code, existing and proposedTreasury regulations, current administrative rulings, judicial decisions and other applicableauthorities, all of which are subject to change, perhaps with retroactive effect. This discussiondoes not deal with all aspects of U.S. federal income taxation that may be relevant to the holdersof notes in light of their personal investment circ*mstances nor, except for specific limiteddiscussions of particular topics, to noteholders subject to special treatment under the U.S.federal income tax laws, such as insurance companies, tax-exempt organizations, financialinstitutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that willhold the notes as part of a hedge, straddle, appreciated financial position or conversiontransaction and holders that will hold the notes as other than capital assets. Prospectiveinvestors are encouraged to consult with their tax advisors as to the U.S. federal, state andlocal, foreign and any other tax consequences to them of the purchase, ownership and disposition ofnotes.

In the opinion of ______________, tax counsel to the depositor:

			the notes will be treated as debt for U.S. federal income tax purposes, and

			assuming compliance with the terms of the applicable trust agreement andrelated documents, the trust will not be an association or publicly traded partnershiptaxable as a corporation for U.S. federal income tax purposes.

Each noteholder, by its acceptance of a note, agrees to treat the notes as debt for U.S.federal, state and local income and franchise tax purposes.

The trust does not anticipate issuing the notes with any original issue discount, as describedunderTax Considerations Tax Characterization and Treatment of the Notes Original IssueDiscountin the prospectus.

If a noteholder sells or otherwise disposes of a note, the holder will recognize gain or lossequal to the difference between the amount realized on the sale or disposition and the holdersadjusted tax basis in the offered note, as described underTax Considerations TaxCharacterization and Treatment of the Notes Disposition of Notesin the prospectus.

ERISA CONSIDERATIONS

Employee benefit plans and other retirement plans and arrangements, or plans, that aresubject to Title I of ERISA and/or Section4975 of the Internal Revenue Code generally may purchasethe offered notes. Although no assurance can be given, the offered notes are expected to betreated as debt and not as equity interests for purposes of the plan assets regulation issuedby the U.S. Department of Labor because the offered notes:

are expected to be treated as debt for U.S. federal income tax purposes, and

S-52

should not be deemed to have any substantial equity features.

Any plan subject to Title I of ERISA and/or Section4975 of the Internal Revenue Code thatpurchases and holds the offered notes will be deemed to have represented that its purchase andholding of the notes or any beneficial interest therein does not constitute and will not result ina non-exempt prohibited transaction under ERISA or Section4975 of the Internal Revenue Code due tothe applicability of a statutory or administrative exemption from the prohibited transaction rules.Any plan subject to laws or regulations substantially similar to Title I of ERISA or Section4975of the Internal Revenue Code that purchases and holds the offered notes will be deemed to representthat its purchase and holding of the offered notes or any beneficial interest therein does notconstitute and will not result in a violation of such similar laws or regulations.

For more information about the treatment of the notes under ERISA, see ERISA Considerationsin the prospectus.

UNDERWRITING

The depositor and the underwriters named below have entered into an underwriting agreement forthe notes offered by this prospectus supplement. Subject to certain conditions, each underwriterhas agreed to purchase the principal amount of the offered notes indicated in the following table:

Class A-2a

[Class A-

Class A-

[Class A-

Class A-4a

[Class A-

Class B

Class C

Class D

Underwriters

Notes

2b Notes]

3a Notes

3b Notes]

Notes

4b Notes]

Notes

Total

[Some or all of one or more classes of notes may initially be retained by the depositor orconveyed to an affiliate of the depositor or sold by the underwriters to the depositor or anaffiliate of the depositor. Such notes may be sold, subject to the requirements set forth in theindenture, from time to time to purchasers directly by the depositor or through underwriters,broker-dealers or agents who may receive compensation in the form of discounts, concessions orcommissions from the depositor or the purchasers of such notes. If such notes are sold throughunderwriters or broker-dealers, the depositor will be responsible for underwriting discounts orcommissions or agents commissions. Such notes may be sold in one or more transactions at fixedprices, prevailing market prices at the time of sale, varying prices determined at the time of saleor negotiated prices.]

The underwriters will resell the offered notes to the public. The selling concessions thatthe underwriters may allow to certain dealers, and the discounts that those dealers may reallow toother dealers, expressed as a percentage of the initial principal amount of each class of notes,are indicated in the following table. Due to sales to affiliates, one or more of the underwritersmay be required to forego a minor portion of the selling concessions they would otherwise beentitled to receive.


	Selling
	Concessions not		Reallowances not
	to exceed		to exceed
ClassA-2a notes		%		%
[ClassA-2b notes		%		%]
ClassA-3a notes		%		%

S-53


	Selling
	Concessions not		Reallowances not
	to exceed		to exceed
[ClassA-3b notes		%		%]
ClassA-4a notes		%		%
[ClassA-4b notes		%		%]
ClassB notes		%		%
ClassC notes		%		%
ClassD notes		%		%

Each class of notes is a new issue of securities with no established trading market. Thedepositor has been advised by the underwriters that they intend to make a market in the classes ofthe offered notes purchased by them but they are not obligated to do so and may discontinuemarket-making at any time without notice. No assurance can be given that a secondary market for thenotes will develop or about the liquidity of any trading market for the notes. If a secondarymarket for the notes does develop, it might end at any time or it might not be sufficiently liquidto enable noteholders to resell any of the notes.

In the ordinary course of their respective businesses, the underwriters and their respectiveaffiliates have engaged and may engage in various financial advisory, investment banking andcommercial banking transactions with the sponsor, the depositor, the servicer and their affiliates.

All classes of notes must be issued and purchased (or retained by the depositor) for anyoffered notes to be issued and purchased by the underwriters.

Upon request by an investor who has received an electronic prospectus and prospectussupplement from an underwriter within the period during which there is an obligation to deliver aprospectus and prospectus supplement, the underwriter will promptly deliver, without charge, apaper copy of the prospectus and this prospectus supplement.

LEGAL OPINIONS

Katten Muchin Rosenman LLP will review or provide opinions on legal matters relating to thenotes and certain federal income tax and other matters for the trust, the depositor and theservicer. ___________ will review or provide opinions on legal matters relating to the notes andother matters for the underwriters.

S-54

GLOSSARY OF CERTAIN TERMS

The definitions of certain terms that are used in this prospectus supplement and in Annexes A,B and C to this prospectus supplement are listed below.

(1)		The adjusted MSRP for a leased vehicle is the manufacturers suggested retailprice, or MSRP, of the leased vehicle plus the value of any dealer installed options minusthe value of any equipment removed from the leased vehicle.

(2)		The acquisition cost of a lease is the purchase price a titling company pays theoriginating dealer for the lease and related leased vehicle and is equal to the sum of (1)thenegotiated price of the leased vehicle, including dealer installed accessories, plus (2)anyamounts (other than the acquisition fee) financed over the term of the lease, includingapplicable taxes, insurance, service contracts, outstanding balances on prior leases ortrade-in vehicles and other fees and charges, less (3)any vehicle trade-in, rebate or downpayment plus (4)a set fee or a portion of the lease charges on the contract. Theacquisition cost of a lease is also equal to the sum of (1)the base monthly payments dueunder the lease, plus (2)the contract residual value of the leased vehicle, minus (3)thelease charges included in the lease, plus (4)the set fee or portion of the lease charges paidto the dealer that originated the lease.

(3)		The base monthly payments due under a lease equal the sum of (1)the differencebetween the acquisition cost of the lease and the estimated value of the vehicle at the end ofthe lease term, or its contract residual value, plus (2)the acquisition fee, plus (3)thelease charges (based on an implicit interest rate, called a lease factor) included in thelease. A customers total monthly payment also includes any sales or use taxes imposed on thebase monthly payments and amounts to cover applicable personal property taxes and similargovernment charges, but these amounts are not included in collections and will not beavailable to make payments on the exchange note.

(4)		The contract residual value for a leased vehicle is the residual value of thevehicle which is set forth in the related lease.

(5)		The lease factor is the implicit interest rate used to calculate the lease chargesthat are included in determining the base monthly payments due under a lease.

(6)		The remaining scheduled base monthly payments plus base residual value is the sum,as of the cutoff date, of (1)the remaining scheduled base monthly payments under the leaseand (2)the base residual value of the related leased vehicle.

(7)		The securitization value of a lease is the sum of the present values, as of thecutoff date, of (1)the remaining scheduled base monthly payments under the lease and (2)thebase residual value of the related leased vehicle. The present value is computed (1)using adiscount rate equal to the higher of the lease factor used to calculate the base monthlypayment under the lease and ___%, (2)on the basis of a 360-day year of twelve 30-day months,(3)assuming that each base monthly payment is made as scheduled with no prepayments, delaysor defaults, and (4)assuming that each leased vehicle is returned and sold for an amountequal to its base residual value in the month after the month in which the final base monthlypayment is made. The aggregate securitization value of the leases in the reference pool isalso referred to as the total securitization value.

		Each month during this securitization transaction, the securitization value of each leasewill be recalculated to reflect the fact that (1)fewer scheduled base monthly paymentsremain and (2)the discounting period is shorter. At the beginning of the month in which alease reaches its scheduled termination date or the related leased vehicle is returned orrepossessed, the securitization value ofthe lease will equal the base residual value of the related leased vehicle. Thesecuritization value of a lease will be zero (1)after the end of the month in which (a)thelease is marked as paid in full or closed (including where the lease is charged off) in theservicers servicing system or (b)the related

S-55

		leased vehicle is sold or (2)at thebeginning of the sixth month after the month in which the lease reaches its scheduledtermination date or the related leased vehicle is returned or repossessed.

(8)		The base residual value for a leased vehicle is the lesser of (1)the contractresidual value and (2)the ALG base residual value.

(9)		The ALG base residual value for a leased vehicle is (1)the ALG residual value forthe leased vehicle or (2)if the servicer does not have the ALG residual value for the leasedvehicle, the oldest ALG mark-to-market that the servicer has for the leased vehicle.

(10)		The ALG residual value for a leased vehicle is the residual value for the leasedvehicle on the scheduled termination date of the related lease as forecasted by ALG at thebeginning of the related lease assuming wholesale average condition.⁽¹⁾

(11)		The residual portion of securitization value for a leased vehicle is the portion ofsecuritization value that is attributable to the base residual value (i.e., the present valueof the base residual value of the leased vehicle).

(12)		The ALG mark-to-market for a leased vehicle is the residual value for the leasedvehicle on the scheduled termination date of the related lease as forecasted by ALG after thebeginning of the lease assuming wholesale average condition.⁽¹⁾The ALGmark-to-market values used in determining ALG base residual values are the oldest ALGmark-to-market values that the servicer has for those leased vehicles. The ALG mark-to-marketvalues shown in Annex A are the most recent ALG mark-to-market values that the servicer hasfor the leased vehicles in the reference pool.


⁽¹⁾		ALG residual values and ALG mark-to-market values represent ALGs forecasts of thevalue of used vehicles in the future. In making these forecasts, ALG takes into account anumber of factors that will affect the value of each leased vehicle in the future, includingthe characteristics of the lease and the leased vehicle. ALG also makes predictions about anumber of factors that affect the supply and demand for used vehicles and used vehiclepricing. None of these factors can be predicted with certainty. Some of these factors areimpossible to quantify and may be significantly impacted by unanticipated events. For moreinformation about these factors, you should read Risk Factors Residual value losses couldresult in losses on your notes in this prospectus supplement and Risk Factors Performanceof the reference pool is uncertain in the prospectus. As a result, the ALG informationcannot be relied on as fact.

S-56

INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT


100% Prepayment Assumption			S-30
ABS			S-30
acquisition cost			S-56
adjusted MSRP			S-56
ALG base residual value			S-57
ALG mark-to-market			S-57
ALG residual value			S-57
Available Funds			S-36
base monthly payments			S-56
base residual value			S-57
calculation agent			S-8
clean up call			S-8
closing date			S-7
collections			S-36
contract residual value			S-56
Controlling Class			S-13
cutoff date			S-7
Event of Default			S-45
exchange note			S-8
exchange note supplement			S-36
First Priority Principal Payment			S-42
floating rate notes			S-8
HTD			S-22
indenture trustee			S-22
lease factor			S-56
NRSRO			S-18
owner trustee			S-21
payment date			S-8
priority principal payments			S-41
rating agencies			S-13
reference pool			S-9
Regular Principal Payment			S-42
remaining scheduled base monthly payments plus base residual value			S-56
residual portion of securitization value			S-57
responsible person			S-29
Second Priority Principal Payment			S-42
securitization value			S-9, S-56
shared amounts			S-40
targeted reserve amount			S-47
Third Priority Principal Payment			S-42
titling companies			S-22
total securitization value			S-9, S-56

S-57

ANNEX A

COMPOSITION OF THE REFERENCE POOL

The tables in this Annex A show the characteristics of the reference pool on the cutoff date,which is ________, 20_. The definitions of certain terms used in this Annex A arelisted in the Glossary of Certain Terms in the prospectus supplement. The percentages in thetables in this Annex A may not sum to 100.00% due to rounding.

The ALG mark-to-market values shown in this Annex A for the reference pool are based on ALGs________, 20__ edition. ALG residual values and ALG mark-to-market valuesrepresent ALGs forecasts of the value of used vehicles in the future. In making these forecasts,ALG takes into account a number of factors that will affect the value of each leased vehicle in thefuture, including the characteristics of the lease and the leased vehicle. ALG also makespredictions about a number of factors that affect the supply and demand for used vehicles and usedvehicle pricing. None of these factors can be predicted with certainty. Some of these factors areimpossible to quantify and may be significantly impacted by unanticipated events. For moreinformation about these factors, you should read Risk Factors Residual value losses couldresult in losses on your notes in the prospectus supplement and Risk Factors Performance ofthe reference pool is uncertain in the prospectus. As a result, the ALG information cannot berelied on as fact.

Pool Composition Summary


Number of Leases
Weighted Average⁽¹⁾FICO^®Score⁽²⁾at Origination
Weighted Average⁽¹⁾Original Term			months
Weighted Average⁽¹⁾Remaining Term			months
Weighted Average⁽¹⁾Lease Factor			%
Minimum Discount Rate Used to Calculate Securitization Value			%

Lease Characteristics

Remaining

Scheduled Base

Payments Plus

Base Residual

Securitization

Adjusted MSRP

Acquisition Cost

Value

Average

Highest

Lowest

Total

Residual Characteristics

Contract Residual

ALG Base Residual

Base Residual

Residual Portion of

ALG

Value

Value⁽³⁾

Securitization Value

Mark-to-Market

Average

Highest

Lowest

Total

Total as a % ofInitial TotalSecuritizationValue


(1)		Weighted averages are weighted by the securitization value of each lease on the cutoff date.

(2)		This weighted average excludes leases representing __% of the initial total securitizationvalue that have lessees who do not have FICO^{^®}scores because they (a)are notindividuals and use the leased vehicles for commercial purposes, or (b)are individuals withminimal or no recent credit history. For a description of FICO^®scores, you shouldread Sponsor and Servicer Origination, Purchasing and Underwriting in the prospectus.There can be no assurance that FICO^®scores will be an accurate predictor of thelikelihood of repayment of the related lease or that any lessees credit score would not belower if obtained on the cutoff date.

(3)		The ALG base residual values for the leased vehicles in the reference pool are generallylower than the contract residual values of those vehicles. As a result, the base residualvalue of __% of the leased vehicles in the reference pool by securitization value equals theALG base residual value of the leased vehicle, with ___% equal to the ALG residual value and__% equal to the oldest ALG mark-to-market value that the servicer has for the leased vehicle.

A-1

Distribution of the Leases by Original Term

Original

Number of

Residual Portion of

ALG

Term

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

Total

Distribution of the Leases by Year of Origination

Origination

Number of

Residual Portion of

ALG

Year

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

20 Car

CUV

SUV

Truck

Total

Distribution of the Leases by Scheduled Termination Date

Scheduled

Termination

Date (by

Number of

Residual Portion of

ALG

quarter)⁽¹⁾

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

20-Q1

Total


(1)		The scheduled termination date is assumed to be in the month after the month in which thefinal base monthly payment is due.

A-2

Geographic Distribution of the Leases

Number of

Residual Portion of

ALG

State⁽¹⁾

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

Total


(1)		States representing greater than ____% of initial total securitization value based on thebilling address of the lessee on the cutoff date.

Distribution of the Leases by Vehicle Type

Number of

Residual Portion of

ALG

Vehicle Type

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

Car

CUV

SUV

Truck

Total

Distribution of the Leases by Vehicle Make

Vehicle

Number of

Residual Portion of

ALG

Make

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

Total

A-3

Distribution of the Leases by Vehicle Model

Number of

Residual Portion of

ALG

Vehicle Model⁽¹⁾

Leases

Adjusted MSRP

Acquisition Cost

Securitization Value

Base Residual Value

Securitization Value

Mark-to-Market

Total


(1)		Models representing greater than ____% of initial total securitization value.

A-4

Distribution of the Leases by FICO^{^®}Score


	Number of								Residual Portion of	ALG
FICO^{^®}Score⁽¹⁾	Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Securitization Value	Mark-to-Market
Greater than 749		%	$	$	$	%	$	%	$	$
700 - 749
650 - 699
600 - 649
Less than 600
Commercial⁽²⁾
No FICO^{^®}score⁽³⁾

Total		%	$	$	$	%	$	%	$	$


(1)		Based on the FICO^®score of the lessees on the origination date of the leases.For a description of FICO^®scores, you should read The Sponsor and Servicer Origination, Purchasing and Underwriting of Leases. There can be no assurance thatFICO^®scores will be an accurate predictor of the likelihood of repayment of therelated lease or that any lessees credit score would not be lower if obtained as of thecutoff date.

(2)		Represents leases with lessees that use the leased vehicles for commercial purposes. For adescription of commercial accounts, you should read The Sponsor and Servicer Origination,Purchasing and Underwriting of Leases Commercial Accounts.

(3)		Represents leases with lessees who are individuals with minimal or no recent credit history.

Distribution of the Leases by Lease Factor


	Number of									Residual Portion of	ALG
Lease Factor⁽¹⁾	Leases		Adjusted MSRP	Acquisition Cost	Securitization Value			Base Residual Value		Securitization Value	Mark-to-Market
0.00 - 0.99%		%	$	$	$		%	$	%	$	$
1.00 - 1.99
2.00 - 2.99
3.00 - 3.99
4.00 - 4.99
5.00 - 5.99
6.00 - 6.99
7.00 - 7.99
8.00 - 8.99
9.00 - 9.99
10.00 - 10.99
11.00 - 11.99
12.00 - 12.99
13.00 or greater

Total		%	$	$	$	1	%	$	%	$	$


(1)		The lease factor for ____% of the leases in the reference pool by securitization value isless than or equal to ____%, the minimum discount rate used to calculate securitization value.

A-5

Payment Schedule of Leases

The following table shows the decline in the securitization value of the reference pool and thepayments that will be received each month on the reference pool assuming (1)each base monthlypayment is made as scheduled with no prepayments, delays or defaults and (2)each leased vehicle isreturned and sold on the leases scheduled termination date for an amount equal to the baseresidual value.

Scheduled

Month

Securitization Value

Base Monthly Payments

Base Residual Value

Initial Balance

20__

Total

Total Scheduled Base MonthlyPayments plus Base Residual Value

Total Base Residual Value as % ofTotal Scheduled Base MonthlyPayments plus Base Residual Value

A-6

Annex B

VINTAGE ORIGINATIONS INFORMATION

Table of Contents for Annex B


Introduction			B-2
Footnotes to Tables in Annex B			B-3
Residual Performance Vintage Year Summary			B-9
Residual Performance Calendar Year Summary			B-10
20__ Originations
Lease Characteristics			B-__
Lease Terminations and Residual Performance			B-__
Cumulative Losses			B-__

B-1

Introduction

The tables in this Annex B contain information about leases that were originated in priorperiods. A lease is included in this Annex B only if Ford Credit has an ALG residual value for therelated leased vehicle. This Annex B includes activity through ________, 20__ thatwas processed by ________, 20__. The residual performance and cumulative lossinformation in this Annex B is for leases that have terminated.

ALG residual values and ALG mark-to-market values represent ALGs forecasts of the value ofused vehicles in the future. In making these forecasts, ALG takes into account a number offactors that will affect the value of each leased vehicle in the future, including thecharacteristics of the lease and the leased vehicle. ALG also makes predictions about a number offactors that affect the supply and demand for used vehicles and used vehicle pricing. None ofthese factors can be predicted with certainty. Some of these factors are impossible to quantifyand may be significantly impacted by unanticipated events. For more information about thesefactors, you should read Risk FactorsResidual value losses could result in losses on yournotesin the prospectus supplement andRisk FactorsPerformance of the reference pool isuncertain in the prospectus. As a result, the ALG information cannot be relied on as fact.

The definitions of certain terms used in this Annex B are listed below. The definitions ofother terms used in this Annex B are listed in theGlossary of Certain Termsin the prospectussupplement, except that, for purposes of this Annex B, the

base residual value

for aleased vehicle is the lesser of the contract residual value and the ALG residual value for theleased vehicle.

A lease is considered

terminated

if (1)the related leased vehicle has been returnedby ________, 20__, and sold by ________, 20__, (2)the relatedleased vehicle has been purchased pursuant to the lease by ________, 20__, or (3)the lease has defaulted by ________, 20__.

A lease is considered to have

defaulted

if (1)the lease has been charged off andthe amount charged off is $600 or more or (2)the related leased vehicle was repossessed. A leaseis not considered to have defaulted if the leased vehicle has been returned, even if the lesseedoes not pay the full amounts owing under the lease before the lease is closed in Ford Creditsservicing system, including the full amounts assessed under the lease for excess mileage and/orexcess wear and use.

The

residual loss (gain)

(1)for each leased vehicle returned and sold equals (a)the base residual value of the leased vehicle, minus (b)the sum of (i)the net auction proceedsfrom the sale of the leased vehicle, plus (ii)the amounts assessed under the related lease forexcess mileage and/or excess wear and use, plus (iii)the amount claimed under any related excesswear and use waiver contract, and (2)for each leased vehicle purchased pursuant to a lease equals(a)the base residual value of the leased vehicle, minus (b)the contract residual value of theleased vehicle.

Recoveries

are amounts collected after a lease has been charged off or closed inFord Credits servicing system and are net of all external costs associated with continuedcollection efforts, including legal fees.

The percentages in the tables in this Annex B may not sum to 100.00% due to rounding.

B-2

Footnotes to Tables in Annex B

Footnotes to the Residual Performance Vintage Year Summary table:

(1)

Number of vehicles returned and sold is the number of leased vehicles originated during theyear that have been returned by ________, 20__, and sold by ________,20__.

(2)

Number of vehicles retained is the number of leased vehicles originated during the year thathave been purchased pursuant to the lease by ________, 20__.

(3)

Return rate equals the percentage equivalent to (1)the number of leased vehicles originatedduring the year that have been returned by ________, 20__, and sold by________, 20__, divided by (2)the number of leases originated during the yearthat have terminated.

(4)

Average residual loss (gain)on vehicles returned and sold equals (1)the total residuallosses (gains)on leased vehicles originated during the year that have been returned by________, 20__, and sold by ________, 20__, divided by (2)thenumber of those vehicles.

(5)

Average residual loss (gain)on vehicles returned and sold as a percentage of adjusted MSRPequals the percentage equivalent to (1)the total residual losses (gains)on leased vehiclesoriginated during the year that have been returned by ________, 20__, and soldby ________, 20__, divided by (2)the total adjusted MSRP of those vehicles.

(6)

Average residual loss (gain)on vehicles returned and sold as a percentage of ALG residualvalue equals the percentage equivalent to (1)the total residual losses (gains)on leasedvehicles originated during the year that have been returned by ________, 20__,and sold by ________, 20__, divided by (2)the total ALG residual values ofthose vehicles.

(7)

Average residual loss (gain)on vehicles retained equals (1)the total residual loss (gain)on leased vehicles originated during the year that have been purchased pursuant to the leasethrough ________, 20__, divided by (2)the number of those vehicles.

(8)

Other includes vehicles not manufactured by Ford or for which Ford Credit does not have avalid vehicle identification number on ________, 20__.

(9)

Total residual losses (gains)equals the total residual losses (gains)on leased vehiclesoriginated during the year that have been (1)returned by ________, 20__, andsold by ________, 20__, or (2)purchased pursuant to the lease through________, 20__.

(10)

Total losses (gains)equals the sum of (1)the total credit losses for leases originatedduring the year, plus (2)the total residual losses (gains)on leased vehicles originatedduring the year, in each case through ________, 20__.

(11)

Total losses (gains)as a percentage of total acquisition cost equals the percentageequivalent to (1)the total losses (gains)for leases originated during the year divided by(2)the total acquisition cost of the leases originated during the year, in each case through________, 20__.

(12)

Percentage of leases reported equals the percentage equivalent to (1)the total number leasesoriginated during the year that have terminated, divided by (2)the total number of leasesoriginated during the year with an ALG residual value.

B-3

Footnotes to the Residual Performance Calendar Year Summary table:

(13)

Number of leases terminated equals the number of leases originated after 20__ thatterminated during the period.

(14)

Number of vehicles returned and sold equals the number of leased vehicles originated after20__ that were returned during the period and sold by ________, 20__.

(15)

Return rate equals the percentage equivalent to (1)the number of leased vehicles originatedafter 20__ that were returned during the period and sold by ________,20__, divided by (2)the number of leases originated after 20__ thatterminated during the period.

(16)

Vehicles returned and sold average adjusted MSRP equals the average adjusted MSRP forleased vehicles originated after 20__ that were returned during the period and sold by________, 20__.

(17)

Vehicles returned and sold average ALG residual value equals the average ALG residualvalue for leased vehicles originated after 20__ that were returned during the periodand sold by ________, 20__.

(18)

Vehicles returned and sold average residual loss (gain)equals the average residual loss(gain)for leased vehicles originated after 20__ that were returned during the periodand sold by ________, 20__.

(19)

Vehicles returned and sold residual loss (gain)as a percentage of adjusted MSRP for eachvehicle type equals the percentage equivalent to (1)the average residual loss (gain)forleased vehicles of that vehicle type originated after 20__ that were returned duringthe period and sold by ________, 20__, divided by (2)the average adjustedMSRP for those vehicles.

(20)

Other includes vehicles not manufactured by Ford or for which Ford Credit does not have avalid vehicle identification number.

(21)

Vehicles returned and sold residual loss (gain)as a percentage of ALG residual valueequals the percentage equivalent to (1)the average residual loss (gain)for leased vehiclesoriginated after 20__ that were returned during the period and sold by________, 20__, divided by (2)the average ALG residual value for thosevehicles.

(22)

Terminated leases average contract residual value as a percentage of adjusted MSRP equalsthe percentage equivalent to (1)the average contract residual value for leased vehiclesoriginated after 20__ that terminated during the period, divided by (2)the averageadjusted MSRP of those vehicles.

(23)

Terminated leases average ALG residual value as a percentage of adjusted MSRP equals thepercentage equivalent to (1)the average ALG residual value for leased vehicles originatedafter 20__ that terminated during the period, divided by (2)the average adjusted MSRPof those vehicles.

(24)

Terminated leases contract residual value higher (lower)than ALG residual value equals(1)the average contract residual value as a percentage of adjusted MSRP minus (2)the averageALG residual value as a percentage of adjusted MSRP, in each case for leased vehiclesoriginated after 20__ that terminated during the period.

B-4

Footnotes to Lease Characteristics tables:

(25)

Number of leases originated is the total number of leases originated during the year,including those for which Ford Credit does not have an ALG residual value for the relatedleased vehicle.

(26)

Number of leases originated with ALG residual values is the total number of leases originatedduring the year for which Ford Credit has an ALG residual value for the related leasedvehicle.

(27)

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

(28)

This weighted average excludes leases that have lessees who do not have FICO^®scores because they (1)are not individuals and that use the leased vehicles for commercialpurposes, or (2)are individuals with minimal or no recent credit history. For a descriptionof FICO^®scores, you should readSponsor and Servicer Origination, Purchasingand Underwriting of Leases.

(29)

Other includes vehicles not manufactured by Ford or for which Ford Credit does not have avalid vehicle identification number.

(30)

Percentage of the total acquisition cost of the leases originated during the year.

(31)

Percentage of the total acquisition cost of the leases originated during the year based onthe billing addresses of the lessees on the later of the date the lease is closed on FordCredits servicing system and ________, 20__.

B-5

Footnotes to Lease Terminations and Residual Performance tables:

(32)

Number of scheduled terminations is the number of leases originated during the year that arescheduled to terminate during the period based on the original scheduled termination date ofeach lease.

(33)

Number of defaults is the number of leases originated during the year that defaulted duringthe period.

(34)

Number of vehicles returned and sold is the number of leased vehicles originated during theyear that were returned during the period and that have been sold by ________,20__.

(35)

Number of vehicles retained is the number of leased vehicles originated during the year thatwere purchased pursuant to the lease during the period.

(36)

Vehicles returned and sold average adjusted MSRP equals (1)the total adjusted MSRP of theleased vehicles originated during the year that were returned during the period and that havebeen sold by ________, 20__, divided by (2)the number of those vehicles.

(37)

Vehicles returned and sold average acquisition cost equals (1)the total acquisition costof the leased vehicles originated during the year that were returned during the period andthat have been sold by ________, 20__, divided by (2)the number of thosevehicles.

(38)

Vehicles returned and sold average contract residual value equals (1)the total contractresidual value of the leased vehicles originated during the year that were returned during theperiod and that have been sold by ________, 20__, divided by (2)the number ofthose vehicles.

(39)

Vehicles returned and sold average ALG residual value equals (1)the total ALG residualvalue of the leased vehicles originated during the year that were returned during the periodand that have been sold by ________, 20__, divided by (2)the number of thosevehicles.

(40)

Vehicles returned and sold average excess charges equals (1)the sum, for the leasedvehicles originated during the year that were returned during the period and that have beensold by ________, 20__, of (a)the total amounts assessed under the relatedleases for excess mileage and/or excess wear and use, plus (b)the total amounts claimed underany related excess wear and use waiver contracts, divided by (2)the number of those vehicles.

(41)

Vehicles returned and sold average net auction proceeds equals (1)the total auctionproceeds received for the leased vehicles originated during the year that were returned duringthe period and that have been sold by ________, 20__, net of all externalcosts associated with the transportation, reconditioning and disposition of the leasedvehicles, divided by (2)the number of those vehicles.

(42)

Vehicles returned and sold average residual loss (gain)equals (1)the total residual loss(gain)on the leased vehicles originated during the year that were returned during the periodand that have been sold by ________, 20__, divided by (2)the number of thosevehicles.

(43)

Vehicles retained average adjusted MSRP equals (1)the total adjusted MSRP of the leasedvehicles originated during the year that were purchased pursuant to the lease during theperiod, divided by (2)the number of those vehicles.

(44)

Vehicles retained average acquisition cost equals (1)the total acquisition cost of theleased vehicles originated during the year that were purchased pursuant to the lease duringthe period, divided by (2)the number of those vehicles.

B-6

(45)

Vehicles retained average contract residual value equals (1)the total contract residualvalue of the leased vehicles originated during the year that were purchased pursuant to thelease during the period, divided by (2)the number of those vehicles.

(46)

Vehicles retained average ALG residual value equals (1)the total ALG residual value ofthe leased vehicles originated during the year that were purchased pursuant to the leaseduring the period, divided by (2)the number of those vehicles.

(47)

Vehicles retained average residual loss (gain)equals (1)the total residual loss (gain)on the leased vehicles originated during the year that were purchased pursuant to the leaseduring the period, divided by (2)the number of those vehicles.

(48)

Total residual losses (gains)for a period equals the sum of (1)the total residual loss(gain)on the leased vehicles originated during the year that were returned during the periodand that have been sold by ________, 20__, plus (2)the total residual loss(gain)for the leased vehicles originated during the year that were purchased pursuant to thelease during the period.

B-7

Footnotes to Cumulative Losses tables:

(49)

Number of defaults is the cumulative number of leases originated during the year that havedefaulted by the end of the period.

(50)

Gross credit losses on defaults equals the cumulative gross credit losses on leasesoriginated during the year that have defaulted through the end of the period. Gross creditlosses on defaults for a period equals the sum, for each lease that is charged off (includingwhere the related leased vehicle is repossessed) during the period, of (1)the total leasebalance, plus (2)unpaid accrued charges, minus (3)any amounts received during the periodbefore the lease is charged off or closed in Ford Credits servicing system, including anyproceeds from the sale of the related vehicles. Losses exclude all external costs associatedwith repossession and disposition of the vehicle. An estimated loss is recorded at the time avehicle is repossessed and this estimated loss is replaced by the actual loss after thevehicle is sold.

(51)

Recoveries on defaults equal the cumulative recoveries received through the end of the periodon leases originated during the year that defaulted in the period or any prior period.

(52)

Other gross credit losses equal the cumulative gross credit losses on leases originatedduring the year other than those that defaulted through the end of the period. A lease isincluded in this category if (1)it would be considered a default except for the fact that theamount charged off is less than $600 or (2)the related leased vehicle is returned and thelessee does not pay the full amounts owing under the lease before the lease is closed in FordCredits servicing system, including the full amounts assessed under the lease for excessmileage and/or excess wear and use.

(53)

Recoveries on other credit losses equal the cumulative recoveries received through the end ofthe period on leases originated during the year other than those that defaulted in the periodor any prior period.

(54)

Total credit losses equals the sum of (1)gross credit losses on defaults, plus (2)othergross credit losses, minus (3)recoveries on defaults, minus (4)recoveries on other creditlosses, in each case through the end of the period. Realized losses for a securitized pool ofleases for any period are equal to the total securitization value of all leases that aredetermined to be uncollectible in the period less any amounts received during the period onleases charged off in the period or any prior periods. In addition, realized losses for asecuritized pool of leases include all external costs associated with the repossession,transportation, reconditioning and disposition of the vehicles in that pool because theservicer is entitled to be reimbursed for these costs. Therefore, realized losses for asecuritized pool of leases may be higher or lower than the total credit losses for thoseleases.

(55)

Total credit losses as a percentage of total acquisition cost equals the percentageequivalent to (1)total credit losses through the end of the period, divided by (2)the totalacquisition cost of the leases originated during the year.

(56)

Total residual losses (gains)equals the cumulative total residual losses (gains)through theend of the period.

(57)

Total losses (gains)equals the sum of (1)the total credit losses plus (2)the totalresidual losses (gains), in each case through the end of the period.

(58)

Total losses (gains)as a percentage of total acquisition cost equals the percentageequivalent to (1)total losses (gains)for the period, divided by (2)the total acquisitioncost of the leases originated during the year.

B-8

Residual Performance Vintage Year Summary

This table summarizes the information in the Lease Terminations and Residual Performance tables andthe Cumulative Losses tables for each year of originations. This table only includes informationregarding leases that have terminated. As a result, the information shown for the more recentyears may not be meaningful.

Average Residual Loss (Gain) on

Vehicles Returned and Sold

Average

Number of

As a % of

Residual

Vehicles

Number of

As a % of

ALG

Loss (Gain)

Origination

Returned &

Vehicles

Return

Adjusted

Residual

on Vehicles

Year

Vehicle Type

Sold⁽¹⁾

Retained⁽²⁾

Rate⁽³⁾

Amount⁽⁴⁾

MSRP⁽⁵⁾

Value⁽⁶⁾

Retained⁽⁷⁾

20__

Car

CUV

SUV

Truck

Other⁽⁸⁾

Total/Average

Total Residual Losses (Gains)⁽⁹⁾

Total Losses (Gains)⁽¹⁰⁾

Total Losses (Gains) as a % of

Total Acquisition Cost⁽¹¹⁾

Percentage of Leases Reported⁽¹²⁾

20__

Car

CUV

SUV

Truck

Other

Total/Average

Total Residual Losses (Gains)

Total Losses (Gains)

Total Losses (Gains) as a % of

Total Acquisition Cost

Percentage of Leases Reported

20__

Car

CUV

SUV

Truck

Other

Total/Average

Total Residual Losses (Gains)

Total Losses (Gains)

Total Losses (Gains) as a % of

Total Acquisition Cost

Percentage of Leases Reported

20__

Car

CUV

SUV

Truck

Other

Total/Average

Total Residual Losses (Gains)

Total Losses (Gains)

Total Losses (Gains) as a % of

Total Acquisition Cost

Percentage of Leases Reported

B-9

Residual Performance Calendar Year Summary

This table summarizes the information in the Lease Terminations and Residual Performance tablesbased on the period during which the leases terminated. This table only includes informationregarding leases that were originated after 20

As a result, the information shown forthe earlier years is not comparable to the performance of a mature portfolio and may not bemeaningful.

___ Months

Ended _____,

Year Ended December 31,

20__

Number of Leases Terminated⁽¹³⁾

Number of Vehicles Returned and Sold⁽¹⁴⁾

Return Rate⁽¹⁵⁾

Vehicles Returned and Sold

Average Adjusted MSRP⁽¹⁶⁾

Average ALG Residual Value⁽¹⁷⁾

Average Residual Loss/(Gain)⁽¹⁸⁾

Residual Loss/(Gain) as a % ofAdjusted MSRP⁽¹⁹⁾

Car

CUV

SUV

Truck

Other⁽²⁰⁾

Average

Residual Loss/(Gain) as a % of ALG Residual Value⁽²¹⁾

Terminated Leases

Average Contract Residual Value as a % of Adjusted MSRP⁽²²⁾

Average ALG Residual Value as a % of Adjusted MSRP⁽²³⁾

Contract Residual Value Higher/ (Lower) than ALG ResidualValue⁽²⁴⁾

B-10

Originations

Lease Characteristics


Number of Leases Originated⁽²⁵⁾
Number of Leases Originated with ALG Residual Values⁽²⁶⁾
Weighted Average⁽²⁷⁾Original Term	months
Weighted Average⁽²⁷⁾FICO Score⁽²⁸⁾at Origination
Weighted Average⁽²⁷⁾Lease Factor		%

Number of

Contract

ALG Residual

Leases

Adjusted MSRP

Acquisition Cost

Residual Value

Value

Total

Average

Original Term

Vehicle Type

Car

CUV

SUV

Truck

Other⁽²⁹⁾

Vehicle Make

Top 15 Vehicle Models⁽³⁰⁾

Top 8 States⁽³¹⁾

B-___

20__ Originations

Lease Terminations and Residual Performance

Vehicles Returned and Sold

Vehicles Retained

Number of

Average

Number of

Vehicles

Number of

Average

Contract

Average ALG

Average

Average Net

Average

Contract

Average ALG

Average

Vehicle

Scheduled

Number of

Returned &

Vehicles

Adjusted

Acquisition

Residual

Excess

Auction

Residual Loss

Adjusted

Acquisition

Residual

Residual Loss

Total Residual

Period

Type

Terminations⁽³²⁾

Defaults⁽³³⁾

Sold⁽³⁴⁾

Retained⁽³⁵⁾

MSRP⁽³⁶⁾

Cost⁽³⁷⁾

Value⁽³⁸⁾

Value⁽³⁹⁾

Charges⁽⁴⁰⁾

Proceeds⁽⁴¹⁾

(Gain)⁽⁴²⁾

MSRP⁽⁴³⁾

Cost⁽⁴⁴⁾

Value⁽⁴⁵⁾

Value⁽⁴⁶⁾

(Gain)⁽⁴⁷⁾

Losses (Gains)⁽⁴⁸⁾

20__ Q1

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

20__ Q1

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

Car

CUV

SUV

Truck

Other

Total/Average

B-___

20__ Originations

Cumulative Losses

Total Credit

Total Losses

Loss as a % of

(Gains) as a

Gross Credit

Other Gross

Recoveries on

Total

Total Residual

% of Total

Number of

Losses on

Recoveries on

Credit

Other Credit

Total Credit

Acquisition

Losses

Total Losses

Acquisition

Period

Defaults⁽⁴⁹⁾

Defaults⁽⁵⁰⁾

Defaults⁽⁵¹⁾

Losses⁽⁵²⁾

Losses⁽⁵³⁾

Losses⁽⁵⁴⁾

Cost⁽⁵⁵⁾

(Gains)⁽⁵⁶⁾

(Gains)⁽⁵⁷⁾

Cost⁽⁵⁸⁾

20__ Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

20__ Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

B-___

ANNEX C

STATIC POOL INFORMATION PRIOR SECURITIZED POOLS

The definitions of certain terms used in this Annex C are listed below. The definitions ofother terms used in this Annex C are listed in the Glossary of Certain Terms in the prospectussupplement, except that, for purposes of Ford Credit Auto Lease Trust ___-_ the

baseresidual value

for a leased vehicle is the lesser of the contract residual value and the ALGresidual value for the leased vehicle.

ALG residual values and ALG mark-to-market values represent ALGs forecasts of the value ofused vehicles in the future. In making these forecasts, ALG takes into account a number of factorsthat will affect the value of each leased vehicle in the future, including the characteristics ofthe lease and the leased vehicle. ALG also makes predictions about a number of factors that affectthe supply and demand for used vehicles and used vehicle pricing. None of these factors can bepredicted with certainty. Some of these factors are impossible to quantify and may besignificantly impacted by unanticipated events. For more information about these factors, youshould read Risk Factors Residual value losses could result in losses on your notes in theprospectus supplement and Risk Factors Performance of the reference pool is uncertain in theprospectus. As a result, the ALG information cannot be relied on as fact.

A lease is considered to have

defaulted

if (1)the lease has been charged off or (2)the related leased vehicle was repossessed. A lease is not considered to have defaulted if theleased vehicle has been returned, even if the lessee does not pay the full amounts owing under thelease before the lease is closed in Ford Credits servicing system, including the full amountsassessed under the lease for excess mileage and/or excess wear and use.

The

gross credit loss

on a default equals (1)the securitization value of the leaseas of the end of the month before the lease defaults, plus (2)the costs associated withrepossession and transportation of the leased vehicle, plus (3)the amount of unreimbursed serviceradvances as of the end of the month before the lease defaults, minus (4)the net auction proceeds,if any, from the sale of the leased vehicle, minus (5)any amounts paid by or on behalf of therelated lessee after Ford Credit processes the default and before the lease is closed in FordCredits servicing system.

The

loss (gain)

(1)for each leased vehicle returned and sold equals (a)thesecuritization value of the related lease as of the end of the month before Ford Credit processesthe return of the leased vehicle, plus (b)the amount of unreimbursed servicer advances for therelated lease as of the end of the month before Ford Credit processes the return of the leasedvehicle, minus (c)the net auction proceeds from the sale of the leased vehicle, minus (d)anyamounts paid by or on behalf of the related lessee after Ford Credit has processed the return ofthe leased vehicle and before the related lease is closed in Ford Credits servicing system, minus(e)any base monthly payments that, as of the end of the month before Ford Credit processes thereturn of the leased vehicle, had been paid before the month in which they are due, and (2)foreach leased vehicle purchased pursuant to a lease equals (a)the securitization value of therelated lease as of the end of the month before Ford Credit processes the purchase of the leasedvehicle, plus (b)the amount of unreimbursed servicer advances for the related lease as of the endof the month before Ford Credit processes the purchase of the leased vehicle, minus (c)any amountspaid by or on behalf of the related lessee in connection with the purchase of the leased vehicle,minus (d)any base monthly payments that, as of the end of the month before Ford Credit processesthe purchase of the leased vehicle, had been paid before the month in which they are due.

Recoveries

are amounts collected after a lease has been charged off or closed inFord Credits servicing system and are net of all external costs associated with continuedcollection efforts, including legal fees.

The

residual loss (gain)

on a leased vehicle that is returned and sold equals (1)the residual portion of securitization value as of the end of the month before Ford Creditprocesses the return of the

C-1

leased vehicle, minus (2)the amounts assessed for excess mileage and/or excess wear and use,minus (3)the net auction proceeds from the sale of the leased vehicle.

The percentages in the tables in this Annex C may not sum to 100.00% due to rounding.

Footnotes:

(1)		Weighted averages are weighted by the securitization value of each lease on the cutoff datefor the prior securitization transaction.

(2)		This weighted average excludes leases with lessees who do not have FICO^®scoresbecause they (1)are not individuals and use the leased vehicles for commercial purposes, or(2)are individuals with minimal or no recent credit history.

(3)		Percentage of initial total securitization value.

(4)		Based on the billing addresses of the lessees on the cutoff date for the prior securitizationtransaction.

(5)		At of the end of the month.

(6)		The prepayment speed for any month equals (1)the monthly survival factor, dividedby (2)1 plus ((a) the monthly survival factor, times (b)the seasoning), in each case for themonth.

		The monthly survival factor for any month equals 1 minus ((1)(a) the actual totalsecuritization value of the reference pool, divided by (b)the scheduled totalsecuritization value of the reference pool, in each case at the beginning of the next month,divided by (2)(a) the actual total securitization value of the reference pool, divided by(b)the scheduled total securitization value of the reference pool, in each case at thebeginning of the month).

		Seasoning for the first month equals (1)the weighted average original term of thereference pool, minus (2)the weighted average remaining term of the reference pool, in eachcase as of the cutoff date. Seasoning for each subsequent month equals the seasoning for theprior month plus 1.

		The scheduled total securitization value of the reference pool equals the totalsecuritization value of the reference pool assuming (1)each base monthly payment is made asscheduled with no prepayments, delays or defaults and (2)each leased vehicle is returnedand sold for an amount equal to its base residual value in the month after the month inwhich the final base monthly payment is made.

(7)		The period of delinquency is the number of days that more than $49.99 of a scheduled paymentis past due, excluding leases that have reached their scheduled lease end date, defaulted orbeen removed and leases for which the leased vehicle has been returned or retained. Thedollar amounts represent the aggregate securitization value of the delinquent leases at theend of the month.

(8)		Number of scheduled terminations is the number of leases that are scheduled to terminateduring the month assuming each base monthly payment is made as scheduled with no prepayments,delays or defaults and each lease terminates in the month after the month in which the finalbase monthly payment is made.

(9)		Number of defaults is the number of leases that defaulted during the month.

(10)		Number of vehicles returned and sold is the number of leased vehicles that were returned andthat have been sold by the end of the month.

C-2

(11)		Number of vehicles retained is the number of leased vehicles that were purchased pursuant tothe lease during the month.

(12)		Number of vehicles removed is the number of leases and leased vehicles removed by theservicer during the month because (1)the representations made by it about the lease andleased vehicle were discovered to have been untrue, were not cured and had a material adverseeffect on the lease or leased vehicle, (2)its servicing materially impaired the lease orleased vehicle, (3)it changed the amount of the monthly payment or the number of monthlypayments due under the lease or (4)the leased vehicle was moved to a state where a differenttitling company would have been listed on the certificate of title at the beginning of thelease.

(13)		Return rate equals the percentage equivalent to (1)the number of vehicles returned and sold,divided by (2)the sum of (a)the number of defaults, (b)the number of vehicles returned andsold, (c)the number of vehicles retained and (d)the number of vehicles removed, in each casefor the month.

C-3

Ford Credit Auto Lease Trust 20_-_

Original Pool Characteristics


Closing Date	________, 20__	Vehicle Type⁽³⁾
Cutoff Date	________, 20__	Car
Number of Leases		SUV
Weighted Average⁽¹⁾FICO^®Score⁽²⁾at Origination		CUV
		Truck
Weighted Average⁽¹⁾Original Term		Vehicle Make⁽³⁾
Weighted Average⁽¹⁾Remaining Term
Weighted Average⁽¹⁾Lease Factor
Minimum Discount Rate Used to Calculate Securitization Value
Percentage New Vehicles⁽³⁾
Total Note Balance
Securitization Value
Average		Top 15 Vehicle Models⁽³⁾
Highest
Lowest
Total
Total Adjusted MSRP
Base Residual Value
Average
Highest
Lowest
Total
Total as % of Initial Total Securitization Value
Residual Portion of Securitization Value
Average
Highest
Lowest
Total
Total as % of Initial Total Securitization Value		Top 8 States⁽³⁾⁽⁴⁾
Total ALG Mark-to-Market (__________)
Original Term⁽³⁾
12months
24
27
30
36
39
42
48


See page C-1 for definitions and footnotes

C-4

Ford Credit Auto Lease Trust 20_-_

Balances, Prepayments and Delinquencies


		Securitization		Total Note		Over-		Reserve Account		Residual Portion of		Prepayment		Delinquencies⁽⁷⁾
Month	Date	Value⁽⁵⁾		Balance⁽⁵⁾		collateralization⁽⁵⁾		Balance⁽⁵⁾		Sec. Value⁽⁵⁾		Speed⁽⁶⁾		31-60 Days		61-90 Days		91-120 Days		121+ Days		Total
1			$		$		$		$		$		%		$		$		$		$		$
2
3
4
5
6
7
8
9


See page C-1 for definitions and footnotes

Terminations and Losses

Cumulative

Residual

Number of

Gross

Loss (Gain)

Number of

Vehicles

Number of

Credit

on Vehicles

Loss (Gain)

as a % of

on Vehicles

Scheduled

Number of

Returned &

Vehicles

Return

Losses on

Returned &

on Vehicles

Total Loss

Cumulative

Total Initial

Returned &

Month

Date

Terminations⁽⁸⁾

Defaults⁽⁹⁾

Sold⁽¹⁰⁾

Retained⁽¹¹⁾

Removed⁽¹²⁾

Rate⁽¹³⁾

Defaults

Sold

Retained

Recoveries

(Gain)

Loss (Gain)

Sec. Value

Sold


See page C-1 for definitions and footnotes

C-5

You should rely onlyon the informationcontained in thisprospectus supplement.Ford Credit has notauthorized anyone togive you differentinformation. You shouldnot rely on the accuracyof the information inthis prospectussupplement for any dateother than on the dateon the cover. FordCredit is not offeringthe offered notes in anystate where it is notpermitted.

Ford Credit Auto
Lease Two LLC
Depositor

Ford Motor Credit
Company LLC
Sponsor and Servicer

Dealer Prospectus DeliveryObligation. Until 90days afterthe date of this prospectussupplement all dealers thateffect transactions in thesesecurities, whether or notparticipating in the offering,may be required to deliver aprospectus. This is in additionto the dealers obligation todeliver a prospectus when actingas underwriters and with respectto their unsold allotments orsubscriptions.

Ford Credit Auto Lease
Trust 20_-__

Issuing Entity or Trust

$_____ ClassA-2a _____%
Asset Backed Notes

[$_____ ClassA-2b
Floating Rate Asset Backed Notes]

$_____ ClassA-3a _____%
Asset Backed Notes

[$_____ ClassA-3b
Floating Rate Asset Backed Notes]

$_____ ClassA-4a _____%
Asset Backed Notes

[$_____ ClassA-4b
Floating Rate Asset Backed Notes]

$_____ ClassB _____%
Asset Backed Notes

$_____ ClassC _____%
Asset Backed Notes

$_____ ClassD _____%
Asset Backed Notes

PROSPECTUS SUPPLEMENT

[NAMES OF UNDERWRITERS]

[Form of Prospectus]

Ford Credit Auto Lease Trusts

Asset Backed Notes


Ford Credit Auto		Ford Motor
Lease Two LLC		Credit Company LLC
Depositor		Sponsor and Servicer

Before you purchase any notes, be sure you understand the structure and the risks. You shouldreview carefully the risk factors beginning on page 8 of this prospectus and in the prospectussupplement.

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

This prospectus may be used to offer and sell the notes only if accompanied by the prospectussupplement for the issuing entity.

The issuing entities:

A new trust will be formed to be the issuing entity for each securitization transaction.

The assets of each trust will consist of:

		an exchange note which will be backed by a reference pool of car, light truck and utilityvehicle leases and leased vehicles purchased by Ford Credits titling companies from dealers,

		rights under the transaction documents for the removal of ineligible and certain other leasesand leased vehicles,

		rights under the transaction documents for servicer advances, and

		any other property identified in the prospectus supplement.

Each trust will issue asset-backed securities consisting of notes in one or more classes.

The notes:

		will be asset-backed securities payable only from the assets of the trust,

		may benefit from one or more forms of credit or payment enhancement, and

		will be debt obligations of the trust.

The amount, price and terms of each offering of notes will be determined at the time of sale andwill be described in the prospectus supplement accompanying this prospectus.

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

The date of this prospectus is ______, 20__

TABLE OF CONTENTS


Reading this Prospectus and a Prospectus Supplement			4
Summary			5
Risk Factors			8
Sponsor and Servicer			15
General			15
General Securitization Experience			16
U.S. Securitization Program for Leases			16
Use of Titling Companies; Financing Purchases of Leases by Titling Companies			17
Origination, Purchasing and Underwriting			17
Servicing Experience			21
Servicing and Collections			21
Depositor			26
Issuing Entity			26
Owner Trustee			27
Indenture Trustee			28
Titling Companies			30
Collateral Agent			30
Administrative Agent			31
Reference Pool			31
Trust Assets			31
Additional Information About the Reference Pool			31
Vintage Originations Information			32
Static Pool Information Prior Securitized Pools			32
Servicing the Reference Pool and the Securitization Transaction			32
Servicing Duties			32
Servicing Fees			33
Obligations to Remove Leases and Leased Vehicles			33
Transaction Bank Accounts			34
Advances			34
Deposit of Collections			34
Reporting Obligations of Servicer			34
Custodial Obligations of Ford Credit			35
Delegation of Duties			35
Limitations on Liability			35
Amendments to the Servicing Agreement and the Servicing Supplement			35
Resignation and Termination of the Servicer			35
Use of Proceeds			36
Maturity and Prepayment Considerations			37
Description of the Exchange Notes			37
Amendments to the Credit and Security Agreement and the Exchange Note Supplement			38
Facility Defaults and Exchange Note Defaults; Rights Upon Default			39
Description of the Notes			40
Fixed and Floating Rate Notes			40
Principal and Interest Payments on the Notes			40
Credit and Payment Enhancement			41
Events of Default and Remedies			41
Notes Owned by Transaction Parties			44
List of Noteholders			44
Satisfaction and Discharge of the Indenture			44
Amendments to the Indenture			45
Residual Interest; Issuance of Additional Securities			46
Book-Entry Registration			46
Computing the Outstanding Principal Amount of the Notes			47
Some Important Legal Considerations			47
Bankruptcy Considerations			47
The Dodd-Frank Act			49
Security Interests in the Exchange Note and the Leases and Leased Vehicles			50
Legal Considerations Relating to the Leases and the Leased Vehicles			52
Tax Considerations			54
General			54
Tax Characterization of the Trust			55
Tax Characterization and Treatment of the Notes			55
State Tax Considerations			57


ERISA Considerations			57
General Investment Considerations			57
Prohibited Transactions			58
Benefit Plans Not Subject to ERISA or the Internal Revenue Code			59
Plan of Distribution			59
Legal Opinions			60
Where You Can Find More Information			60
Incorporation of Certain Documents by Reference			60
Index of Defined Terms			62

READING THIS PROSPECTUS
AND A PROSPECTUS SUPPLEMENT

This prospectus provides general information about the notes to be issued by the Ford CreditAuto Lease Trusts, some of which may not apply to notes issued by a particular trust.

You should rely only on information provided or incorporated by reference in this prospectusand the prospectus supplement and any informational and computational material filed as part of theregistration statement filed with the SEC for any particular offering of notes.

This prospectus begins with the following brief introductory sections:

			Summary provides an overview of the terms of the notes.

			Risk Factors describes some of the risks of investing in the notes.

The other sections of this prospectus contain more detailed descriptions of the notes and thestructure of the trust that will issue your notes. Cross-references refer you to more detaileddescriptions of a particular topic or related information elsewhere in this prospectus or theprospectus supplement. The Table of Contents on the preceding pages contains references to keytopics.

An index of defined terms is at the end of this prospectus.

SUMMARY

This summary provides an overview of the most important terms of the notes. It does not containall of the information that may be important to you. To understand fully the terms of the notes,you should read this prospectus, especially the Risk Factors beginning on page 8, and theprospectus supplement completely.

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

Ford Motor Credit Company LLC, or Ford Credit, is a Delaware limited liability company and awholly-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 aspecial purpose company wholly owned by Ford Credit.

Issuing Entity

The depositor will form a separate issuing entity, or trust, for each securitizationtransaction. Each issuing entity will be a Delaware statutory trust governed by a trust agreementbetween the depositor and the owner trustee. Initially, the depositor will be the beneficiary ofthe trust.

Indenture Trustee and Owner Trustee

The prospectus supplement will identify the owner trustee of the trust and the indenture trusteefor the notes.

Titling Companies

Each of CAB East LLC and CAB West LLC, together the titling companies and each individually atitling company, is a Delaware limited liability company.

Collateral Agent

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

Administrative Agent

U.S. Bank National Association, or U.S. Bank, is a national banking association and awholly-owned subsidiary of U.S. Bancorp.

The Notes

The trust will issue one or more classes of notes under an indenture between the trust and theindenture trustee.

The terms of the notes will be described in the prospectus supplement, including, for each class ofnotes, its:

		principal amount,

		interest rate or method of determining the interest rate, and

		final scheduled payment date.

The notes of one class may differ from the notes of another class in certain respects, including:

		the timing and priority of payments, and

		whether interest and principal payments may be delayed or further subordinated upon theoccurrence of certain events of default and the related consequences.

The priority of payments among the different classes of notes will be described in the prospectussupplement.

The notes will be available only in book-entry form, except in limited circ*mstances described inthis prospectus.

For a more detailed description of the features of the notes you should read Description of theNotes in this prospectus and the prospectus supplement.

Exchange Note

The titling companies will issue a new exchange note to Ford Credit in connection with eachsecuritization transaction. The exchange note will be issued under a revolving credit facilityprovided by Ford Credit to the titling companies to finance their purchase of leases and leasedvehicles from dealers.

The titling companies will use amounts received on a reference pool of leases and leased vehiclesto make payments on the exchange note. These amounts include:

		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 theleased vehicles.

For a more detailed description of the features of the exchange note you should read Descriptionof the Exchange Notes in this prospectus and Description of the Exchange Note in the prospectussupplement.

Reference Pool

The prospectus supplement will describe how the securitization value of a lease is calculated.

Trust Assets

The primary asset of the trust will be the exchange note.

For each securitization transaction, Ford Credit, as the sponsor, will sell the exchange note tothe depositor and the depositor will then immediately sell the exchange note to the trust. Theprospectus supplement will describe the criteria used to select the reference pool which will backthe exchange note.

In addition to the exchange note, the trust assets will include:

		funds and investments held in bank accounts of the trust,

		rights under the transaction documents for the removal of ineligible and certain otherleases and leased vehicles,

		rights under the transaction documents for servicer advances, and

		all other rights under the transaction documents, including any credit or paymentenhancements.

For a more detailed description of the trust assets, you should read Reference Pool andDescription of the Exchange Notes in this prospectus and Reference Pool and Description of theExchange Note in the prospectus supplement.

Credit and Payment Enhancement

The prospectus supplement will describe the features designed to protect noteholders against losseson the leases and leased vehicles in the reference pool and consequent delays or defaults inpayments on the notes. These features are called credit enhancement and may include:

		reserve accounts,

		excess spread,

		overcollateralization, or

		subordination of other notes issued by the trust.

The prospectus supplement may describe features designed to ensure the timely payment of amountsowed to noteholders. These features are called payment enhancement and may include:

		interest rate swaps, caps or floors,

		surety bonds,

		letters of credit, or

		liquidity facilities.

For a more detailed description of credit and payment enhancement, you should read Description ofthe Notes Credit and Payment Enhancement in this prospectus.

Servicing of the Reference Pool

Ford Credit will act as the servicer for the leases and leased vehicles in the reference pool.The servicer is responsible for collecting payments on the reference pool, administering payoffs,defaults and delinquencies, and repossessing and liquidating leased vehicles. Ford Credit willalso act as custodian and maintain custody of the lease files. The trust will pay the servicer amonthly servicing fee specified in the prospectus supplement.

For a more detailed description of the servicing of the reference pool, you should read Servicingthe Reference Pool and the Securitization Transaction in this prospectus.

Optional Redemption or Clean Up Call Option

The servicer will have the option to purchase the exchange note from the trust on any payment datethat the note balance of the notes is less than an amount specified in the prospectus

supplement. This option is referred to as the servicers clean up call option. The prospectussupplement will describe how the clean up call option works, the purchase price for the exchangenote and any conditions to its exercise by the servicer.

For a more detailed description of the servicers clean up call option, you should readDescription of the NotesOptional Redemption or Clean Up Call Option in the prospectussupplement.

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.

The trusts tax counsel identified in the prospectus supplement will deliver its opinion that, forU.S. federal income tax purposes:

			the notes will be treated as debt, and

			the trust will not be classified as an association or publicly traded partnershiptaxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you shouldread Tax Matters in this prospectus and the prospectus supplement.

RISK FACTORS

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


The absence of asecondary marketfor your notescould limit yourability to resellyour notes		The absence of a secondary market for your notes could limit yourability to resell them. This means that if you want to sell any ofyour 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 havebeen if a secondary market existed. The underwriters may assist inthe resale of notes, but they are not required to do so. If asecondary market does develop, it might not continue or it might notbe sufficiently liquid to allow you to resell any of your notes.

The assets of thetrust are limitedand are the onlysource of paymentfor your notes		The trust will not have any assets or sources of funds other thanamounts received on the exchange note and the related property itowns. Credit enhancement that is available to support your notes islimited. Your notes will not be insured or guaranteed by Ford Creditor any of its affiliates or any other person. If these assets orsources of funds are insufficient to pay your notes in full, you willincur losses on your notes.

Payments on thenotes depend oncollections on theleases and proceedsfrom the sale ofthe leased vehicles		The trust will pay the notes only with payments received on theexchange note. The amount received on the exchange note willprimarily depend upon the collections on the leases in the referencepool, the number of leases that default and the amount of the proceedsfrom the sale of the leased vehicles upon scheduled termination, earlytermination or default. If there are decreased collections, increaseddefaults or the net sale proceeds from the leased vehicles are lessthan the base residual values of the leased vehicles, there may beinsufficient funds to pay your notes in full.

		No assurance can be made that the market value of any leased vehiclewill equal its base residual value at the end of the lease. If themarket value of a leased vehicle is less than the price at which thelessee may purchase the vehicle under the lease, the lessee will bemore likely to return it. If the net sale proceeds from returnedleased vehicles are less than their base residual values, there may beinsufficient funds to pay your notes in full.

Performance of thereference pool isuncertain		The performance of the leases and leased vehicles in the referencepool depends on a number of factors, including general economicconditions, unemployment levels, the circ*mstances of individuallessees, Ford Credits underwriting standards at origination, theaccuracy of ALGs residual value forecasts, the success of FordCredits servicing, collection and vehicle remarketing strategies andused vehicle prices.

		The used vehicle market is affected by supply and demand for suchvehicles, which in turn is affected by numerous factors including:

		consumer tastes and economic factors, includingchanges in fuel prices and the availability of financing to consumersand dealers for their purchase of used vehicles,


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

		government actions, including actions that encourageconsumers to purchase certain types of vehicles, and

		other factors, including the impact of vehiclerecalls.

		None of these factors can be predicted with certainty. Some of thesefactors are impossible to quantify and may be significantly impactedby unanticipated events. Changes in various factors could havedisproportionate effects on the supply or demand for certain vehicletypes or models. For example, increases in fuel prices coulddisproportionately reduce the resale value of larger, less fuelefficient vehicles, such as full-sized trucks and SUVs. Similarly,introduction of a new model by Ford may impact the resale value ofsimilar, but older, models. Consequently, no accurate prediction canbe made of how the reference pool will perform.

The timing ofprincipal paymentson your notes isuncertain		Faster than expected payments on the reference pool will cause thetrust to make payments of principal on your notes earlier thanexpected and will shorten the maturity of your notes. Payments on thereference pool may be made earlier than expected if:

		lessees prepay the leases in full,

		lessees default on their leases and proceeds arereceived from the sale of the leased vehicles,

		lessees participate in early termination programs sponsored by Ford,

		proceeds from claims on any physical damage, creditlife or other insurance policies covering the leases, leased vehiclesor lessees are received,

		the servicer is required to remove certain leases andleased vehicles from the reference pool and makes a correspondingpayment to the collection account, or

		leased vehicles are returned and sold more quicklythan expected.

		A variety of economic, social and other factors will influence therate of payments on the reference pool. No prediction can be made asto the actual rate of these payments.


		If you receive principal payments on your notes earlier than expectedat a time when interest rates are lower than interest rates wouldotherwise have been had such principal payments been made at adifferent time, you may not be able to reinvest the principal in acomparable security with an effective interest rate equivalent to theinterest rate on your notes. Similarly, if principal payments on yournotes are made later than expected, you may lose reinvestmentopportunities. In addition, if the notes were purchased at a discountand payments are slower than expected, your yield may be reduced. Youwill bear all reinvestment risk resulting from receiving payments ofprincipal on your notes earlier or later than expected.

		In addition, your notes will be paid in full prior to maturity if theservicer exercises its clean up call option.

		For more information about the timing of repayment and other sourcesof prepayments, you should read Maturity and PrepaymentConsiderations in this prospectus and the prospectus supplement.

Interests of otherpersons in theexchange note, theleases or theleased vehiclescould reduce ordelay payments onthe notes		If another person acquires an interest in the exchange note or in anylease or leased vehicle in the reference pool that is superior to thetrusts, collections on the exchange note, collections on that leaseor proceeds of the sale of that leased vehicle may not be available tomake payments on your notes. Another person could acquire an interestthat is superior to the trusts interest if:


		the trust does not have a perfected security interestin the exchange note because its security interest was not properlyperfected despite the delivery of the exchange note to the indenturetrustee on the closing date for a securitization transaction,

		the collateral agent does not have a perfectedsecurity interest in the reference pool because its security interestin the leases or leased vehicles was not properly perfected despitethe grant of a security interest in all leases and leased vehicles tothe collateral agent upon their acquisition by the titling companiesand the indication on the certificate of title for each leased vehiclenaming the collateral agent as secured party, or

		the collateral agents security interest in theleases or leased vehicles in the reference pool is impaired becauseholders of some types of liens, such as a lien in favor of the PensionBenefit Guaranty Corporation, certain tax liens or mechanics liens,may have priority over the collateral agents security interest, or aleased vehicle is confiscated by a government agency.

		For more information regarding the security interests in the exchangenote and the leases and leased vehicles in the reference pool, youshould read Some Important Legal Considerations Security Interestsin the Exchange Note and the Leases and Leased Vehicles in thisprospectus.


Subordination willcause some classesof notes to bearadditional creditrisk		The rights of the holders of any class of notes to receive payments ofinterest and principal may be subordinated to one or more otherclasses of notes or to the rights of others such as hedgecounterparties. If you hold notes of a subordinated class, you willbear more credit risk than holders of more senior classes of notes andyou will incur losses, if any, prior to holders of more senior classesof notes. Failure to pay interest on subordinated notes that are notpart of the Controlling Class will not be an Event of Default.

Failure to payprincipal on a notewill not constitutean Event of Defaultuntil its finalscheduled paymentdate		The trust does not have an obligation to pay a specified amount ofprincipal on any note on any date other than its outstanding amount onits final scheduled payment date. Failure to pay principal on a notewill not constitute an Event of Default until its final scheduledpayment date.

You may sufferlosses because youhave limitedcontrol overactions of thetrust and conflictsbetween classes ofnotes may occur		The trust will pledge the exchange note to the indenture trustee tosecure payment of the notes. The Controlling Class will be entitledto declare an Event of Default relating to a breach of a materialcovenant and accelerate the notes after an Event of Default, and waiveEvents of Default (other than failure to pay principal or interest).The Controlling Class may, in certain circ*mstances, direct theindenture trustee to sell the exchange note after an acceleration ofthe notes even if the proceeds would not be sufficient to pay all ofthe notes in full. If your notes cannot be repaid in full with theproceeds of a sale of the exchange note, you will suffer a loss.

		The Controlling Class may terminate the servicer following a ServicerTermination Event and may waive Events of Servicing Termination.

		Holders of notes that are not part of the Controlling Class will haveno right to take any of these actions. Only the Controlling Classwill have these rights. The Controlling Class may have differentinterests from the holders of other classes of the notes and will notbe required to consider the effect of its actions on the holders ofother classes.

		For a more detailed description of the actions that the ControllingClass may direct, you should read Description of the Notes Eventsof Default and Remedies Remedies Following Acceleration andServicing the Reference Pool and the Securitization Transaction Resignation and Termination of the Servicer in this prospectus.

You may suffer losses on your notes because the servicer maycommingle collections with its own funds		The servicer will be required to deposit collections on the referencepool in the trusts collection account within two business days ofapplying such amounts to the lessees account or on a monthly basis.Until it deposits collections, the servicer may use them at its ownrisk and for its own benefit and may commingle collections on thereference pool with its own funds. If the servicer does not pay theseamounts to the trust by the next payment date (which could occur ifthe servicer becomes subject to a bankruptcy proceeding), payments onyour notes could be reduced or delayed.


Delays incollecting paymentscould occur if FordCredit ceases to bethe servicer		If Ford Credit resigns or is terminated as servicer, the processing ofpayments on the leases, sales of returned or repossessed leasedvehicles and information about collections could be delayed. Thiscould cause payments on your notes to be delayed. Ford Credit may beremoved as servicer if it defaults on its servicing obligations orbecomes subject to bankruptcy proceedings as described under"Servicing the Reference Pool and the Securitization Transaction Resignation and Termination of the Servicer in this prospectus.

The servicer hasdiscretion over theservicing of theleases and leasedvehicles whichcould impact theamount or timing offunds available tomake payments onyour notes		The servicer has discretion in servicing the leases and leasedvehicles in the reference pool, including the ability to grant paymentextensions and to determine the timing and method of collection,vehicle remarketing and whether it expects to recover a potentialservicer advance and, therefore, whether or not to make that serviceradvance. The manner in which the servicer exercises that discretioncould have an impact on the amount or timing of collections on thereference pool and consequently on the amount or timing of principaland interest received by the trust on the exchange note. If theservicer determines not to advance funds, or if other servicingprocedures impact the amount or timing of the collections on theleases and leased vehicles in the reference pool, you may experiencelosses or delays in payment on your notes.

Bankruptcy of FordCredit could resultin delays inpayment or losseson your notes		If Ford Credit becomes subject to bankruptcy proceedings, you couldexperience losses or delays in payments on your notes. A court in abankruptcy proceeding could conclude that Ford Credit effectivelystill owns the exchange note because the sale of the exchange note byFord Credit to the depositor and by the depositor to the trust, werenot true sales or that the assets and liabilities of the titlingcompanies, the holding companies and the depositor should beconsolidated with those of Ford Credit for bankruptcy purposes. If acourt were to reach either of these conclusions, payments on yournotes could be reduced or delayed due to:

		the automatic stay provision of the U.S. federalbankruptcy laws that prevents secured creditors from exercisingremedies against a debtor in bankruptcy without permission from thebankruptcy court and other provisions of the U.S. federal bankruptcylaws that permit substitution of collateral in limited circ*mstances,

		tax or government liens on Ford Credits propertythat arose prior to the transfer of the exchange note to the trusthaving a claim on collections that are senior to your notes, or

		the trust not having a perfected security interest inthe exchange note or any cash collections held by Ford Credit at thetime the bankruptcy proceeding begins.


		In addition, the transfer of the exchange note by the depositor to thetrust, although structured as a sale, may be viewed as a financingbecause the depositor retains the residual interest in the trust. Ifa court were to conclude that such transfer was not a sale or thedepositor was consolidated with Ford Credit in the event of FordCredits bankruptcy, the notes would benefit from a security interestin the exchange note but the exchange note would be owned by FordCredit and payments could be delayed, collateral substituted or otherremedies imposed by the bankruptcy court that could adversely affectthe amount and timing of payments on the notes.

		For more information about the effects of a bankruptcy on your notes,you should read Some Important Legal Considerations BankruptcyConsiderations in this prospectus.

Federal financialregulatory reformcould have anadverse impact onFord Credit, thedepositor or thetrust		The Dodd-Frank Wall Street Reform and Consumer Protection Act createdan alternative liquidation framework under which the FDIC may beappointed as receiver for the resolution of a non-bank financialcompany if the company is in default or in danger of default and theresolution of the company under other applicable law would haveserious adverse effects on financial stability in the United States.

		There can be no assurance that the new liquidation framework would notapply to Ford Credit, the titling companies, the depositor or thetrust, although the expectation is that the framework will be invokedonly very rarely. Recent guidance from the FDIC indicates that thenew framework will be exercised in a manner consistent with theexisting bankruptcy laws, which is the insolvency regime which wouldotherwise apply to Ford Credit, the titling companies, the depositorand the trust.

		If the FDIC were appointed as receiver for Ford Credit, any titlingcompany, the depositor or the trust, or if future regulations orsubsequent FDIC actions are contrary to the recent FDIC guidance, youmay experience losses or delays in payments on your notes.

		For more information about the new framework, see"Some ImportantLegal Considerations The Dodd-Frank Act in this prospectus.


The servicing feemay be insufficientto attract areplacementservicer		If Ford Credit resigns or is terminated as servicer, the servicingfee, which is calculated as a fixed percentage of the totalsecuritization value, may be insufficient to attract a replacementservicer or cover the actual servicing costs on the reference poolbecause the amount of the servicing fee declines each month as thetotal securitization value declines but the servicing costs on eachaccount remain essentially fixed. This risk is greatest toward theend of the securitization transaction when a larger portion ofcollections will be attributable to sales of leased vehicles whichhave a higher cost of servicing than the collection and posting ofmonthly payments. A delay or inability to find a replacement servicerwould delay collections on the reference pool and could delay paymentsand reports to the noteholders and the indenture trustee, reduceamounts collected on the reference pool, including vehicle saleproceeds on returned or repossessed leased vehicles or amountscollected on defaulted leases. As a result, the amount available topay principal and interest on your notes may be reduced or delayed.

SPONSOR AND SERVICER

General

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Forddealers. Ford Credit is a Delaware limited liability company and is an indirect wholly ownedsubsidiary of Ford.

Ford Credit provides a wide variety of automotive financing products to and through dealersthroughout the world. Ford Credits primary financing products are:

			Retail financing purchasing retail installment sale contracts and leasesfrom dealers, and offering financing to commercial customers, primarily vehicle leasingcompanies and fleet purchasers, to lease or purchase vehicle fleets,

			Wholesale financing making loans to dealers to finance the purchase ofvehicle inventory, also known as floorplan financing, and

			Other financing making loans to dealers for working capital, improvementsto 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, purchases certain receivables of Ford and its subsidiaries andprovides 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 supplements and other support payments from Ford and affiliatedcompanies on special rate financing programs, and

			payments on wholesale and other dealer loan financing programs.

Ford Credit will be the sponsor of the securitization transaction in which the notes will beissued. Ford Credit will be responsible for structuring each transaction and selecting thetransaction parties. Ford Credit will be the servicer of the leases and leased vehicles in thereference pool and the securitization transaction in which the notes will be issued. Ford Creditwill be responsible for paying the costs of forming the trust, legal fees of certain transactionparties, rating agency fees for rating the notes and other transaction costs. Ford Credit willalso select the leases and leased vehicles allocated to the reference pool for each securitizationtransaction. The criteria used by Ford Credit to select the leases and leased vehicles for thesecuritization transaction in which the notes will be issued will be described in the prospectussupplement.

Ford Credit is also the lender under the credit and security agreement, the servicer for thetitling companies, the administrator for the titling companies and the collateral agentadministrator and will be the indenture administrator. As lender, Ford Credit advances funds tothe titling companies for the purchase of leases and leased vehicles from motor vehicle dealers inthe United States in the ordinary course of business. As lender, Ford Credit will request that thetitling companies create the exchange note issued for the securitization transaction in which thenotes will be issued and will also be the initial holder of the exchange note and any otherexchange notes issued under the credit and security agreement. In addition, as lender, Ford Creditwill have voting and other rights under the credit and security agreement.

As servicer of the reference pool, Ford Credit will make representations about the leases andlease vehicles in the reference pool on which the depositor and the trust will rely in acquiringthe exchange

note. If any representation is later discovered to have been untrue when made and thebreach has a material adverse effect on the lease or leased vehicle, Ford Credit must remove thelease or leased vehicle from the reference pool unless it cures the breach in all material respectsby the end of any applicable grace period.

As servicer for the titling companies, Ford Credit is responsible for originating, purchasingand underwriting the leases and leased vehicles purchased by the titling companies. Ford Credit isalso responsible for servicing all of the leases and leased vehicles owned by the titlingcompanies, including the leases and leased vehicles in the reference pool.

As administrator of the titling companies, Ford Credit performs administrative duties onbehalf of each of the titling companies. As collateral agent administrator, Ford Credit willperform administrative duties on behalf of the collateral agent, including maintaining the lien andsecurity interest granted to the collateral agent under the credit and security agreement andtaking all necessary actions with respect to the collateral agent and the certificates of title forthe leased vehicles. As indenture administrator, Ford Credit will perform administrative duties onbehalf of the trust. Ford Credit will receive a fee for the performance of its services as titlingcompany administrator, collateral agent administrator and indenture administrator.

General Securitization Experience

Ford Credit has been securitizing its assets since 1988.

Ford Credits securitization programs are diversified among asset classes and markets. FordCredit sponsors securitization programs for retail installment sale contracts, dealer floorplanreceivables and operating leases and the related leased vehicles. Ford Credit regularlyparticipates in a number of international securitization markets, including the United States,Canada, Europe (including the United Kingdom, Germany, Spain, Italy and France) and Mexico and hasparticipated in the securitization markets in Japan and Australia.

In the United States, Ford Credit regularly sponsors lease securitizations in which securitiesbacked by reference pools of leases and leased vehicles are sold in private transactions topurchasers, including large financial institutions and asset-backed commercial paper conduits.

Ford Credit securitizes its assets because the market for securitization of financial assetsprovides the company with a lower cost source of funding than other alternatives, diversifiesfunding among different markets and investors, and provides additional liquidity. Ford Creditmeets a significant portion of its funding requirements through securitizations for these reasons.

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

U.S. Securitization Program for Leases

Ford Credit has had an active private securitization program for leases since 2004, includingwidely distributed transactions under Rule144A since 2009, and has issued asset-backed securitiesin more than 20 transactions under this program. Ford Credit is now establishing a publiclyregistered securitization program for leases. The asset-backed securities offered by theprospectus supplement accompanying this prospectus are part of this program. Ford Credit has neverreceived a demand to remove a lease and leased vehicle from a reference pool underlying theasset-backed securities offered in its private lease program due to a breach of representationsrelating to such lease and leased vehicle. Removals of leases and leased vehicles due to FordCredits discovery of a breach of representations have been immaterial in its private leaseprogram. None of the asset-backed securities offered in its

private lease program haveexperienced any losses or events of default and Ford Credit has never taken any action out of theordinary in any transaction to prevent such an occurrence.

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

Ford Credit uses titling companies to facilitate its leasing business. The titling companiespurchase leases entered into between retail customers and motor vehicle dealers and the leasedvehicles that are subject to those leases. The titling company that purchases a lease and leasedvehicle is determined by the state where the leased vehicle is titled at the beginning of thelease. Each titling company pays the purchase price of its leases and leased vehicles with fundsborrowed from Ford Credit under a revolving credit facility pursuant to the credit and securityagreement and funds contributed to the titling company indirectly by Ford Credit. The titlingcompanies have agreed to repay amounts advanced under the revolving credit facility on a joint andseveral basis.

At any time, Ford Credit may request that the titling companies convert all or a portion ofthe amounts outstanding under the revolving credit facility to a term note evidenced by anexchange note.

Amounts due to Ford Credit under the revolving credit facility and all amounts due underoutstanding exchange notes, including the exchange note issued for the securitization transactionin which the notes will be issued, are secured by a single security interest in favor of thecollateral agent, on behalf of Ford Credit and any holder of any exchange note, on all leases andleased vehicles financed under the credit and security agreement and any proceeds of those leasesand leased vehicles. Whenever a new exchange note is issued, certain leases and leased vehiclesare allocated as a reference pool for that exchange note and generally only the collections onthose leases and leased vehicles will be used to make payments on that exchange note. For moreinformation about the reference pool, seeReference Poolin this prospectus.

Origination, Purchasing and Underwriting

When a lessee leases a vehicle from a dealer, the lessee and the dealer negotiate the price ofthe vehicle and the acquisition of any insurance, service contract or other products. The lesseeand the dealer also decide the lease term, mileage allowance, residual value and payment terms forthe lease, subject to Ford Credits approval. Typically, Ford Credit also requires the dealer tocharge the lessee an acquisition fee.

The titling company pays the dealer a purchase price or acquisition cost for the lease andthe leased vehicle equal to (1)the negotiated price of the leased vehicle, including dealerinstalled accessories, plus (2)any amounts (other than the acquisition fee) financed over the termof the lease, including applicable taxes, insurance, service contracts, outstanding balance on anyprior lease or trade-in vehicle and other fees and charges, less (3)any vehicle trade-in, rebateor down payment, plus (4)a set fee or a portion of the lease charges on the contract. The portionof the lease charges earned by the dealer generally is calculated using the difference between theminimum lease factor set by Ford Credit and the lease factor used to calculate the lesseespayment, subject to the lease factor limit set by Ford Credit.

The monthly lease payments or base monthly payments are set so that, over the life of alease, the aggregate payments will cover the difference between the acquisition cost of the leaseand the estimated value of the leased vehicle at the end of the lease term or the contractresidual value plus lease charges and the acquisition fee. Lease charges are based on an implicitinterest rate, called a lease factor. A lessees total monthly payment also includes any salesor use taxes imposed on the base monthly payment and an amount to cover applicable personalproperty taxes and similar government charges.

Almost all leases purchased by the titling companies are for new vehicles and most are withindividuals who lease vehicles for personal use. The titling companies generally purchase leaseswith terms of 24, 36 and 39months, but will purchase leases with other terms.

All of the leases are closed-end leases. At the end of a closed-end lease, if the lesseeelects not to purchase the leased vehicle, the lessee must return it. If the lessee returns theleased vehicle, the lessee is not required to pay the deficiency, if any, between the net saleproceeds received for the leased vehicle and the contract residual value and is not entitled to theexcess, if any, of the leased vehicles net sale proceeds over the contract residual value. Therelated titling company, as the lessor, assumes all residual risk on the leased vehicle.

Ford Credit establishes a standard contract residual value and lease factor for each lease.However, almost all leases purchased by the titling companies are originated under Ford-sponsoredmarketing programs. Under these programs, the contract residual value is set higher than thecontract residual value and/or the lease factor is set below the lease factor Ford Credit wouldotherwise have set. Ford Credit also allows lessees to reduce their lease factor by prepaying alltheir monthly payments in a single up-front payment.

Ford Credit makes purchasing decisions on behalf of the titling companies, as servicer for thetitling companies. These decisions are made independently of Ford, and Ford cannot require anytitling company to purchase leases that do not satisfy Ford Credits underwriting standards. FordCredits underwriting standards and purchasing criteria emphasize the applicants ability to payand creditworthiness. The creditworthiness of any co-applicant or guarantor is also considered.Each applicant completes a credit application. Dealers typically submit applicationselectronically to Ford Credit together with information about the proposed terms of the lease.Ford Credit generally obtains a credit report on the applicant from a national credit bureau. FordCredit generally selects a credit bureau based upon its assessment of which credit bureau providesthe most accurate and complete credit reports in the applicants geographic area. In a limitednumber of cases, a credit report is not available because an applicant does not have an establishedcredit history.

To set the minimum lease factor that must be used to calculate the base monthly payment forstandard rate leases, Ford Credit uses lease specific scoring models to assess the creditworthinessof an applicant using the information provided on the applicants credit application, the proposedterms of the lease and the applicants credit bureau data. If an individual applicant hassufficient recent credit history, the credit bureau data includes the applicants credit riskscore, often referred to as a FICO^®score, which is generated using statistical modelscreated by Fair Isaac Corporation. FICO^®is a registered trademark of Fair IsaacCorporation. Ford Credit uses FICO^{^®}scores designated specifically for automotivefinancing. The FICO^®score measures the likelihood an applicant will repay anobligation, and it is the most significant factor in Ford Credits consumer scoring models. Thehighest FICO^®score is 900, and the lowest FICO^®score is 250. Ford Creditfrequently reviews its models to confirm the continued business significance and statisticalpredictability of the factors and updates its models to incorporate new factors that improve theirstatistical predictability.

Credit applications are automatically evaluated and some are either approved or rejected basedon Ford Credits electronic decisioning models. A credit analyst judgmentally evaluates eachcredit application that is not electronically approved or rejected. The credit analyst considersthe same information used in the electronic decisioning models and also weighs other factors, suchas Ford Credits relationship with the dealer, then makes an individual credit decision based onthe analysts assessment of the strengths and weaknesses of the application. The credit analystmay condition approval of a credit application on the addition of a qualified co-lessee orguarantor or a security deposit or on modifications to the lease terms in order to lower the totalmonthly payment on the lease, such as a higher cash down payment or a less expensive leasedvehicle. When necessary, the analyst will verify the identity, employment and other applicant databefore the decision is made.

For credit applications not electronically approved or rejected, Ford Credit typically makes acredit decision within 20 minutes of receipt of an application. Higher risk applicants may requireadditional investigation. Over 95% of Ford Credits credit decisions are made within one hour ofreceipt of an application.

Each Ford Credit analyst is assigned a specific dollar approval level for leases. Theselevels are based on an applicants total outstanding balances with Ford Credit. More experiencedanalysts are assigned higher approval levels. More senior personnel must approve any lease thatexceeds the analysts approval level. In addition, the more senior personnel periodically reviewthe purchase decisions of analysts to ensure they are consistent with Ford Credits underwritingguidelines.

Dealers must submit leases on forms approved by Ford Credit. After the dealer submits acompleted lease, Ford Credit checks it for specific errors apparent in the disclosures made by thedealer. If the lease contains minor errors, Ford Credit may approve the lease for purchase by thetitling company and send a correction notice to the lessee or obtain a signed modification from thelessee. A lease with a more significant error is returned to the dealer for correction or a newlease. Each dealer signs an assignment agreement representing that it made all requireddisclosures and all disclosures made by the dealer are correct. For disclosures that Ford Creditcannot review because the error would not be apparent in the lease, it relies on therepresentations made by the dealer in the assignment agreement. The assignment agreement requiresthe dealer to apply immediately for a title for the leased vehicle naming the titling company asthe owner of the leased vehicle and naming the collateral agent as secured party. Ford Creditreviews titles as they are received to confirm the titling companys ownership interest and thecollateral agents security interest are noted on the title.

At the time the lessee takes delivery of the leased vehicle, the dealer must collect the firstmonths lease payment. Certain higher risk lessees may be required to make security deposits. Inthese cases, the dealer collects a refundable security deposit generally equal to one monthspayment. The dealer also collects and pays all required license fees, registration fees and taxesto register the vehicle.

Purchased leases and related documents are electronically imaged. For electronic leases, aseparate image of the original is created for servicing purposes. Once imaged, the documents maybe viewed on a computer screen for servicing, but may not be altered or deleted. Additionaldocuments obtained during servicing are also added to the imaged file.

The lessee agrees to maintain physical damage and liability insurance on the leased vehicle,and the dealer is required to provide Ford Credit with proof of insurance at the beginning of thelease. The minimum amount of liability insurance required by the lease is generally equal to theminimum state law requirements. The maximum allowable deductible is $1,000. The titling companymust be named as an additional insured and loss payee on all insurance policies. Since lessees maychoose their own insurers to provide the required coverage, the specific terms of the policies mayvary. Ford Credit generally does not track whether the lessee maintains the required insurance.

Ford Credit classifies vehicles into categories. Car includes sedans, hatchbacks andcoupes. Light truck includes vans, minivans and light pick-up trucks. Utility includeswagons, SUVs and cross-overs or CUVs.

A specific auditing group within Ford Credit performs regular audits to monitor compliancewith purchasing policies and procedures and legal requirements.

Ford Credit regularly reviews and analyzes its portfolio of leases to evaluate theeffectiveness of its underwriting guidelines, scoring models and purchasing criteria. If externaleconomic factors, credit loss or delinquency experience, market conditions, lessee characteristicsor other factors change, Ford Credit may adjust its underwriting guidelines, scoring models andpurchasing criteria in order to change the quality of its portfolio or to achieve other goals andobjectives.

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

Ford Credit uses two proprietary models and an internal review process to establish residualvalues. These models use a number of factors about a vehicle to determine its residual value,including the manufacturers suggested retail price, wholesale price, planned production volume,rental and fleet sales, consumer acceptance, life cycle and recent and seasonal auction trends.Ford Credit regularly reviews and updates the residual value models. The internal review processconsiders the accuracy of the current residual value models as vehicles come off lease, any currentor planned marketing incentives, market acceptance of vehicles and competitive actions within thevehicle segment. Ford Credit also compares its residual values to historical auction values forreturned leased vehicles and to residual value forecasts published in independent industry guidesthat are used in the automotive finance industry, such as Automotive Lease Guide (ALG) and BlackBook.

Ford Credit sets residual value percentages quarterly for each new vehicle available from Fordgenerally for lease terms of 24, 36, 39 and 48months and for maximum mileage levels ranging from10,500 to 19,500 miles per year. If Ford Credit has not set residual value percentages for aparticular lease term, the dealer must contact Ford Credit to obtain a residual value percentagefor that lease term. Lessees may purchase additional mileage above 19,500 miles per year (subjectto a total limit of 100,000 miles) but the residual value percentage will not be adjusted.

Manufacturers often sponsor marketing programs on select vehicles in order to lower a lesseesmonthly payment by increasing the contract residual value above the level that would otherwise beestablished by Ford Credit. Vehicles that are leased under these marketing programs may be morelikely to be returned at the end of the lease term because the price at which the lessee maypurchase the vehicle is more likely to exceed the market value of the vehicle at that time. Forthis reason, Ford Credit has established guidelines to limit the amount by which the residual valueof a vehicle may be increased over the level that Ford Credit would otherwise set.

When a vehicle is sold after being returned at the end of the lease, there will be a residualgain on the vehicle if the net sale proceeds of the vehicle are greater than the vehicles contractresidual value. Conversely, there will be a residual loss on the vehicle if the net sale proceedsof the vehicle are less than the vehicles contract residual value.

Commercial Accounts. Some of the leases purchased by the titling companies are for lesseeswho are either individuals or business entities who use the leased vehicles for commercialpurposes. Commercial lessees may have multiple leases with the titling companies. Ford Creditsscoring models for commercial applicants that are business entities include factors relevant tobusinesses and data available through commercial credit bureaus. While credit reports fromcommercial credit bureaus may include credit risk scores, these scores are not FICO^®scores. Commercial credit bureau scores, when available, have been used in Ford Credits scoringmodels since the second quarter of 2008. Commercial applicants who are individuals are scoredusing the scoring models for individual customers, including the individuals FICO^®score. Similar to credit decisions for personal use leases, credit decisions for commercial leasesemphasize the applicants ability to pay and creditworthiness, but also recognize that commercialuse vehicles are often put to more demanding uses, which may reduce the resale value of the leasedvehicle. For these reasons, underwriting standards are often different for commercial leases, suchas by requiring larger down payments. Ford Credit does not allow the value of a specialized bodyadded to a base vehicle to customize it for commercial purposes to be included in calculating thevehicles residual value. As a result, the titling companies have few leased vehicles withspecialty bodies. A portion of commercial use customers have lines of credit that allow thecustomer to enter into multiple leases up to the approved amount under preestablished terms.Credit decisions for lines of credit are performed on at least an annual basis and include reviewof financial statements and may require guaranties of the leases entered into under the line ofcredit as a condition of approval.

The most significant difference between commercial and other leases is that commercial leasesmay be included in a separate cross collateral agreement. These agreements allow Ford Credit toenforce collection and repossession rights against some or all leases and leased vehicles with thesame lessee even if payments for some of the leases are current. Payments or other amounts, suchas repossession

sale proceeds, received that relate to one lease generally are applied first tothat lease. Excess amounts collected for one lease may be applied to other leases with the samelessee to reduce losses.

Servicing Experience

Ford Credit will service the leases and the securitization transactions in its U.S. publiclease securitization program. Ford Credit has been the servicer for its U.S. private leasesecuritization program since its inception. None of the asset-backed securities in Ford CreditsU.S. private lease securitization program have experienced any losses or events of default. Therehave not been any instances of material noncompliance with the servicing criteria in Ford CreditsU.S. private lease securitization program.

Ford Credit services all the retail leases it originates, including leases included insecuritizations. Ford Credit has comprehensive web-based servicing policies and procedures thatensure common servicing practices and procedures are used for all leases. These practices andprocedures are described in" Servicing and Collectionsbelow. Servicing personnel do not knowif a lease they are servicing has been included in a securitization transaction.

Ford Credits servicing and collections systems maintain records for all leases, trackapplication of payments and maintain relevant information on the lessees and account status. Thesystems also capture communications with lessees and allow management to review collectionpersonnel activities.

Ford Credit will be responsible for all servicing functions for the leases and leased vehiclesin the reference pool. As is customary in the servicing industry, Ford Credit engages vendors,which may be affiliates, to perform certain servicing processes. These processes includeprocessing monthly lockbox payments from lessees, providing telephonic payment systems, reviewingtitles of leased vehicles for accuracy, imaging lease documents, storing paper and electronicleases, handling certain inbound lessee service calls and early stage collections support andperforming data entry and administrative functions. Ford Credit requires all vendors to followprocesses set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitorsthem for compliance. Vendors do not have the discretion to make decisions that would materiallyaffect agreed upon processes, amounts collected or the timing for amounts applied to lesseeaccounts. Ford Credit believes these vendors could be easily replaced, if necessary. Some vendorsperform their services outside the United States.

Ford Credit also contracts with a network of outside contractors to repossess vehicles and tocollect some deficiencies for charged off accounts. Ford Credit uses web-based auctions andauction houses engaged by Ford to prepare and sell returned and repossessed leased vehicles. Thesecontractors are monitored for compliance with the contracts, but due to the nature of theserelationships, these contractors do not always follow established Ford Credit procedures.

As servicer of the securitization transaction in which the notes will be issued, Ford Creditwill prepare monthly investor reports, provide payment instructions to the indenture trustee andprepare annual compliance reports.

Servicing and Collections

General. Ford Credit services the leases from its centralized business centers and specialtyservicing centers in the United States. Ford Credits servicing operations are divided into threeareascollections, account services and vehicle liquidations. The collections area has two mainfunctionsaccount maintenance and loss prevention. The account services area has three mainfunctionscredit re-analysis, titles and customer servicesthat are responsible fornon-collection related customer requests such as payment reschedules, title follow-up and paymentmisapplications. Ford Credit has specialty service centers for leases with bankrupt lessees andcharged off accounts. Ford Credit also has a centralized customer service center for inboundcustomer inquiries and early stage collections support. Ford Credit uses specialty teams in itsservicing operations for certain functions such as total loss

insurance claims, account redemptionsand vehicle skip tracing. One or more of these functions may be consolidated in a single center.

Ford Credit encourages lessees to make payments electronically, including through direct debitor telephonic or online payment systems. Lessees may enroll in a variety of recurring and one-timeautomated clearinghouse or ACH programs that debit funds directly from their bank accounts.Lessees who do not pay electronically are instructed to send their monthly payments to one ofseveral lockbox locations. Most banks convert checks into ACH items, which speeds up processingtime.

Ford Credit applies almost all payments that are received prior to the designated processingtime on each business day to a lessees account on the day the payment is received. By the end ofthe next business day, Ford Credit researches, matches and applies most payments that do notinclude 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 anaccount.

Most of the leases are paid without any additional servicing or collection efforts. As eachlessee develops a payment history, Ford Credit uses a behavior scoring model to assess theprobability of payment default for all leases and implements collection efforts based on itsdetermination of the credit risk associated with each lessee. This model assesses a number ofvariables including origination characteristics, customer history, payment patterns and updatedcredit bureau information. Based on data from this scoring model, leases are grouped by riskcategory for collection. These categories determine how soon a lessee will be contacted after apayment becomes delinquent, how often the lessee will be contacted during the delinquency and howlong the account will remain in account maintenance before it is transferred to loss preventionwhere a more experienced customer service representative follows the account until the delinquencyis resolved. Ford Credits centralized collection operations are supported by auto dialingtechnology and collection and workflow operating systems.

A customer service representative will attempt to contact a lessee with a delinquent accountto determine the reason for the delinquency and identify the lessees plans to resolve thedelinquency. Most delinquent accounts are resolved because the lessee makes the past due payments.In limited cases, Ford Credit may offer a payment extension to allow a lessee to continue to makethe normal monthly payment. A payment extension defers a past due payment for one or more monthsand moves the scheduled termination date by the number of months extended. The mileage allowanceand contract residual value, however, are not changed. Payment extensions are typically grantedfor one month and are limited to a maximum of six months over the term of the lease. Following apayment extension, the account generally is no longer considered delinquent. Ford Credit willgenerally grant a payment extension if the lessees payment problem is temporary, the lessee has anincome source for making the next payment and the lessee has made at least one payment since leaseinception and at least six payments between payment extensions. A payment extension that does notcomply with these guidelines must be approved by appropriate personnel and exceptions to theguidelines are reviewed regularly by servicing managers. When allowed by state law, Ford Creditusually collects a fee on payment extensions equal to 30% of the payment amount for each month thelease is extended.

In addition to delinquency payment extensions, an extension of up to 90days may be allowed tolessees who live in an area affected by a natural disaster. These extensions are not provided tolessees whose leases are more than 61days delinquent.

A lessee may also request a term extension. As a result of a term extension, the term of thelease is extended and the mileage allowance and leased vehicles residual value are changed.During a term extension the lessee makes additional monthly payments. A term extension istypically approved if the lessee is awaiting delivery of a new Ford vehicle or the lessee has otherspecial circ*mstances. Most term extensions are for one or two months and term and paymentextensions in total may not exceed twelve months. To be eligible for a term extension, the lesseecannot be in default. If a term extension is granted, the lessee may return the vehicle at anytime during the extension period without responsibility for the remaining extended term.

A lessee may be allowed to change the monthly payment due date typically by not more than 30days, if, for example, the date on which the lessee gets paid changes. Due date changes are notallowed for accounts more than 30days delinquent.

In rare instances, a new lessee may assume the obligations under a lease with the originallessee either still liable or released from the terms of the lease. In rare instances, such asafter an accident in which the leased vehicle is damaged beyond repair, a lessee is allowed tosubstitute another vehicle for the original leased vehicle.

Ford Credit uses periodic management reports on delinquencies, extensions and othermeasurements and operating audits to maintain control over the use of collection actions.

Ford Credits servicing policies and procedures may change over time. Ford Credit regularlytests new servicing procedures on controlled portions of its leases to develop and refine itsservicing procedures. Areas tested include timing and frequency of collection calls and when it ismore effective for the account maintenance team or the loss prevention team to contact the lessee.If a test shows that a new procedure is an improvement over the existing procedure, the newservicing procedure is applied to the entire portfolio.

Closed-End Lease Terms.All of the leases are closed-end leases. The lessee may purchase theleased vehicle at any time during the lease by paying the purchase price stated in the lease andall other amounts owed under the lease, including any remaining monthly payments. The purchaseprice stated in the lease is the contract residual value plus a fee of up to $500. If the lesseedoes not purchase the leased vehicle, the lessee must return it by the scheduled termination dateof the lease. If the lessee returns the leased vehicle, the lessee is not required to pay thedeficiency, if any, between the net sale proceeds received for the leased vehicle and the contractresidual value and is not entitled to the excess, if any, of the leased vehicles net sale proceedsover the contract residual value.

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

If the lessee returns the leased vehicle, the lessee is required to pay for any excess mileageand the estimated cost to repair any excess wear and use. Excess mileage is a charge for each milethe vehicle has been driven in excess of the mileage limit set forth in the lease. Excess wear anduse generally includes missing or inoperative equipment, parts or accessories or damage to theleased vehicles body, lights, trim or paint. If the lessee does not pay any excess mileage orexcess wear and use charges when the vehicle is returned, Ford Credit will continue efforts tocollect these amounts.

If the lessee buys an excess wear and use waiver contract at the beginning of the lease, thelessee will be released from the obligation to pay excess wear and use charges up to a specifiedamount, typically $2,500. Ford Credit has an insurance policy under which it collects amounts thatlessees 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 thelease. In this case, if the lessee returns the leased vehicle, Ford Credit will refund to thelessee the cost of any unused prepaid miles.

Lease End Communication.About four to five months prior to the scheduled termination date ofa lease, Ford Credit will send a notice to the lessee stating the scheduled termination date,outlining the lessees options and obligations at lease end, describing the vehicle inspectionprocess and providing information about new vehicles. The dealer through which the lessee obtainedthe lease and/or Ford Credit may also contact the lessee near the scheduled termination date todetermine whether the lessee intends to purchase the leased vehicle or to return the leased vehicleand to answer the lessees questions.

The lessee may purchase the leased vehicle at lease end by paying the purchase price stated inthe lease and all other amounts owed under the lease, including any remaining monthly payments. Ifthe lessee decides not to purchase the leased vehicle, the lessee must return it to the dealer bythe leases scheduled termination date.

If the lessee does not return or purchase the vehicle by the 10th day after the leasesscheduled termination date, the lessee may be responsible for additional monthly payments until theleased vehicle is returned, repossessed or purchased.

Vehicle Inspection.If the lessee returns the leased vehicle, the vehicle is inspected todetermine its condition. An inspection may occur up to 45days prior to the scheduled terminationdate and is generally conducted by a third party inspection company. At the time of the inspectionthe lessee is typically provided a vehicle condition report that states the amount the lessee willowe for excess wear and use on the leased vehicle. If the vehicle inspection is not completedbefore 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 managethe disposition of returned vehicles and seeks to maximize net sale proceeds, which equal grossauction 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 directlyto dealers and through physical auctions. On average, returned leased vehicles are sold within 25to 30days of return.

Ford Credit uses an online remarketing application called Accelerate through which dealers maypurchase returned leased vehicles. Ford Credit uses a proprietary model to establish a price foreach vehicle based on recent prices at physical auctions and taking into account options includedon the vehicle, mileage, and any excess wear and use. In general, leased vehicles are sold throughAccelerate within seven business days of their return. By selling returned leased vehicles throughAccelerate, the titling company receives a price similar to that expected at auction, withoutincurring transportation, reconditioning and auction expenses or waiting for the next scheduledphysical auction. If a vehicle is sold on Accelerate, Ford Credit collects the proceedselectronically.

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 Fords vehicle remarketing groupuses proprietary models to determine whether to ship the vehicle to another region to maximize netauction proceeds. At each auction site, each vehicle is inspected and a Ford vehicle remarketingarea manager authorizes and oversees vehicle repair and reconditioning. To maximize auction value,the Ford vehicle remarketing area manager determines which vehicles will be offered inFord-sponsored auctions open only to Ford dealers and which vehicles will be offered in auctionsopen to all dealers. The Ford-sponsored auctions also offer vehicles through an online remarketingprocess in between physical auctions and offer a real-time web-cast of all physical auctions thatallow internet bidders to participate. After a vehicle is sold at auction, Ford Credit collectsthe net sale proceeds electronically.

Early Termination by Lessee.A lessee may terminate a lease prior to its scheduledtermination date. If the lessee terminates the lease early, the lessee may either return orpurchase the leased vehicle.

If the lessee returns the vehicle early, the lessee must pay all amounts owed under the lease,including any remaining monthly payments, plus any charges for excess mileage and excess wear anduse. 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 thelessees option, the vehicles wholesale value is determined by negotiation between the dealer andthe lessee, by appraisal or by selling the vehicle at wholesale. If the dealer negotiates a pricewith the lessee, the dealer must purchase the vehicle for the unpaid balance on the lease.

Early Termination Program.In order to encourage new vehicle sales or to pull leased vehiclereturns into periods when vehicle resale prices are expected to be higher, Ford may from time totime allow selected lessees to terminate their leases early without making a specified number ofremaining monthly payments. These programs are generally offered to lessees based on the regionwhere they live, the vehicle model they lease or the period during which their lease is scheduledto terminate. To be eligible to participate, a lessee must lease or buy a new vehicle and mustfinance it through Ford Credit. If a lessee accepts the offer, the dealer must pay Ford Credit anamount equal to the total of the monthly payments that are waived under the program. The lesseemust 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.

Repossession and Charge Off.Ford Credit makes reasonable efforts to collect on delinquentleases and to keep leases current. Repossession is considered only after other collection effortshave failed. Self-help repossession is the method used by Ford Credit in most cases and usually isaccomplished by using an independent contractor to take possession of the leased vehicle. Onaverage, Ford Credit repossesses the leased vehicle when the lease is between 60 and 70daysdelinquent, but may repossess earlier or later depending on the risk of the lease or othercirc*mstances.

The vast majority of repossessed vehicles are sold at a physical or on-line auction and thenet 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 ofrepossessed vehicles and seeks to maximize net auction proceeds. On average, vehicles are sold atauction within 30 to 40days of repossession. A small number of repossessed vehicles are soldthrough other means. For example, some heavily damaged vehicles are sold for salvage or scrap andsome vehicles may be sold directly to an insurance company if a claim has been filed on therepossessed vehicle.

After standard collection efforts are exhausted and all collections, including auctionproceeds, refunds on cancelled service contracts and insurance products and insurance claims, areapplied, Ford Credit charges off any remaining balance owed by the lessee. In a limited number ofcases, a lessee or a leased vehicle cannot be located after skip tracing and the lease is chargedoff as a skip account. Ford Credit may charge off the remaining balance on an account if the costof collection exceeds the balance owed by the lessee and will not pursue further collection of theaccount.

Ford Credit continues to pursue collection of deficiency balances and skip accounts aftercharge off through its specialty service center for charged off accounts. Collection activitiesgenerally are continued until the lease is paid or settled in full, the lease is determined to beuncollectible due to bankruptcy of the lessee or for other reasons, the lessee dies without acollectible estate or the applicable statute of limitations expires. Ford Credit may sell chargedoff leases as a final effort to realize value.

Ford Credit may relinquish ownership of the leased vehicle and release the title to an insurerin order to receive proceeds from insurance covering the vehicle or following repossession of thevehicle, discounted settlement of the lease or abandonment of its rights in the leased vehicle, ineach case in accordance with its policies and procedures.

Total Loss Deficiency Waiver.An account is considered a total loss when the vehicle hasbeen damaged beyond repair or stolen. When a lessee maintains proper insurance, Ford Credit waivesthe lessees responsibility for any deficiency between the amount remaining due on the lease andthe insurance settlement. A lessee is only responsible for the insurance deductible, any past-duemonthly payments, prior unrepaired damage, plus any other amount due prior to the date of loss. Ifthe lessee does not maintain proper insurance or the claim is denied, the deficiency will not bewaived and the lessee will be responsible for all amounts due.

Bankruptcy Accounts. When Ford Credit is notified that a lessee has filed for bankruptcy, theaccount is moved to its specialty service center for bankrupt accounts. Restrictions of the U.S.federal bankruptcy laws, including the automatic stay, prohibit Ford Credit from taking anycollection action

against the lessee or the leased vehicle without court approval. In both Chapter7 and Chapter13 bankruptcies, most lessees must assume their obligations under the lease in orderto retain the leased vehicle. If a lease is assumed in a Chapter7 bankruptcy, the lessee is boundby the lease after completion of the Chapter7 bankruptcy and the lease is returned to normalservicing. If a lease is assumed as part of a Chapter13 bankruptcy, the lessee and the leasedvehicle remain subject to bankruptcy protection for the length of the plan. The typical plan ofreorganization in a Chapter13 bankruptcy lasts from two to five years. The payments required onan assumed lease will be the same as the original lease payments. No modifications of a lease arepermitted. In some Chapter13 cases, a debtor may be given a certain period in which to curepre-bankruptcy payment defaults, typically six to twelve months. A debtor who assumes a lease aspart of a Chapter13 bankruptcy may be held responsible for excess wear and use charges or anydeficiency balance on the lease.

DEPOSITOR

Ford Credit Auto Lease Two LLC, or the depositor, is a Delaware limited liability companycreated in October2006. Ford Credit is the sole member of the depositor. The depositor wascreated for the limited purpose of purchasing exchange notes from Ford Credit and selling exchangenotes to trusts for securitization transactions.

The depositor will be responsible for filing any required income tax or franchise tax returnsfor the trust and for filing and maintaining the effectiveness of the financing statements thatperfect the trusts security interest in the exchange note and other trust assets.

The depositor will pay the administrators annual fees and indemnify the underwriters againstcertain liabilities as described under Plan of Distribution in this prospectus. If either theowner trustee or the indenture trustee resigns or is removed, the depositor will reimburse anyexpenses associated with its replacement.

Securities issued by a trust may be sold by the depositor in private placements or othernon-registered offerings and will not be offered by this prospectus. The depositor may also retainall or a portion of any class of notes issued by a trust.

ISSUING ENTITY

The depositor will create a separate issuing entity for each securitization transaction. Eachissuing entity will be a Delaware statutory trust governed by a trust agreement between thedepositor and the owner trustee.

The purposes of the trust will be to:

			acquire and hold the exchange note and other trust assets,

			issue the notes and pledge the trust assets to the indenture trustee tosecure payments on the notes,

			make payments on the notes,

			issue additional notes or certificates in exchange for all or a portion ofthe residual interest of the trust, and

			engage in other related activities to accomplish these purposes.

The trust may not engage in any other activities, invest in any other securities or make loansto any persons.

The trust agreement may be amended without the consent of the noteholders if the holder of theresidual interest provides a legal opinion to the indenture trustee that the amendment will nothave a material adverse effect on the notes. If no opinion is delivered, the amendment willrequire the consent of the holders of a majority of the note balance of the Controlling Class.

The trust may not dissolve, merge with or sell substantially all its assets to any otherentity or impair the first priority lien of the indenture trustee in the trust assets except aspermitted by the transaction documents.

The servicer will indemnify the trust for liabilities and damages caused by the servicerswillful misconduct, bad faith or negligence (other than errors in judgment) in the performance ofits duties as servicer.

Ford Credit will be the administrator of the trust under an administration agreement. Theadministrator will provide notices on behalf of the trust and perform all administrativeobligations of the trust under the transaction documents. These obligations include obtaining andpreserving the trusts qualification to do business where necessary, notifying the rating agenciesand the indenture trustee of Events of Default, preparing and filing reports with the SEC,inspecting the indenture trustees books and records, monitoring the trusts obligations for thesatisfaction and discharge of the indenture, causing the servicer to comply with its duties andobligations under the credit and security agreement and the servicing agreement, causing theindenture trustee to notify the noteholders of the redemption of their notes, and preparing andfiling the documents necessary to release property from the lien of the indenture. The depositorwill pay the administrator an annual administration fee.

The administrator may resign at any time by giving 60days notice to the trust, the indenturetrustee and the owner trustee and, in certain circ*mstances, the owner trustee, with the consent ofthe holders of a majority of the note balance of the Controlling Class, may terminate theadministrator. No resignation or termination of the administrator will become effective until asuccessor administrator is in place.

OWNER TRUSTEE

The identity of the owner trustee and a description of its experience as an owner trustee insecuritization transactions will be included in the prospectus supplement.

The owner trustees main duties will be:

			creating the trust by filing a certificate of trust with the DelawareSecretary of State,

			maintaining the trust distribution account for the benefit of the holder ofthe residual interest in the trust, and

			executing documents on behalf of the trust.

The owner trustee will not be liable for any action, omission or error in judgment unless itconstitutes willful misconduct, bad faith or negligence by the owner trustee. The owner trusteewill not be required to exercise any of its rights or powers under the transaction documents or toinstitute, conduct or defend any litigation on behalf of the trust at the direction of thedepositor unless the depositor has offered reasonable security or indemnity satisfactory to theowner trustee to protect it against the costs and expenses that it may incur in complying with thedirection.

The depositor and the administrator will indemnify the owner trustee for all liabilities anddamages arising out of the owner trustees performance of its duties under the trust agreementunless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) ofthe owner trustee or as a result of any breach of representations made by the owner trustee in thetrust agreement. The servicer

will indemnify the owner trustee for liabilities and damages causedby the servicers willful misconduct, bad faith or negligence (other than errors in judgment) inthe performance of its duties as servicer.

The trust will pay the fees of the owner trustee, reimburse the owner trustee for expensesincurred in performing its duties, and pay any indemnities due to the owner trustee, to the extentsuch amounts have not been paid or reimbursed by the depositor or the administrator. The trustwill pay these amounts to the owner trustee on each payment date up to the limit specified in theprospectus supplement before the trust makes any other payments. The trust will pay the ownertrustee amounts in excess of the limit only after all other fees and expenses of the trust on thatpayment date, including all required interest and principal payments on the notes, are paid infull. Following an Event of Default, however, all owner trustee fees, expenses and indemnitieswill be paid first.

The owner trustee may resign at any time by notifying the depositor and the administrator.The administrator may remove the owner trustee at any time and for any reason, and must remove theowner trustee if the owner trustee becomes legally unable to act, becomes subject to a bankruptcyor is no longer eligible to act as owner trustee under the trust agreement because of changes inits legal status, financial condition or certain rating conditions. No resignation or removal ofthe owner trustee will be effective until a successor owner trustee is in place. If not otherwisepaid by the trust, the depositor will reimburse the owner trustee and the successor owner trusteefor any expenses associated with the replacement of the owner trustee.

The trust agreement will terminate when:

			the exchange note has been redeemed (after the last lease in the referencepool has been paid in full, settled, sold or charged off, the last related leasedvehicle has been sold and all collections have been applied), or

			the trust has paid all the notes in full and all other amounts payable byit under the transaction documents.

Upon termination of the trust agreement, any remaining trust assets will be distributed to theholder of the residual interest in the trust and the trust will be terminated.

INDENTURE TRUSTEE

The identity of the indenture trustee and a description of its experience as an indenturetrustee in securitization transactions will be included in the prospectus supplement.

The indenture trustees main duties will be:

			holding the security interest in the exchange note and other trust assetson behalf of the noteholders,

			administering the transaction bank accounts,

			enforcing remedies at the direction of the Controlling Class following anEvent of Default and acceleration of the notes,

			acting as note registrar to maintain a record of noteholders and providefor the registration, transfer, exchange and replacement of notes,

			acting as note paying agent to make payments from the transaction bankaccounts to the noteholders and others, and

			notifying the noteholders of an Event of Default.

Except in certain limited circ*mstances, if the indenture trustee knows of an event that withnotice or the lapse of time or both would become an Event of Default, it must provide writtennotice to the noteholders within 90days. If the indenture trustee knows of an Event of Default,it must notify all Noteholders within five business days. If the notes have been accelerated, theindenture trustee may, and at the direction of the holders of a majority of the note balance of theControlling Class must, institute proceedings for the collection of amounts payable on the notesand enforce any judgment obtained, institute foreclosure proceedings and, in certain circ*mstances,sell the exchange note.

The indenture trustees standard of care changes depending on whether an Event of Default hasoccurred. Prior to an Event of Default, the indenture trustee will not be liable for any action,omission or error in judgment unless it constitutes willful misconduct, bad faith or negligence bythe indenture trustee. Following an Event of Default, the indenture trustee must exercise itsrights and powers under the indenture using the same degree of care and skill that a prudent personwould use under the circ*mstances in conducting his or her own affairs. Following an Event ofDefault, the indenture trustee may assert claims on behalf of the trust and the noteholders againstthe depositor, Ford Credit and any hedge counterparties.

For a description of the rights and duties of the indenture trustee after an Event of Defaultand upon acceleration of the notes, you should read"Description of the Notes Events of Defaultand Remedies in this prospectus.

The indenture trustee must mail an annual report to the noteholders if certain eventsspecified in the Trust Indenture Act have occurred during the preceding calendar year, including achange to the indenture trustees eligibility under the Trust Indenture Act, a conflict of interestspecified in the Trust Indenture Act, a release of trust assets from the lien of the indenture andany action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise any of its rights or powers, expend orrisk its own funds or otherwise incur financial liability in the performance of its duties if ithas reasonable grounds to believe that it is not likely to be repaid or indemnified by the trust.The indenture trustee also will not be required to take action in response to requests ordirections of the noteholders unless the noteholders have offered indemnity or securitysatisfactory to the indenture trustee to protect it against the costs and expenses that it mayincur in complying with the request or direction.

The trust and the administrator will indemnify the indenture trustee for all liabilities anddamages arising out of the indenture trustees performance of its duties under the indenture unlesscaused by the willful misconduct, bad faith or negligence (other than errors in judgment) of theindenture trustee or as a result of any breach of representations made by the indenture trustee inthe indenture. The servicer will indemnify the indenture trustee for damages caused by theservicers willful misconduct, bad faith or negligence (other than errors in judgment) in theperformance of its duties as servicer.

The trust will pay the fees of the indenture trustee, reimburse the indenture trustee forexpenses incurred in performing its duties, and pay any indemnities due to the indenture trustee,to the extent such amounts are not otherwise paid or reimbursed by the depositor or administrator.The trust will pay these amounts to the indenture trustee on each payment date up to the limitspecified in the prospectus supplement before the trust makes any other payments. The trust willpay the indenture trustee amounts in excess of the limit only after all other fees and expenses ofthe trust on that payment date, including all required interest and principal payments on thenotes, are paid in full. Following an Event of Default, however, all indenture trustee fees,expenses and indemnities will be paid first.

Under the Trust Indenture Act, the indenture trustee may be deemed to have a conflict ofinterest and be required to resign as indenture trustee for the notes or any class of notes if adefault occurs under the indenture. In these circ*mstances, separate successor indenture trusteeswill be appointed for each class of notes. Even if separate indenture trustees are appointed fordifferent classes of notes, only the indenture trustee acting on behalf of the Controlling Classwill have the right to exercise remedies and

only the Controlling Class will have the right todirect or consent to any action to be taken, including a sale of the exchange note.

The indenture trustee may resign at any time by notifying the trust. The holders of amajority of the note balance of the Controlling Class may remove the indenture trustee at any timeand for any reason by notifying the indenture trustee and the trust. The trust must remove theindenture trustee if the indenture trustee becomes legally unable to act or becomes subject to abankruptcy or is no longer eligible to act as indenture trustee under the indenture because ofchanges in its legal status, financial condition or certain rating conditions. No resignation orremoval of the indenture trustee will be effective until a successor indenture trustee is in place.If not paid by the trust, the depositor will reimburse the indenture trustee and the successorindenture trustee for any expenses associated with the replacement of the indenture trustee.

TITLING COMPANIES

The titling companies, CAB East LLC and CAB West LLC, each a Delaware limited liabilitycompany, were created by Ford Credit for the limited purpose of purchasing leases and the relatedleased vehicles from dealers. Each leased vehicle is titled in the name of one of the titlingcompanies and the collateral agent is named as secured party on the certificate of title.

CAB East Holdings, LLC is the sole member of CAB East LLC. CAB West Holdings Corporation isthe sole member of CAB West LLC. The limited liability company agreement of each titling companycontains substantial restrictions on the activities of the titling company that are similar tothose applicable to other bankruptcy-remote special purpose entities. These restrictions includelimitations on activities, incurrence of indebtedness and affiliated transactions. Each titlingcompanys purposes and powers are limited to owning the leases and leased vehicles, issuingcertificates or notes, borrowing on a revolving basis or otherwise from Ford Credit to finance thepurchase of leases and leased vehicles and engaging in other activities in connection with owningthe leased vehicles.

Under the credit and security agreement, the titling companies will repay amounts advanced tothem by Ford Credit on a joint and several basis and may at any time, at the request of FordCredit, convert all or a portion of amounts outstanding under the revolving credit facility to oneor more term notes which will be evidenced by an exchange note. The titling companies will beresponsible for making payments on the exchange note under the credit and security agreement. Thetitling companies have appointed the collateral agent to hold the security interest in the leasesand leased vehicles in accordance with the credit and security agreement.

COLLATERAL AGENT

HTD Leasing LLC, or HTD, is the collateral agent under the credit and security agreement.U.S. Bank National Association is the sole member of HTD. HTDs limited liability companyagreement contains substantial restrictions on its activities. HTDs purposes and powers arelimited to holding the security interest granted to it, as collateral agent, for the benefit ofFord Credit, as lender, and the holders of the exchange notes and certain related activities.Neither HTD nor U.S. Bank National Association receives title to or possession of any leases orleased vehicles. HTD is not permitted to incur indebtedness, issue securities or other interests(other than the membership interest held by U.S. Bank National Association) or hold substantialassets.

The titling companies have agreed to pay HTD a fee for its services and to indemnify HTD for allliabilities and damages arising out of HTDs performance of its duties unless caused by HTDswillful misconduct, bad faith or negligence.

ADMINISTRATIVE AGENT

U.S. Bank is the administrative agent under the credit and security agreement. Theadministrative agent is responsible for performing, on behalf of the collateral agent, certainadministrative tasks that the collateral agent is required to perform under the credit and securityagreement. These tasks include (1)causing certificates of title for the leased vehicles toreflect the lien of the collateral agent and (2)causing those liens to be released and removedfrom the certificates of title upon termination of the related leases and disposition of the leasedvehicles. The collateral agent has granted a power of attorney to the administrative agent inorder to allow the administrative agent to perform these functions.

Under the credit and security agreement, Ford Credit, as lender, may remove U.S. Bank as theadministrative agent, with or without cause, and designate a successor administrative agent. Anysuccessor administrative agent or its parent entity must have a combined capital and surplus of atleast $50million, must have a long-term unsecured debt rating of investment grade by each of S&Pand Moodys and may not be Ford Credit or an affiliate of Ford Credit.

If U.S. Bank is removed or resigns, and a successor is designated, U.S. Bank will be requiredto transfer to the successor, and the successor will be required to acquire, the entire membershipinterest in HTD and all rights under HTDs limited liability company agreement. Ford Credit andits affiliates may not be a successor administrative agent and may not acquire HTD or any rightsunder HTDs limited liability company agreement.

REFERENCE POOL

Trust Assets

The primary asset of the trust will be an exchange note issued by the titling companies toFord Credit under the credit and security agreement. The exchange note will be backed by areference pool of car, light truck and utility vehicle leases and leased vehicles purchased bythe titling companies from dealers. On the closing date for a securitization transaction, thetitling companies will issue the exchange note to Ford Credit, Ford Credit will sell the exchangenote and other related assets to the depositor, and the depositor will sell the exchange note andother related assets to the trust. The trust assets will be pledged by the trust to the indenturetrustee for the benefit of the noteholders and any hedge counterparties.

The trust assets will be:

			the exchange note,

			funds and investments in bank accounts of the trust,

			rights under the transaction documents for the removal of ineligible and certain otherleases and leased vehicles,

			rights under the transaction documents for servicer advances,

			rights under the transaction documents, including rights to any credit or paymentenhancements described in the prospectus supplement, and

			all proceeds of the above.

Additional Information About the Reference Pool

The prospectus supplement will contain additional information about the leases in thereference pool, including:

			the total securitization value and the residual portion of the securitization value,

			the aggregate base residual value,

			the weighted average original and remaining terms, and

			the geographic distribution, credit score distribution, make, model and vehicle typedistribution and other composition characteristics for the reference pool.

For a detailed description of how the securitization value of a lease is calculated, youshould read the definition of securitization value in the Glossary of Certain Terms in theprospectus supplement.

Vintage Originations Information

Ford Credit will provide information about leases that it originated in prior periods in anannex to the prospectus supplement.

Static Pool Information Prior Securitized Pools

Ford Credit will provide static pool information about its prior securitized pools of leasesin an annex to the prospectus supplement.

SERVICING THE REFERENCE POOL
AND THE SECURITIZATION TRANSACTION

Servicing Duties

Under the servicing agreement and the servicing supplement to the servicing agreement for thereference pool, or the servicing supplement, the servicers main duties will be:

			collecting and applying all payments made on the leases in the referencepool,

			processing returns of leased vehicles in the reference pool and thenselling returned leased vehicles,

			investigating delinquencies,

			sending invoices and responding to inquiries of lessees,

			paying taxes related to payments on leases or to the leased vehicles in thereference pool,

			processing requests for extensions and modifications,

			administering payoffs, defaults and delinquencies,

			repossessing and then selling leased vehicles,

			maintaining accurate and complete accounts and computer systems for theservicing of the leases in the reference pool,

			furnishing monthly investor reports and instructions to the indenturetrustee, and

			providing the custodian with updated records for the lease files.

Servicing Fees

The servicer will earn a servicing fee each month in connection with servicing of thereference pool equal to 1% of the total securitization value as of the first day of such month,unless another percentage is specified in the prospectus supplement. In addition, the servicerwill retain any late fees and other administrative fees received from lessees, will be reimbursedfor any parking tickets or other fines and amounts paid by the servicer on behalf of a lessee, andwill receive investment earnings on funds in the transaction bank accounts. If specified in theprospectus supplement, the servicer may receive a separate servicing fee from recoveries collectedon charged off leases. The servicer will be entitled to reimbursem*nt for advances and fees andexpenses paid to third parties related to the repossession and disposition of leased vehicles aswell as for continued collection activities on charged off accounts. The servicer may net thesefees and expenses from collections deposited to the collection account.

Obligations to Remove Leases and Leased Vehicles

The servicer will follow its policies and procedures in servicing the leases in the referencepool. As part of its normal collection efforts, the servicer may waive or modify the terms of anylease, including granting payment extensions and rebates and rewriting, rescheduling or amendingany lease or waiving late fees, extension fees or other administrative fees. The servicer willremove any lease and related leased vehicle from the reference pool if it changes the amount of thebase monthly payment owed by the lessee or changes the number of base monthly payments due underthe lease. However, the servicer will not be required to remove any modified lease and relatedleased vehicle from the reference pool if the action was required by law or court order, includingby a bankruptcy court. The servicer will remove a modified lease and the related leased vehiclefrom the reference pool on or before the payment date following the month during which themodification occurs.

For more information about the servicers policies and procedures for servicing the leases andleased vehicles, you should read Sponsor and Servicer Servicing and Collections in thisprospectus.

The servicer must maintain perfection of the collateral agents security interest in eachlease and leased vehicle in the reference pool until the lease is paid in full and, if the leasedvehicle is returned at the end of the lease, until the leased vehicle is sold, except in certainlimited circ*mstances. For a charged off lease, the servicer may release the security interest ina sale of charged off leases and as permitted by the servicers policies and procedures. If theservicer fails to maintain perfection of the collateral agents security interests in a lease andleased vehicle or otherwise impairs the rights of the collateral agent in the lease and leasedvehicle (other than in accordance with its policies and procedures) and the servicer does notcorrect the failure or impairment in all material respects by the end of the second month followingthe month in which a responsible person obtained actual knowledge, or was notified, of theimpairment, the servicer must remove the lease and leased vehicle from the reference pool.

For more information about the servicers policies and procedures for releasing the securityinterest in the leases and leased vehicles, you should read Sponsor and Servicer Servicing andCollections Repossession and Charge Off in this prospectus.

The titling company that purchases a lease and leased vehicle is determined by the state wherethe leased vehicle is titled at the beginning of the lease. If the servicer is notified that aleased vehicle in the reference pool is no longer owned by a titling company, the servicer mustremove the lease and leased vehicle from the reference pool.

In connection with each removal, the servicer must deposit in the collection account an amountgenerally equal to (1)the securitization value of the lease, plus (2)the amount of anyoutstanding servicer advances, minus (3)any monthly payments received but not yet due.

Transaction Bank Accounts

For each trust, the servicer will establish a collection account and will deposit allcollections on the reference pool and amounts relating to the removal of leases and leased vehiclesfrom the reference pool by the servicer in the collection account. The servicer may also establishadditional bank accounts, including a reserve account and payment accounts from which payments tothe noteholders will be made. All transaction bank accounts will be pledged to the indenturetrustee to secure the notes.

Funds in the collection account will be invested in highly rated short-term investments thatmature on or before the payment date on which the collections are to be distributed. Funds in thereserve account will also be invested in these highly rated short-term investments. Investmentearnings on funds in the transaction bank accounts will be paid to the servicer each month as asupplement to the servicing fee. The servicer will direct these investments unless the indenturetrustee instructs the bank holding the account otherwise after an Event of Default. The trust mayinvest the funds in the bank accounts in obligations issued by the underwriters or their affiliatesor the servicer or its affiliates.

The servicer will have no access to the funds in the transaction bank accounts. Only theindenture trustee may withdraw funds from these accounts to make payments, including payments tothe trust, as holder of the exchange note, payments to the noteholders or to pay investmentearnings to the servicer. The indenture trustee will make payments to the noteholders and othersbased on information provided by the servicer.

Advances

If there is a shortfall in the base monthly payment on a lease in the reference pool, afterapplying any payments made in advance by the related lessee, the servicer generally will advance anamount equal to the shortfall by depositing that amount in the collection account. The servicer isonly required to make an advance to cover base monthly payment shortfalls to the extent that theservicer determines that the advance will be recoverable from collections on the lease. Anyadvance must be made no later than the payment date immediately following the month for which thebase monthly payment was due. The servicer will be reimbursed for outstanding advances on a leasefrom collections and recoveries on that lease or from collections on other leases.

Deposit of Collections

On or before each payment date, the servicer will deposit all collections on the leases andleased vehicles in the reference pool for the preceding month in the collection account. Ingeneral, Ford Credit will deposit all collections in the collection account within two businessdays of applying the collections to the lessees accounts. If Ford Credits short-term unsecureddebt is rated equal to or higher than a specified level by each rating agency rating the notes(such specified ratings being R-1 (middle) by DBRS, F1 by Fitch, P-1 by Moodys or A-1 byS&P, as applicable), and provided that no Servicer Termination Event has occurred, Ford Credit maydeposit collections in the collection account on the business day preceding each payment date.Until deposited in the collection account, collections may be used by the servicer for its ownbenefit and will not be segregated from its own funds.

As an administrative convenience, the servicer may deposit collections and other amounts inthe collection account each month net of the servicing fee and advance reimbursem*nt amountspayable to the servicer for the month, but must account for all transactions individually. Ifamounts are deposited in error, they will be returned to the servicer or netted from subsequentdeposits.

Reporting Obligations of Servicer

Monthly Investor Report.The servicer will prepare a monthly investor report containinginformation about payments to be made on the notes and the performance of the reference pool, asdescribed in the prospectus supplement.

Annual Compliance Reports.The servicer will prepare a number of reports, statements orcertificates for each trust as described in the prospectus supplement.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the titling companies and will maintain possession of alease file for each lease in the reference pool. A lease file will consist of originals or copiesof the lease, credit application, certificate of title and other documents relating to the lease,the leased vehicle and the lessee. Copies typically will be electronically imaged copies. Thecustodian will hold these documents in safekeeping with originals maintained in secured areas orfacilities with limited access. Imaged copies of the documents will be accessible as read only.Each lease file is maintained separately, but will not be physically segregated from other similarlease files that are in Ford Credits possession or stamped or marked to reflect the pledge to thecollateral agent so long as Ford Credit is servicing the leases.

Delegation of Duties

As long as Ford Credit acts as servicer or custodian, it may delegate any or all of its dutiesto Ford or certain affiliates of Ford. The servicer or custodian may perform any of its dutiesthrough subcontractors. No delegation or subcontracting will relieve Ford Credit of itsresponsibilities regarding its duties and Ford Credit will remain responsible for such duties.Ford Credit will be responsible for paying the fees of any subcontractors it employs except forfees and expenses charged to lessee accounts or netted from collections.

Limitations on Liability

The servicer will not be liable to the trust or the noteholders for any action or omission orfor any error in judgment, unless it constitutes willful misconduct, bad faith or negligence in theperformance of its duties. The servicer will be under no obligation to appear in, prosecute ordefend any legal action that is not incidental to the servicers servicing responsibilities andthat may cause it to incur any expense or liability. The servicer will indemnify the trust, theowner trustee and the indenture trustee for damages caused by the servicers willful misconduct,bad faith or negligence in the performance of its duties as servicer.

Amendments to the Servicing Agreement and the Servicing Supplement

The owner trustee and the indenture trustee, acting at the direction of the holders of amajority of the note balance of the Controlling Class, must consent to any amendment to theservicing agreement or the servicing supplement that would adversely affect the rights orobligations of the noteholders.

Resignation and Termination of the Servicer

Ford Credit may not resign as servicer unless it is no longer permitted to perform its dutiesunder law. If the servicer resigns, it will continue to perform its duties as servicer until thelater of (1)the date 45days from the delivery of notice of its resignation and (2)the date uponwhich the servicer is legally unable to act as servicer.

Each of the following events will be an Servicer Termination Event under the servicingagreement:

failure by the servicer to deposit any collections, payments or otheramounts that continues for five business days after it receives notice of the failurefrom the administrative agent or a responsible person of the servicer learns of thefailure, unless:

the failure was caused by an event outside the control of the servicerand does not continue for more than ten business days, and the servicer uses allcommerciallyreasonable efforts to perform its obligations and promptly notifies the lender, the

			administrative agent, the trust, the owner trustee, the indenture trustee and thedepositor of the failure and the steps being taken by the servicer to remedy it, or

			the failure relates to an amount no greater than 0.05% of theoutstanding amount of the exchange note and does not continue for more than (a)ifthe servicers long-term debt is rated investment grade by all rating agenciesrating the notes, 90days after a responsible person of the servicer learns of suchfailure or (b)if the servicers long-term debt is not so rated, 90days after thecollections, payments or other amounts were required to be deposited.

			failure by the servicer to fulfill its duties under the transactiondocuments that has a material adverse effect on the administrative agent or the relatedexchange noteholder and continues for 90days after it receives notice of the failurefrom the administrative agent or the owner trustee,

			bankruptcy of the servicer, and

			any other event described in the prospectus supplement.

If a Servicer Termination Event has occurred as a result of a bankruptcy of the servicer, theholders of a majority of the note balance of all exchange notes (voting as a single class) mayterminate the servicer for all reference pools and the revolving facility. Exchange notes owned bythe servicer or any of its affiliates that do not serve as security for a securitization will notbe included for purposes of this vote. If the holders of a majority of the note balance of allexchange notes decide not to terminate the servicer as servicer for all reference pools and therevolving facility, the indenture trustee, acting at the direction of the holders of a majority ofthe note balance of the Controlling Class, may terminate the servicer with respect to the referencepool for the related transaction.

If a Servicer Termination Event has occurred for any other reason and remains unremedied, theindenture trustee, acting at the direction of the holders of a majority of the note balance of theControlling Class, may terminate the servicer with respect to the related reference pool. If asuccessor servicer is not appointed by the date indicated in the notice of termination, theadministrative agent will appoint, or petition a court to appoint, a successor servicer having anet worth of at least $50million and whose regular business includes the servicing of car, truckand utility vehicle leases and the related leased vehicles. The compensation paid to the successorservicer may not exceed the servicing compensation paid to the servicer under the servicingagreement.

If a bankruptcy trustee or similar official is appointed for the servicer and no otherServicer Termination Event has occurred, the bankruptcy trustee or official may have the power toprevent the administrative agent or the indenture trustee from replacing the servicer.

The servicer will agree to cooperate to affect a servicing transfer and make available itsrecords on payments on the leases and the lease files. The servicer will not be required to makeavailable or license its proprietary servicing procedures, processes, models, software or otherapplications. The predecessor servicer will reimburse the successor servicer for reasonableexpenses associated with the transition of servicing duties.

USE OF PROCEEDS

The net proceeds from the sale of the notes issued on any closing date will be used by thedepositor to purchase the exchange note from Ford Credit and for any other purpose described in theprospectus supplement. The use of the net proceeds for the sale of any notes issued by the trustafter the original closing date for a securitization transaction will be described in theprospectus supplement.

MATURITY AND PREPAYMENT CONSIDERATIONS

The weighted average life of the notes generally will be determined by the rate at whichprincipal payments on the exchange note are paid, which will be determined based on the rate atwhich the leases in the reference pool are paid and the rate at which returned or repossessedleased vehicles in the reference pool are sold. Prepayments on the leases will occur in thefollowing circ*mstances:

			Prepayments proceeds may be received upon the sale of leased vehiclesbecause lessees may return or purchase their leased vehicles at any time after payingall amounts due under their leases,

			Defaults proceeds may be received upon the sale of a leased vehiclefollowing a default by the lessee, including rebates on cancelled service contracts,insurance and similar products financed over the term of the lease,

			Early termination programs proceeds may be received upon the sale ofleased vehicles returned by lessees participating in early termination programssponsored by Ford,

			Insurance proceeds proceeds may be received from claims on any insurancepolicies covering the lessees, the leases or the leased vehicles,

			Removal of leases Ford Credit may be required to remove from thereference pool ineligible and certain other leases and leased vehicles, and

			Exchange note acceleration proceeds may be received upon the liquidationof all or a portion of the reference pool following a facility default or an exchangenote default under the credit and security agreement or the exchange note supplement.

No assurance can be made about the amount of principal payments that will be made on the noteson each payment date because that amount will depend primarily on the amount received on the leasesin the reference pool or from the sale of the leased vehicles in the reference pool during thepreceding month.

In Ford Credits experience, prepayments on lease contracts occur primarily when lesseesdecide to purchase or lease new cars, trucks and utility vehicles, lessees participate inmanufacturer early termination programs, defaulted contracts are liquidated or insurance proceedsare received. Unlike certain other asset classes, such as residential mortgage loans, leases forcars, trucks and utility vehicles do not experience significant voluntary prepayments as interestrates decline.

Any reinvestment risk resulting from a faster or slower rate of prepayment of receivables willbe borne entirely by the noteholders.For more information about reinvestment risk, you shouldread Risk Factors The timing of principal payments on your notes is uncertain in thisprospectus.

DESCRIPTION OF THE EXCHANGE NOTES

Ford Credit finances the titling companies purchase of leases and leased vehicles under thecredit and security agreement as described under Sponsor and Servicer Use of Titling Companies;Financing Purchases of Leases by Titling Companies in this prospectus. At any time, Ford Creditmay request that the titling companies convert all or a portion of the amount outstanding under thecredit and security agreement to one or more term notes evidenced by an exchange note and that aportion of the leases and leased vehicles that are subject to the credit and security agreement beallocated to that exchange note. No exchange note issued for any securitization transaction inwhich the notes will be issued will represent an ownership or beneficial interest in the leases andleased vehicles in the reference pool allocated to such exchange note.

On the closing date for a securitization transaction, the titling companies will issue theexchange note to Ford Credit under a supplement to the credit and security agreement, or theexchange note supplement.

The prospectus supplement will contain additional information about the exchange note,including:

			the determination of collections on the reference pool,

			the priority of payments under the exchange note supplement,

			the manner in which principal payments and interest on the exchange note iscalculated and paid, and

			the facility defaults under the credit and security agreement and theexchange note defaults under the exchange note supplement.

The indenture trustee will hold a first priority security interest in the exchange note forthe benefit of the holders of the notes. The exchange note is secured by a security interest inall of the leases and leased vehicles owned by the titling companies and financed under the creditand security agreement, including the leases and leased vehicles in the reference pool. However,the trust will agree that it will have recourse solely to the reference pool, the reserve accountand, to the extent available, shared amounts allocated to the exchange note from other referencepools. The trust will also agree that any claim it may have against the assets of the titlingcompanies other than the reference pool allocated to the exchange note held by the trust will besubordinate to the payment in full of the claims of Ford Credit, as the lender under the credit andsecurity agreement, the holders, if any, of all other exchange notes and all other asset-backedsecurities, the payments on which are derived primarily from collections on designated assets ofthe titling companies, and all related hedging arrangements. However, the trust will be able toaccelerate the maturity of the exchange note upon default and then bring suit and obtain a judgmentagainst any of the titling companies on the exchange note.

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

For a detailed description of the exchange note, you should read Description of the ExchangeNote in the prospectus supplement.

Amendments to the Credit and Security Agreement and the Exchange Note Supplement

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

			further protect the collateral agents interest in the leases and leasedvehicles or the indenture trustees interest in the exchange note or other trustproperty,

			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 theexchange note supplement or the credit and security agreement,

			evidence the acceptance of the appointment under the credit and securityagreement of a successor administrative agent or successor collateral agent, or

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

The credit and security agreement may also be amended in any other manner with the consent ofeach exchange noteholder.

The exchange note supplement may also be amended in any other manner with the consent of thetrust, as directed by the holders of a majority of the note balance of the Controlling Class.

Facility Defaults and Exchange Note Defaults; Rights Upon Default

Each of the following events will be a facility default under the credit and securityagreement:

			bankruptcy or dissolution of any of the titling companies, and

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

If a facility default occurs, the exchange note will automatically be accelerated and theexchange 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 daysafter the due date,

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

			failure by the titling companies to observe or perform any covenant oragreement 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 ofthe exchange note, and is not cured for a period of 60days after notice was given tothe titling companies, and

			any representation or warranty of the titling companies made in the creditand security agreement or the exchange note supplement was untrue when made whichmaterially and adversely affects the trust, as holder of the exchange note, and is notcured for a period of 60days after notice was given to the titling companies.

If an exchange note default occurs and is continuing, the indenture trustee, acting at thedirection of the holders of a majority of the note balance of the Controlling Class, may acceleratethe exchange note and declare the exchange note to be immediately due and payable. Under specifiedcirc*mstances, the indenture trustee, acting at the direction of the holders of a majority of thenote balance of the Controlling Class, may rescind this declaration.

If a facility default occurs or if the exchange note is accelerated and declared due andpayable following an exchange note default, the collateral agent, acting at the direction of theholders of a majority of the note balance of the Controlling Class, may (1)file a lawsuit for thecollection of the exchange noteand enforce any judgment and (2)direct the collateral agent to (a)institute foreclosureproceedings on

the leases and leased vehicles in the reference pool and/or (b)exercise any otherremedies of a secured party. If all or any portion of the reference pool is liquidated followingan acceleration of the exchange note, the amount of principal paid on the exchange note on the nextpayment date will increase, which will increase the amount of principal that is payable on thenotes on that payment date.

DESCRIPTION OF THE NOTES

The following summary describes certain terms of the notes and the indenture. The trust willissue one or more classes of notes pursuant to the indenture between the trust and the indenturetrustee specified in the prospectus supplement. A form of the indenture is included as an exhibitto the registration statement filed with the SEC that includes this prospectus.

Fixed and Floating Rate Notes

Each class of fixed rate notes will bear interest at the interest rate specified in theprospectus supplement. Interest on fixed rate notes typically will be computed on the basis of a360-day year of twelve 30-day months but the prospectus supplement may specify a different daycount basis.

Each class of floating rate notes will bear interest determined by reference to the LondonInter-Bank Offering Rate or LIBOR, plus a spread specified in the prospectus supplement. Thetrust will appoint a calculation agent identified in the prospectus supplement to determine LIBORfor each interest period and each class of floating rate notes. The calculation agent willdetermine LIBOR for each interest period on the second London business day preceding such interestperiod but the prospectus supplement may specify a different LIBOR determination date. Alldeterminations of LIBOR by the calculation agent, in the absence of manifest error, will beconclusive for all purposes and binding on the noteholders. Interest on floating rate notestypically will be computed on the basis of a 360-day year and the actual number of days in a periodbut the prospectus supplement may specify a different day count basis.

If the trust issues floating rate notes, it may enter into interest rate swaps, caps and/orfloors with counterparties to hedge the potential mismatch between the fixed interest rates on thereceivables and the floating interest rates on the floating rate notes. The material terms ofthese hedging arrangements and information about the counterparties will be described in theprospectus supplement.

Principal and Interest Payments on the Notes

Payments on the note on any payment date will be made from amounts paid to the trust on theexchange note on such payment date.

Each class of notes will have a stated principal amount and will bear interest at the interestrate specified in the prospectus supplement. The timing and priority of payment, seniority,interest rate and amount of or method of determining payments of principal and interest on eachclass of notes will be described in the prospectus supplement. Some classes of notes may havesenior or subordinate rights to receive payments of interest and principal compared to otherclasses of notes. Payments of interest on subordinate notes may be made prior to payments ofprincipal on more senior notes.

Principal of and interest on any class of notes will be paid on apro ratabasis among all thenoteholders of that class. One or more classes of notes may be prepaid in whole as a result of theservicer exercising its clean up call option to purchase the exchange note.

The trust will make interest and principal payments on each payment date to the holders ofrecord of the notes on the day before the payment date (or, if definitive notes are issued, thelast day of the preceding month).

Credit and Payment Enhancement

Credit and payment enhancements are intended to enhance the likelihood of receipt by thenoteholders of the full amount of interest and principal due on their notes.

Credit and payment enhancements may not provide protection against all risks of loss and donot guarantee payment of interest and repayment of the entire principal amount of the notes. Theamount and the type of credit and payment enhancements for each class of notes will be described inthe prospectus supplement.

Credit enhancements may include:

			A reserve account available to cover servicing fee, other senior fees, interest andprincipal payments on the exchange note and any amount necessary to cover any shortfall inpayments on the notes if collections on the reference pool and shared amounts wereinsufficient. Any amounts remaining in the reserve account after payment of all fees andexpenses owing by the trust and amounts owing on the notes and on any other securitiesissued by the trust will be released to the depositor.

			Overcollateralization, which is the amount by which the total securitization valueexceeds the principal amount of the notes.

			Excess spread with respect to the exchange note for any payment date will be theamount by which the collections on the reference pool during the preceding month exceed thesum of the reduction in the total securitization value for that month plus the servicingfee, advance reimbursem*nts and interest payments due on the exchange note for that paymentdate and any required deposit in the reserve account. Excess spread with respect to thenotes for any payment date will be the amount by which interest paid to the trust as holderof the exchange note exceeds the sum of the indenture trustee and owner trustee fees andexpenses, the administration fee and the interest payments due on the notes for thatpayment date. The amount of excess spread will depend on factors such as the interestrates on the exchange note and the notes, prepayments and losses.

			Subordination of classes that causes more junior classes of securities to absorb lossesbefore more senior classes.

			Turbo payments for a class of notes, where excess spread is used to repay theprincipal of such class and no amounts are released to the holder of the residual interestuntil such class is paid.

Payment enhancements include:

			Interest rate swaps where the trust makes fixed payments on a monthly or other basis toa hedge counterparty and receives a payment based on LIBOR and/or interest rate caps orfloors where the trust makes an upfront payment to a hedge counterparty and receives apayment on a monthly or other basis to the extent LIBOR or another referenced ratespecified in the cap or floor exceeds a stated cap rate or is less than a stated floorrate, as applicable.

			Third party payments, guarantees, surety bonds or letters of credit that would payamounts specified in the prospectus supplement if other assets of the trust wereinsufficient to make required payments or would pay if assets of the trust wereunavailable, such as collections held by servicer at the time of a bankruptcy proceeding.

Events of Default and Remedies

Events of Default.Each of the following events will be an Event of Default under theindenture:

			failure to pay interest due on the notes of the Controlling Class within five days afterany payment date,

			failure to pay the principal amount of any class of notes in full by its final scheduledpayment date,

			failure by the trust to observe or perform any material covenant or agreement made inthe indenture or any representation of the trust made in the indenture is later determinedto have been incorrect in any material respect and, in either case, is not cured for aperiod of 60days after notice was given to the trust by the indenture trustee or to thetrust and the indenture trustee by the holders of at least 25% of the note balance of thenotes, or

			bankruptcy or dissolution of the trust.

If the trust knows of an event that with notice or the lapse of time, or both, would become anEvent of Default of the type described in the third item above, it must notify the indenturetrustee within five business days. Except in certain limited circ*mstances, if the indenturetrustee knows of an event that with notice or the lapse of time or both would become an Event ofDefault, it must provide written notice to the noteholders within 90days.

The trust must notify the indenture trustee, the servicer and the rating agencies no more thanfive business days after a responsible person of the trust knows of an Event of Default. If theindenture trustee knows of an Event of Default, it must notify all noteholders within five businessdays.

The Controlling Class will be the outstanding classes of the ClassA notes, voting as asingle class, as long as any ClassA notes are outstanding. After the ClassA notes are paid infull, the ClassB notes will be the Controlling Class. Notes owned by the depositor, the servicer,or any of their affiliates will not have rights to vote on decisions about the trust or the notes.

The holders of a majority of the note balance of the Controlling Class may waive any Event ofDefault and its consequences except an Event of Default (1)in the payment of principal of orinterest on any of the notes (other than an Event of Default relating to failure to pay principaldue because of the acceleration of the notes) or (2)in respect of a covenant or provision of theindenture that cannot be amended, supplemented or modified without the consent of all noteholders.

Acceleration of the Notes. If an Event of Default occurs, other than because of a bankruptcyor dissolution of the trust, the indenture trustee or the holders of a majority of the note balanceof the Controlling Class may accelerate the notes and declare the notes to be immediately due andpayable. If an Event of Default occurs because of bankruptcy or dissolution of the trust, thenotes will be accelerated automatically.

The holders of a majority of the note balance of the Controlling Class may rescind anydeclaration of acceleration if:

			notice of the rescission is given before a judgment for payment of the amount due isobtained by the indenture trustee,

			the trust has deposited with the indenture trustee an amount sufficient to make allpayments of interest and principal due on the notes (other than amounts due only because ofthe acceleration of the notes) and all other outstanding fees and expenses of the trust,and

			all Events of Default, (other than the nonpayment of amounts due only because of theacceleration of the notes) are cured or waived by the holders of a majority of the notebalance of the Controlling Class.

Any rescission of acceleration could be treated, for federal income tax purposes, as aconstructive exchange of the notes by the noteholders for deemed new notes and gain or loss couldbe recognized.

Remedies Following Acceleration. If the notes have been accelerated and the acceleration hasnot been rescinded, the indenture trustee, at the direction of the holders of a majority of thenote balance of the Controlling Class, may:

			file a lawsuit for the collection of the notes and enforce any judgment obtained,

			institute foreclosure proceedings on the exchange note, and

			take any other appropriate action to protect and enforce the rights and remedies of theindenture trustee and the noteholders.

However, the indenture trustee is only permitted to sell the exchange note if the followingconditions are met, which depend on which Event of Default has occurred:

			If an Event of Default occurs due to the late payment of interest or principal and thenotes have been accelerated, the indenture trustee may sell the exchange note withoutobtaining the consent of the noteholders or may elect to have the trust maintain possessionof the exchange note and apply collections as they are received, except that the indenturetrustee will sell the exchange note if directed by the holders of a majority of the notebalance of the Controlling Class.

			If an Event of Default occurs because of the bankruptcy or dissolution of the trust, theindenture trustee may not sell the exchange note unless:

			all of the noteholders of the Controlling Class consent to the sale,

			the proceeds of the sale are expected to be sufficient to pay all amounts owedby the trust, including payments on the notes and any amounts due to the hedgecounterparties, or

			the indenture trustee determines that the assets of the trust would not besufficient on an ongoing basis to pay all amounts owed by the trust, including paymentson the notes as those payments would have become due if the obligations had not beenaccelerated, and the indenture trustee obtains the consent of the holders of 66 2/3% ofthe note balance of the Controlling Class.

If an Event of Default occurs due to a breach of a representation or covenant of thetrust, the indenture trustee may not sell the exchange note unless:

			all of the noteholders consent to the sale, or

			the proceeds of the sale are expected to be sufficient to pay all amounts owedby the trust, including payments on the notes and any amounts due to the hedgecounterparties.

The indenture trustee will notify the noteholders at least 15days before any sale of theexchange note. Any noteholder, any hedge counterparty, the depositor and the servicer may submit abid to purchase the exchange note.

Payments Following Any Sale of the Exchange Note. Following an acceleration of the notes andany sale of the exchange note, any amounts collected by the indenture trustee will be paid inaccordancewith the post-acceleration priority of payments as described in Description of the Notes General Rule Post-Acceleration Priority of Payments in the prospectus supplement.

Standard of Care of the Indenture Trustee Following an Event of Default. If an Event ofDefault has occurred and is continuing, the indenture trustee must exercise its rights and powersunder the indenture using the same degree of care and skill that a prudent person would use underthe circ*mstances in conducting his or her own affairs. The holders of a majority of the notebalance of the Controlling Class generally will have the right to direct the time, method and placeof conducting any proceeding for any remedy available to the indenture trustee following an Eventof Default and acceleration of the notes.

Limitation on Suits. No noteholder will have the right to institute any legal proceeding forany remedy under the indenture unless:

			the noteholder gives notice to the indenture trustee of a continuing Event of Default,

			the holders of at least 25% of the note balance of the Controlling Class request theindenture trustee to institute such legal proceeding,

			the requesting noteholders offer reasonable indemnity satisfactory to the indenturetrustee against any liabilities that the indenture trustee may incur in complying with therequest,

			the indenture trustee has failed to institute the legal proceeding within 60days afterits receipt of the notice, request and offer of indemnity, and

			the holders of a majority of the note balance of the Controlling Class do not give theindenture trustee any inconsistent direction during the 60-day period.

A noteholder, however, has the absolute right to institute at any time a proceeding to enforceits right to receive all amounts of principal and interest due and owing to it under its note, andsuch right may not be impaired without the consent of such noteholder.

The indenture trustee and the noteholders will agree that they will not institute a bankruptcyproceeding against the trust.

Notes Owned by Transaction Parties

Notes owned by the depositor, the servicer or any of their affiliates will not be included forpurposes of determining whether a specified percentage of any class of notes have taken any actionunder the indenture or any other transaction document.

List of Noteholders

Three or more noteholders may request a list of all noteholders of the trust maintained by theindenture trustee for the purpose of communicating with other noteholders about their rights underthe indenture or under the notes. Any request must be accompanied by a copy of the communicationthat the requesting noteholders propose to send.

Satisfaction and Discharge of the Indenture

The indenture will not be discharged until:

			the indenture trustee receives all notes for cancellation or, with certain limitations,funds sufficient to pay all notes in full,

			the trust pays all other amounts payable by it under the transaction documents, and

the trust delivers an officers certificate and a legal opinion each stating that allconditions to the satisfaction and discharge of the indenture have been satisfied.

Amendments to the Indenture

The indenture trustee and the trust may amend the indenture without the consent of thenoteholders for limited purposes, including to:

			further protect the indenture trustees interest in the exchange note and other trustassets subject to the lien of the indenture,

			add to the covenants of the trust for the benefit of the noteholders,

			evidence the assumption of a successor to the trusts or the trustees role under theindenture,

			transfer or pledge any trust assets to the indenture trustee,

			cure any ambiguity, correct any mistake or add any provision that is not inconsistentwith any other provision of the indenture, so long as such action will not materiallyadversely affect the notes or the rights of any hedge counterparty, and

			modify, eliminate or add provisions required by or necessary to qualify the indentureunder the Trust Indenture Act.

Except as provided below, the indenture trustee and the trust may amend the indenture to add,change or eliminate any provision or modify the noteholders rights under the indenture (1)withoutthe consent of the noteholders if (a)the indenture administrator certifies that the amendment willnot have a material adverse effect on the notes and (b)each rating agency (i)confirms that theamendment will not result in a reduction or withdrawal of the then-current ratings of the notes, or(ii)within ten business days of receiving notice of the amendment, does not provide notice thatthe amendment will result in a reduction or withdrawal of the then-current ratings of the notes or(2)with the consent of the holders of a majority of the note balance of the Controlling Class. Ineach case, the indenture trustee must receive a legal opinion that for federal income tax purposes,the amendment will not cause any note to be deemed sold or exchanged or cause the trust or anytitling company to be treated as an association or publicly traded partnership taxable as acorporation.

The prior consent of all adversely affected noteholders will be required for any amendmentthat:

			changes the provisions for amending the indenture or voting or consent under theindenture,

			changes the principal amount of or interest rate on any note, the final scheduledpayment date of any class of notes, the price at which notes may be redeemed followingexercise of the clean up call option by the servicer or the percentage of the initial notebalance at which such option may be exercised or the priority of payments or how principalor interest payments are calculated or made on the notes,

			impairs the right of noteholders to institute suits to enforce the indenture,

			changes the definition of Controlling Class, or

			permits the creation of any lien ranking prior or equal to, or otherwise impair, thelien of the indenture trustee in the trust assets.

Residual Interest; Issuance of Additional Securities

The depositor may exchange all or a portion of its residual interest for additional notes orcertificates issued by the trust only if the following conditions are satisfied:

			the depositor delivers an officers certificate to the indenture trustee and the ratingagencies that the issuance of the additional notes or certificates will not adverselyaffect in any material respect the interest of any noteholder, and

			the depositor delivers a legal opinion to the indenture trustee, the owner trustee andthe rating agencies that the issuance of the additional notes or certificates will not (1)cause any outstanding note to be deemed sold or exchanged, (2)cause the trust to betreated as an association or publicly traded partnership taxable as a corporation, or (3)adversely affect the treatment of the outstanding notes as debt, in each case, for federalincome tax purposes.

The depositor may register the additional securities and sell them publicly or may sell themin a private placement. Because any additional securities will be subordinated to the notes andpaid only from amounts otherwise payable to the depositor, no approval of the noteholders will berequired and no notice of the issuance will be provided to the noteholders.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circ*mstancesdescribed below. All notes will be held in book-entry form by The Depository Trust Company, orDTC, in the name of Cede & Co., as nominee of DTC. Investors interests in the notes will berepresented through financial institutions acting on their behalf as direct and indirectparticipants in DTC. Investors may hold their notes through DTC, Clearstream Banking LuxembourgS.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers orparticipants through their respective depositories, which in turn will hold such positions inaccounts as DTC participants. The notes will be traded as home market instruments in both the U.S.domestic and European markets. Initial settlement and all secondary trades will settle in same-dayfunds.

Investors who hold their notes through DTC will follow the settlement practices applicable toU.S. corporate debt obligations. Investors who hold global notes through Clearstream or Euroclearaccounts will follow the settlement procedures applicable to conventional eurobonds, except thatthere will be no temporary global notes and no lock-up or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from itsparticipants and all payments, notices, reports and statements to be delivered to noteholders willbe delivered to DTC or its nominee as the registered holder of the book-entry notes fordistribution to holders of book-entry notes in accordance with DTCs procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing,settlement and withholding tax procedures applicable to their purchase of the notes.

Notes will be issued in physical form to noteholders only if:

the administrator determines that DTC is no longer willing or able to discharge properlyits responsibilities as depository for the notes and the administrator or the depositorcannot appoint a qualified successor,

			the administrator terminates the book-entry system through DTC, or

			after the occurrence of an Event of Default or a Servicer Termination Event, holders ofa majority of the note balance of the Controlling Class notify the indenture trustee andDTC that they want to terminate the book-entry system through DTC (or a successor to DTC).

Payments of principal and interest on definitive notes will be made by the indenture trusteeon each payment date to registered holders of definitive notes as of the end of the precedingmonth. The payments will be made by check mailed to the address of the holder as it appears on theregister maintained by the indenture trustee. The final payment on any definitive notes will bemade only upon presentation and surrender of the definitive note at the address specified in thenotice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable at the offices of the indenture trusteeor a note registrar. No service charge will be imposed for any registration of transfer orexchange, but the indenture trustee may require payment of an amount sufficient to cover any tax orother governmental charge imposed in connection with any transfer or exchange.

Computing the Outstanding Principal Amount of the Notes

The monthly investor report will include a note factor for each class of notes that can beused to compute the portion of the principal amount outstanding on that class of notes each month.The factor for each class of notes will be a seven-digit decimal indicating the remainingoutstanding principal amount of that class of notes as of the applicable payment date as apercentage of its original principal amount, after giving effect to payments to be made on thepayment date.

The factors for each class of notes will initially be 1.0000000 and will decline as theoutstanding principal amount of the class declines. For each note, the portion of the principalamount outstanding on that class of notes can be determined by multiplying the originaldenomination of that note by the note factor for that class of notes.

SOME IMPORTANT LEGAL CONSIDERATIONS

Bankruptcy Considerations

Sale of the Exchange Note by Ford Credit to the Depositor and by the Depositor to the Trust.The sale of the exchange note by Ford Credit to the depositor and then by the depositor to thetrust will each be structured to minimize the possibility that a bankruptcy proceeding of FordCredit or the depositor will adversely affect the trusts rights in the exchange note. Ford Creditand the depositor intend that the sale of the exchange note by Ford Credit to the depositor willconstitute a true sale. The depositor and the trust also intend that the sale of the exchangenote by the depositor to the trust will constitute a true sale. Neither the depositor nor thetrust will have recourse to Ford Credit, as seller of the exchange note, other than the limitedobligation to remove certain leases and leased vehicles from the reference pool.

On the closing date for a securitization transaction, Ford Credit, the depositor and the trustwill receive a reasoned legal opinion that in a bankruptcy of Ford Credit or the depositor:

			the exchange note and the collections on the exchange note would not beproperty of Ford Credits or the depositors bankruptcy estate, as applicable, underU.S. federal bankruptcy laws, and

			the automatic stay under U.S. federal bankruptcy laws would not apply toprevent payment of the collections on the exchange note to the depositor or the trust.

This opinion will be subject to certain assumptions and qualifications and a court in abankruptcy proceeding of Ford Credit or the depositor may not reach the same conclusion.

Structure of the Holding Companies, the Titling Companies and the Depositor; Risk ofSubstantive Consolidation. Each of the holding companies, the titling companies and the depositoris organized as a special purpose entity and is restricted by its limited liability companyagreement or articles of incorporation to activities designed to make it bankruptcy-remote.These restrictions limit the nature of its activities and prohibit the depositor from incurringadditional indebtedness, making it unlikely that the depositor will have any creditors. Eachlimited liability company agreement or articles of incorporation, as applicable, also restricts theapplicable special purpose entity from commencing a voluntary case or proceeding under U.S.bankruptcy laws or any similar state law without the unanimous consent of its board of managers orboard of directors, as applicable, including independent managers or directors, who arespecifically instructed to take into account the interests of creditors of the applicable specialpurpose entity and, in the case of the depositor, the trusts created by the depositor, as well asthe interests of the special purpose entity, in any vote to allow the special purpose entity tofile for bankruptcy. Each limited liability company agreement or articles of incorporation, asapplicable, also contains covenants meant to preserve the separate identity of the special purposeentity from Ford Credit and to avoid substantive consolidation of the special purpose entity andFord Credit. The most important of these covenants require each company to maintain its separateexistence, maintain separate books and bank accounts, prepare separate financial statements, nothold itself as liable for debts of the other and not commingle its assets with the assets of FordCredit or its affiliates.

In addition, in the transaction documents, the owner trustee, the indenture trustee and thenoteholders will agree not to institute a bankruptcy proceeding against the holding companies, thetitling companies or the depositor in connection with any obligations under the notes or thetransaction documents.

On the closing date for a securitization transaction, Ford Credit and the depositor willobtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a creditor or bankruptcytrustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds torequest a court to disregard the separate legal existence of the depositor, any of the holdingcompanies or any of the titling companies so as to cause substantive consolidation of the assetsand liabilities of (1)the depositor, any of the holding companies or any of the titling companieswith the assets and liabilities of Ford Credit or (2)any holding company with the assets andliabilities of the related titling company, in each case, in a manner prejudicial to thenoteholders. This opinion will be subject to certain assumptions and qualifications, including anassumption that the depositor, each of the holding companies, each of the titling companies andFord Credit comply with its limited liability company agreement or articles of incorporation, asapplicable. A court in a Ford Credit bankruptcy proceeding may not reach the same conclusion. Ifthe separate legal existence of Ford Credit and the depositor were disregarded and the assets andliabilities of Ford Credit and the depositor were consolidated, the assets of the depositor couldbe used to satisfy Ford Credits creditors instead of the noteholders or the trust. Similarly, ifthe separate legal existence of Ford Credit and the holding companies or of Ford Credit and thetitling companies were disregarded and the assets and liabilities of Ford Credit and the titlingcompanies or of Ford Credit and the holding companies were consolidated, the leases and leasedvehicles in the reference pool could be used to satisfy Ford Credits creditors instead of thenoteholders or the trust. This consolidation of assets and liabilities generally is referred to assubstantive consolidation.

Assuming that the sale of the exchange note by Ford Credit to the depositor is a true sale,the sale of the exchange note by the depositor to trust is a true sale, the depositor and thetitling companies are not consolidated with Ford Credit in a bankruptcy of Ford Credit and thedepositor and the titling companies are not in bankruptcy, the trust generally will haveuninterrupted access to amounts received on the reference pool (other than any collections on thereference pool held by Ford Credit as servicer at the time a bankruptcy proceeding is commenced).

The Dodd-Frank Act

Orderly Liquidation Authority.The Dodd-Frank Wall Street Reform and Consumer Protection Act,or the Dodd-Frank Act, established the Orderly Liquidation Authority, or OLA, under which theFederal Deposit Insurance Corporation, or FDIC, is authorized to act as receiver of a financialcompany and its subsidiaries. OLA differs from U.S. federal bankruptcy laws in several respects.In addition, because the legislation remains subject to clarification through FDIC regulations andhas yet to be applied by the FDIC in any receivership, it is unclear what impact these provisionswill have on any particular company, including Ford Credit, the titling companies, the depositor orthe trust, or such companys creditors.

Potential Applicability to Ford Credit, the Depositor and the Trust.There is uncertaintyabout which companies will be subject to OLA rather than the U.S. federal bankruptcy laws. For acompany to become subject to OLA, the Secretary of the Treasury (in consultation with the Presidentof the United States) must determine that (1)the company is in default or in danger of default,(2)the failure of the company and its resolution under the U.S. federal bankruptcy laws would haveserious adverse effects on financial stability in the United States, (3)no viable private sectoralternative is available to prevent the default of the company and (4)an OLA proceeding wouldmitigate these effects. There can be no assurance that the OLA provisions would not be applied toFord Credit, although it is expected that OLA will be used only very rarely. The titlingcompanies, the depositor or the trust could, under certain circ*mstances, also be subject to OLA.

FDICs Avoidance Power Under OLA.The provisions of OLA relating to preferential transfersdiffer from those of the U.S. federal bankruptcy laws. If the titling companies were to becomesubject to OLA, there is an interpretation under OLA that previous pledges of the leases and leasedvehicles by the titling companies to the collateral agent perfected for purposes of state law andthe U.S. federal bankruptcy laws could nevertheless be avoided as preferential transfers, with theresult that the leases and leased vehicles in the reference pool securing the exchange note, whichin turn secures the notes, could be reclaimed by the FDIC and noteholders may become unsecured.

In December2010, the Acting General Counsel of the FDIC issued an advisory opinion whichconcludes that the treatment of preferential transfers under OLA was intended to be consistentwith, and should be interpreted in a manner consistent with, the related provisions under the U.S.federal bankruptcy laws. Based on this opinion, the pledge of the leases and leased vehicles bythe titling companies to Ford Credit would not be avoidable by the FDIC as a preference under OLA.Although the opinion does not bind the FDIC and could be modified or withdrawn in the future, italso states that the Acting General Counsel will recommend that the FDIC adopt regulations to thesame effect. However, there can be no assurance that future regulations or subsequent FDIC actionsin an OLA proceeding would not be contrary to the advisory opinion.

FDICs Repudiation Power Under OLA. If the FDIC is appointed receiver of a company under OLA,the FDIC would have the power to repudiate any contract to which the company was a party, if theFDIC determined that performance of the contract was burdensome and that repudiation would promotethe orderly administration of the companys affairs.

In January2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

			that nothing in the Dodd-Frank Act changes the existing law governingthe separate existence of separate entities under other applicable law, orchanges the enforceability of standard contractual provisions meant to fosterthe bankruptcy-remote treatment of special purpose entities such as thedepositor and the trust, and

			that, until the FDIC adopts a regulation, the FDIC will not exerciseits repudiation authority to reclaim, recover or recharacterize as property ofa company in receivership or the receivership assets transferred by thatcompany prior to the end of the applicable transition period of any such futureregulation, provided

that such transfer satisfies the conditions for the exclusion of such assetsfrom the property of the estate of that company under the U.S. federalbankruptcy laws.

Ford Credit and the depositor intend that the sale of the exchange note by Ford Credit to thedepositor will constitute a true sale between separate legal entities under applicable state law.As a result, Ford Credit believes that the FDIC would not be able to recover the exchange noteusing its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn inthe future, the opinion provides that it will apply to asset transfers which occur prior to the endof any applicable transition period, which will be no earlier than June30, 2011. However, therecan be no assurance that future regulations or subsequent FDIC actions in an OLA proceedinginvolving Ford Credit, the depositor or the trust would not be contrary to this opinion.

If the titling companies or the trust were placed in receivership under OLA, the FDIC wouldhave the power to repudiate the exchange note issued by the titling companies or the notes issuedby the trust, as applicable. In that case, the FDIC would be required to pay compensatory damagesthat are no less than the principal amount of the exchange note plus accrued interest or theprincipal amount of the notes plus accrued interest as of the date the FDIC was appointed receiverand, to the extent that the value of the property that secured the exchange note or the notes isgreater than the principal amount of the exchange note and any accrued interest or the principalamount of the notes and any accrued interest, as applicable, through the date of repudiation ordisaffirmance, such accrued interest.

Security Interests in the Exchange Note and the Leases and Leased Vehicles

The transfer of the exchange note to the trust, the perfection of the security interest in theexchange note and the enforcement of rights to realize on the exchange note as collateral for thenotes will be subject to a number of federal and state laws, including the Uniform Commercial Code,or UCC, in effect in each state.

The indenture trustee will hold a first priority security interest in the exchange note forthe benefit of the noteholders. The exchange note will be secured by a first priority securityinterest in all of the leases and leased vehicles financed under the credit and security agreement,including the leases and leased vehicles in the reference pool. This security interest is for thebenefit of Ford Credit, as lender, and all holders of exchange notes, including the trust as holderof the exchange note for the securitization transaction in which the notes will be issued.Although the exchange note for the securitization transaction in which the notes will be issuedwill be secured by all of the leases and leased vehicles financed under the credit and securityagreement, the trust, as holder of the exchange note, will agree that it will not have recourse toany leases and leased vehicles other than the leases and leased vehicles in the reference pool andany shared amounts from other reference pools.

The parties to the securitization transactions will take the following steps to effect theperfection of these security interests.

Security Interest in the Exchange Note.Ford Credit will sell the exchange note to thedepositor and the depositor will perfect its interest in the exchange note by filing a UCCfinancing statement. The depositor will then sell the exchange note to the trust and the trustwill perfect its interest in the exchange note by filing a UCC financing statement. The trust willthen pledge the exchange note to the indenture trustee and the indenture trustee will perfect itssecurity interest in the exchange note by filing a UCC financing statement and by taking possessionof the exchange note.

Security Interest in the Leases.The collateral agent has perfected its security interest inthe leases securing the revolving facility and the exchange notes by filing a UCC financingstatement against each titling company and by taking possession of the leases. However, thecollateral agent has appointed

Ford Credit to serve as custodian of the leases and Ford Credit will not physically segregateor mark the leases to indicate that they have been pledged as security to the exchange noteholdersand Ford Credit, as lender.

Security Interest in the Leased Vehicles.The collateral agent perfects its security interestin each leased vehicle securing the revolving facility and the exchange notes by noting its lien onthe certificate of title under state motor vehicle laws. In addition, because it is possible thatthe leased vehicles may be characterized as inventory held for sale by the titling companies, thecollateral agent files a UCC financing statement against each titling company because a financingstatement must be filed to perfect a security interest in motor vehicles that are inventory.

The revolving facility and all exchange notes, including the exchange note issued for thesecuritization transaction in which the notes will be issued, are secured by all of the leases andleased vehicles financed by the titling companies under the credit and security agreement and thissecurity interest will ultimately be held by the indenture trustee, as holder of the exchange noteand secured party on the applicable UCC financing statement, as set forth above under  SecurityInterests in Exchange Note and the Leases and Leased Vehicles Security Interest in the ExchangeNote above.

In certain circ*mstances, the collateral agents security interest in the leases or leasedvehicles may be subordinated because federal or state law gives the holders of some types of liens,such as tax liens or mechanics liens, priority over even the properly perfected lien of othersecured parties. In addition, if a leased vehicle is confiscated by a government agency, FordCredit may not be able to obtain possession of the vehicle and enforce the security interest unlessit completes documentation required by the agency, including a hold harmless agreement. UnlessFord Credit fails to follow its policies and procedures, Ford Credit will not be required to removeany lease or leased vehicle from the reference pool in these circ*mstances.

PBGC Liens.Under ERISA, the Pension Benefit Guaranty Corporation, or PBGC, will have theability to place a lien on any of the assets of the Ford controlled group if:

			a defined benefit pension plan (other than a multiemployer plan) isterminated by any member of the Ford controlled group or the PBGC, and the pension planis underfunded at the time of termination,

			any member of the Ford controlled group withdraws from a defined benefitpension plan (other than a multiemployer plan) which has at least two contributingsponsors who are not under common control during a plan year for which the memberconstitutes a substantial employer, and the pension plan is underfunded at the time ofwithdrawal, or

			the members of the Ford controlled group fail to satisfy the minimumfunding requirements for a defined benefit pension plan (other than a multiemployerplan), which together with all other unpaid contributions, exceeds $1million.

The titling companies, the depositor and the trust are all members of the Ford controlledgroup. In addition, while a PBGC lien could attach to any of the assets of the Ford controlledgroup, the automatic stay would prevent the PBGC from realizing on any assets of any member of theFord controlled group, including Ford Credit, that is the subject of a bankruptcy proceeding at thetime the PBGC lien arises. Assuming the titling companies, the depositor and the trust are notsubject to bankruptcy proceedings and that neither the reference pool nor the exchange note areconsolidated with the bankruptcy estate of Ford Credit, the PBGC would be able to levy on thoseassets to satisfy the pension obligations of the Ford controlled group unless the security interestof the collateral agent in the leases and leased vehicles in the reference pool and the securityinterest of the indenture trustee in the exchange note have priority over the PBGC lien.

The securitization transactions in which the notes will be issued will be structured so thatthe security interest of the collateral agent in the leases and leased vehicles in the referencepool and the security interest of the indenture trustee in the exchange note and any identifiablecash proceeds received before the PBGC files the notice of lien will have priority over a PBGClien, notice of which is filed after the closing date for each securitization transaction.

Under state law, the priority of the collateral agents security interest in the leases wasestablished under the UCC on the date the collateral agent filed its UCC financing statements. Thepriority of the collateral agents security interest in the leased vehicles and identifiable cashproceeds was established on the date the certificates of title for the leased vehicles were filedwith the appropriate state department of motor vehicles (if the motor vehicle statutes apply) or onthe date the collateral agent filed its financing statements (if the UCC applies). The priority ofthe indenture trustees security interest in the exchange note will be established under the UCCwhen the indenture trustee files its financing statements.

The priority of a PBGC lien, however, is determined under the rules applicable to federal taxliens and not under state law. Under these rules, a PBGC lien will be senior to any securityinterest that is perfected under state law after the PBGC files a notice of lien. Under the UCC,the priority of a security interest will relate back to the date that the security interest wasperfected, even if the property subject to the security interest does not exist at that time.Under the rules applicable to federal tax liens, however, the priority of a security interest doesnot relate back to the date the security interest was perfected under state law if the propertysubject to the security interest does not exist at that time. Instead, under the rules applicableto federal tax liens, a security interest will not attach and be entitled to priority until theproperty comes into existence. As a result, the security interest of the collateral agent in theleases in the reference pool and any monthly payments received after the filing of a notice of lienby the PBGC will have priority over the PBGC lien only if the applicable titling companys right toreceive those monthly payments existed before the PBGC filed the notice of lien.

On the closing date for a securitization transaction, Ford Credit, the depositor and the trustwill receive a reasoned legal opinion that, under the rules applicable to federal tax liens, acourt would hold that the security interest of the collateral agent in the leases and leasedvehicles in the reference pool and all identifiable cash proceeds thereof (including thecollections received after a filing of a lien by the PBGC) would be prior to any lien of the PBGCnotice of which is filed after the closing date for a securitization transaction. This opinionwill be subject to certain assumptions and qualifications and a court may not reach the sameconclusion.

Legal Considerations Relating to the Leases and the Leased Vehicles

Repossession of Leased Vehicles; Notice of Sale and Cure Rights.If a lessee defaults on itslease, the servicer will be able to enforce the remedies of a secured party under the UCC, exceptwhere specifically limited by other state laws. These remedies include the right to performself-help repossession unless it would constitute a breach of the peace or unless prohibited bystate law. Self-help repossession is the method used by Ford Credit in most cases and usually isaccomplished by using an independent contractor to take possession of the leased vehicle. In caseswhere the lessee objects or raises a defense to repossession, or if otherwise required by statelaw, Ford Credit may have to obtain a court order before repossessing the vehicle.

If a lessee is in default on its lease, some states require that the secured party notify thelessee of the default and give the lessee a time period to cure the default prior to repossession.In Ford Credits experience, this right to cure is exercised by only a limited number of lessees.

Upon repossession of a vehicle, the UCC and other state laws require the secured party toprovide the lessee with reasonable notice of the date, time, and place of any public sale and/orthe date after which any private sale of the leased vehicle may be held. The lessee has the rightto cure the default under the lease prior to sale by paying the secured party the past due amountsowed under the lease plus reasonable expenses for repossessing, holding, and preparing the vehiclefor disposition and arranging for the sale, including attorneys fees when allowed by law.

Deficiency Judgments.Ford Credit generally is required to apply the proceeds of sale of arepossessed leased vehicle to the expenses of sale and repossession and then to the satisfaction ofthe amounts due under the lease. If the net proceeds from sale do not cover the full amount dueunder the lease, Ford Credit may seek a deficiency judgment in some states, but other statesprohibit or limit such judgments. Because a deficiency judgment is an unsecured personal judgmentagainst the lessee for the shortfall, in many cases it is not useful to seek a deficiency judgment.If a deficiency judgment is obtained, it may be settled at a significant discount or it may beimpossible to collect all or any portion of it.

Consumer Protection Laws.Numerous federal and state consumer protection laws and relatedregulations impose substantial requirements upon lessors and servicers involved in consumerleasing, including Ford Credit, and impose statutory liabilities on those who fail to comply withtheir provisions. The federal Consumer Leasing Act of 1976 and RegulationM, issued by the Boardof Governors of the Federal Reserve System, for example, require that a number of disclosures bemade at the time a vehicle is leased, including all amounts due at the time of origination of thelease, a description of the lessees liability at the end of the lease term, the amount of anyperiodic payments, the circ*mstances under which the lessee may terminate the lease prior to theend of the lease term and the capitalized cost of the vehicle and a warning regarding possiblecharges for early termination. All states have adopted Article2A of the UCC, which providesprotection to lessees through certain implied warranties and the right to cancel a lease contractrelating to defective goods. In addition, courts have imposed general equitable principles onsecured parties pursuing repossession of collateral or litigation involving deficiency balances.These equitable principles may relieve a lessee from some or all of the legal consequences of adefault.

Ford Credit will represent that each lease complies in all material respects with applicablerequirements of law and that each lease is not subject to claims or defenses of the lessee. Thisrepresentation is based on Ford Credits review of form lease terms, its review of completed leasesfor errors apparent in the lease, and dealer representations of lease disclosure accuracy inagreements between Ford Credit and the dealer. If a lessee has a claim for any violation of lawwith respect to a lease, such violation would constitute a breach by Ford Credit and if such breachhas a material adverse effect on any lease and leased vehicle, Ford Credit would have to remove thelease and leased vehicle from the reference pool unless the breach is cured in all materialrespects by the end of the applicable grace period.

Under the terms of the Servicemembers Civil Relief Act or similar state laws, a lessee whoenters military service after entry into a lease may be entitled to relief on certain paymentobligations, and Ford Credit must suspend any attempts to self-help repossess the related leasedvehicle. Furthermore, a lessee may terminate a lease at anytime if the lessee subsequently (1)enters into military service or (2)receives military orders for a permanent change of stationoutside of the continental U.S. or to deploy with a military unit. No early termination chargesmay be imposed on the lessee for such termination. Leases with lessees who are in the military orwho subsequently enter the military may be included in the reference pool and Ford Credit will notbe required to remove from the reference pool a lease and leased vehicle that become subject tothese laws.

Bankruptcy Considerations.U.S. bankruptcy laws affect the ability of a secured party torealize upon collateral or enforce a deficiency judgment. For example, in a Chapter13 proceedingunder the U.S. federal bankruptcy law, a court may prevent a creditor from repossessing a vehicleand, as part of the plan of reorganization may, in limited circ*mstances, reduce the amount dueunder the lease to the market value of the leased vehicle at the time of bankruptcy, leaving thelessor as a general unsecured creditor for the remainder of the amount owed by the lessee. Abankruptcy court may also reduce the monthly payments due under a lease or change the time ofpayment of the lease. Ford Credit will not be required to remove from the reference pool any leasethat becomes subject to a bankruptcy proceeding after the cutoff date.

TAX CONSIDERATIONS

General

Set forth below is a discussion of the anticipated material U.S. federal income taxconsequences of the purchase, ownership and disposition of the notes. This discussion is basedupon current provisions of the Internal Revenue Code, existing and proposed Treasury regulations,current administrative rulings, judicial decisions and other applicable authorities all of whichare subject to change, perhaps with retroactive effect. There are no cases or Internal RevenueService, or IRS, rulings on similar transactions involving debt issued by a trust with termssimilar to those of the notes. We cannot assure you that the IRS will not challenge theconclusions reached in this discussion, and no ruling from the IRS has been or will be sought onany of the issues discussed below. Furthermore, legislative, judicial or administrative changesmay occur, perhaps with retroactive effect, which could affect the accuracy of the statements andconclusions set forth in this prospectus.

This discussion does not deal with all aspects of U.S. federal income taxation that may berelevant to the holders of notes in light of their personal investment circ*mstances nor, exceptfor specific limited discussions of particular topics, to noteholders subject to special treatmentunder the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations,financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holdersthat will hold the notes as part of a hedge, straddle, appreciated financial position or conversiontransaction and holders that will hold the notes as other than capital assets. This information isdirected only to prospective investors who:

			purchase notes in the initial distribution of the notes,

			are citizens or residents of the United States, including domesticcorporations, limited liability companies and partnerships, and

			hold the notes as capital assets within the meaning of Section1221 ofthe Internal Revenue Code.

As used in this discussion, the term U.S. noteholder means a beneficial owner of a note thatis for U.S. federal income tax purposes:

			a citizen or resident of the United States,

			a corporation created or organized in or under the laws of the UnitedStates, any state thereof or the District of Columbia,

			an estate whose income is subject to U.S. federal income tax regardless ofits source, or

			a trust if a court within the United States is able to exercise primarysupervision over the administration of the trust and one or more U.S. persons have theauthority to control all substantial decisions of the trust or that has made a validelection under applicable Treasury Regulations to be treated as a U.S. person.

The term U.S. noteholder also includes any noteholder whose income or gain in respect to itsinvestment in a note is effectively connected with the conduct of a U.S. trade or business. Asused in this discussion, the term non-U.S. noteholder means a beneficial owner of a note otherthan a U.S. noteholder and other than a partnership.

If a partnership (including any entity treated as a partnership for U.S. federal income taxpurposes) owns notes, the tax treatment of a partner in such a partnership will depend upon thestatus of the partner and the activities of the partnership. Partners in such a partnership areencouraged to consult their tax advisors as to the particular U.S. federal income tax consequencesapplicable to them.

Prospective investors are encouraged to consult with their tax advisors as to the federal,state and local, foreign and any other tax consequences to them of the purchase, ownership anddisposition of the notes.

Tax Characterization of the Trust

At the time the notes are issued by the trust, tax counsel will opine that, assumingcompliance with the terms of the trust agreement and related documents, the trust will not be anassociation or publicly traded partnership taxable as a corporation for U.S. federal income taxpurposes.

Except as specified in the related prospectus supplement, tax counsel will also opine that thenotes will be treated as debt for U.S. federal income tax purposes. If, contrary to the opinion oftax counsel, the IRS successfully asserted that one or more classes of the notes did not representdebt for U.S. federal income tax purposes, such class or classes of the notes might be treated asequity interests in the trust. If so treated, the trust might be treated as a publicly tradedpartnership taxable as a corporation with potentially adverse tax consequences, including by notbeing able to reduce its taxable income by deductions for interest expense on notes recharacterizedas equity. Alternatively, the trust could be treated as a publicly traded partnership that wouldnot be taxable as a corporation because it would meet an applicable safe harbor. Nonetheless,treatment of notes as equity interests in such a partnership could have adverse tax consequences tocertain noteholders. For example, income to certain tax-exempt entities (including pension funds)would be unrelated business taxable income, income to non-U.S. noteholders may be subject to U.S.withholding tax and U.S. tax return filing requirements, and individual holders might be subject tocertain limitations on their ability to deduct their share of trust expenses.

Tax Characterization and Treatment of the Notes

Characterization as Debt. For class or classes of notes, except for any class or classeswhich are specifically identified as receiving different tax treatment in the related prospectussupplement, tax counsel will deliver its opinion that the notes will be treated as debt for U.S.federal income tax purposes. The depositor, the servicer and each noteholder, by acquiring aninterest in a note, will agree to treat the notes as debt for U.S. federal, state and local incomeand franchise tax purposes.

For a discussion of the potential U.S. federal income tax consequences to noteholders if theIRS were successful in challenging the characterization of the notes for U.S. federal income taxpurposes, you should read Tax Characterization of the Trust above.

Treatment of Stated Interest.Based on tax counsels opinion that the notes will be treatedas debt for U.S. federal income tax purposes, and assuming the notes are not issued with originalissue discount or OID, the stated interest on a note will be taxable to a noteholder as ordinaryincome when received or accrued in accordance with each noteholders method of tax accounting.

Original Issue Discount.It is not expected that any class of notes will be issued with OID.If a class of notes is treated as issued with OID, a holder of any such notes must include OID inits gross income as ordinary interest income as it accrues, regardless of the holders regularmethod of accounting, under a constant yield method.

Disposition of Notes.If a noteholder sells or otherwise disposes of a note, the holder willrecognize gain or loss in an amount equal to the difference between the amount realized on the saleor disposition and the holders adjusted tax basis in the note. The holders adjusted tax basiswill equal the holders cost for the note, increased by any OID and market discount previouslyincluded by such noteholder in income with respect to the note and decreased by any bond premiumpreviously amortized and any payments of principal and OID previously received by such noteholderwith respect to such note. Any gain or loss on sale or disposition will be capital gain or loss ifthe note was held as a capital asset, except for gain representing accrued interest or accruedmarket discount not previously included in

income. Capital gain or loss will be long-term if the note was held by the holder for morethan one year and otherwise will be short-term.

Information Reporting and Backup Withholding.The indenture trustee will be required toreport annually to the IRS, and to each noteholder of record, the amount of interest paid on thenotes, and any amount of interest withheld for U.S. federal income taxes, except as to exemptholders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharingtrusts, individual retirement accounts, or nonresident aliens who provide certification as to theirstatus). Each holder who is not an exempt holder will be required to provide to the indenturetrustee, under penalties of perjury, a certificate containing the holders name, address, correctfederal taxpayer identification number and a statement that the holder is not subject to backupwithholding. Should such a holder fail to provide the required certification, the indenturetrustee will be required to withhold the tax from interest otherwise payable to the holder and paythe withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders.A non-U.S. noteholder who is an individual orcorporation (or a person treated as a corporation for U.S. federal income tax purposes) holding thenotes on its own behalf will not be subject to U.S. federal income taxes on payments of principal,premium, interest or OID on a note, unless such non-U.S. noteholder is a direct or indirect 10% orgreater shareholder of the trust or a controlled foreign corporation related to the trust. Toqualify for the exemption from taxation, the withholding agent must have received a statement fromthe individual or corporation that:

			is signed under penalties of perjury by the beneficial owner of the note,

			certifies that such owner is not a U.S. noteholder, and

			provides the beneficial owners name and address.

A withholding agent is the last U.S. payor (or a non-U.S. payor who is a qualifiedintermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain ofpayment prior to payment to a non-U.S. noteholder (which itself is not a withholding agent).Generally, this statement is made on an IRS Form W-8BEN, which is effective for the remainder ofthe year of signature plus three full calendar years unless a change in circ*mstances makes anyinformation on the form incorrect. Notwithstanding the preceding sentence, an IRS Form W-8BEN witha U.S. taxpayer identification number will remain effective until a change in circ*mstances makesany information on the form incorrect, provided that the withholding agent reports at leastannually to the beneficial owner on IRS Form 1042-S. The beneficial owner must inform thewithholding agent within 30days of such change and furnish a new IRS Form W-8BEN.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as acorporation for U.S. federal income tax purposes) holding the notes on its own behalf may havesubstantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income with respect to its investment in a note is effectivelyconnected with the conduct of a U.S. trade or business would generally be taxed as if the holderwas a U.S. noteholder provided the holder files IRS Form W-8ECI.

Certain securities clearing organizations, and other entities who are not beneficial owners,may be able to provide a signed statement to the withholding agent. However, in such case, thesigned statement may require a copy of the beneficial owners IRS Form W-8BEN (or the substituteform).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition ofa note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so longas:

			the gain is not effectively connected with the conduct of a trade orbusiness in the United States by the non-U.S. noteholder, and

			in the case of a foreign individual, the non-U.S. noteholder is not presentin the United States for 183days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectivelyconnected with the conduct of a trade or business in the United States by the non-U.S. noteholder,such holder, although exempt from the withholding tax previously discussed if an appropriatestatement is furnished, will generally be subject to U.S. federal income tax on the interest, gainor income at regular federal income tax rates. In addition, if the non-U.S. noteholder is aforeign corporation, it may be subject to a branch profits tax equal to 30percent of itseffectively connected earnings and profits within the meaning of the Internal Revenue Code forthe taxable year, unless it qualifies for a lower rate under an applicable tax treaty.

State Tax Considerations

Because of the variation in the tax laws of each state and locality, it is impossible topredict the tax classification of the trust or the tax consequences to the trust or to holders ofnotes in all of the state and local taxing jurisdictions in which they may be subject to tax.Prospective investors are encouraged to consult their tax advisors with respect to the state andlocal taxation of the trust and state and local tax consequences of the purchase, ownership anddisposition of notes.

ERISA CONSIDERATIONS

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or ERISA, and the Internal Revenue Codeimpose certain duties and requirements on employee benefit plans and other retirement plans andarrangements (such as individual retirement accounts and Keogh plans) that are subject to Title Iof ERISA and/or Section4975 of the Internal Revenue Code, referred to as plans, and certainentities (including insurance company general accounts) whose assets are deemed to include assetsof plans, and on persons who are fiduciaries of plans. Any person who exercises any authority orcontrol over the management or disposition of a plans assets is considered to be a fiduciary ofthat plan. In accordance with ERISAs general fiduciary standards, before investing in the notes,a plan fiduciary should determine, among other factors:

			whether the investment is permitted under the plans governing documents,

			whether the fiduciary has the authority to make the investment,

			whether the investment is consistent with the plans funding objectives,

			the tax effects of the investment,

			whether under the general fiduciary standards of investment prudence anddiversification an investment in any notes is appropriate for the plan, taking intoaccount the overall investment policy of the Plan and the composition of the plansinvestment portfolio, and

			whether the investment is prudent considering the factors discussed in thisprospectus.

In addition, ERISA and Section4975 of the Internal Revenue Code prohibit a broad range oftransactions involving assets of a plan and persons who are parties in interest under ERISA ordisqualified persons under Section4975 of the Internal Revenue Code. A violation of these rulesmay result in the imposition of significant excise taxes and other liabilities.

A fiduciary of any plan should carefully review with its legal and other advisors whether thepurchase or holding of any notes could give rise to a transaction prohibited or otherwiseimpermissible under ERISA or Section4975 of the Internal Revenue Code, and should read ERISAConsiderations in both this prospectus and the prospectus supplement regarding any restrictions onthe purchase and/or holding of the notes offered by this prospectus and the prospectus supplement.

Prohibited Transactions

Whether or not an investment in the notes will give rise to a transaction prohibited orotherwise impermissible under ERISA or Section4975 of the Internal Revenue Code will depend on thestructure of the trust and whether the assets of the trust will be deemed to be plan assets of aplan investing in notes issued by the trust. Pursuant to a regulation issued by the U.S.Department of Labor, or the plan assets regulation, a plans assets may be deemed to include aninterest in the underlying assets of the trust if the plan acquires an equity interest in thetrust and none of the exceptions contained in the plan assets regulation are applicable. Ingeneral, an equity interest is defined under the plan assets regulation as any interest in anentity other than an instrument which is treated as indebtedness under applicable local law andwhich has no substantial equity features.

The depositor believes that the notes will be treated as indebtedness without substantialequity features for purposes of the plan assets regulation. This assessment is based upon thetraditional debt features of the notes, including the reasonable expectation of purchasers of thenotes that the notes will be repaid when due, traditional default remedies, and on the absence ofconversion rights, warrants and other typical equity features.

Without regard to whether the notes are treated as debt for ERISA purposes, the purchase andholding of the notes or any beneficial interest therein by or on behalf of a plan could beconsidered to give rise to a direct or indirect prohibited transaction under ERISA or Section4975of the Internal Revenue Code if the trust, the owner trustee, the indenture trustee, anyunderwriter or any of their respective affiliates, including Ford Credit, is or becomes a party ininterest under ERISA or a disqualified person under Section4975 of the Internal Revenue Codewith respect to the plan. In such case, exemptions from the prohibited transaction rules could beapplicable to the purchase and holding of notes or any beneficial interest therein by or on behalfof a plan depending on the type and circ*mstances of the plan fiduciary making the decision topurchase a note and the relationship of the party in interest to the plan investor. Included amongthese exceptions are:

			prohibited transaction class exemption, or PTCE, 84-14, regardingtransactions effected by qualified professional asset managers,

			PTCE 90-1, regarding transactions entered into by insurance company pooledseparate accounts,

			PTCE 91-38, regarding transactions entered into by bank collectiveinvestment funds,

			PTCE 95-60, regarding transactions entered into by insurance companygeneral accounts, and

			PTCE 96-23, regarding transactions effected by in-house asset managers.

In addition, Section408(b)(17) of ERISA and Section4975(d)(20) of the Internal Revenue Codeprovide an exemption for certain transactions between a plan and a person that is a party ininterest or disqualified person with respect to a plan solely by reason of providing services tothe plan or a relationship with such a service provider (other than a party in interest or adisqualified person that is, or is an affiliate of, a fiduciary with respect to the assets of theplan involved in the transaction), provided the plan pays no more than, and receives no less than,adequate consideration in connection with the transaction. However, even if the conditionsspecified in one or more of the foregoing exemptions are

met, the scope of relief provided by these exemptions may not necessarily cover all acts thatmight be construed as prohibited transactions.

Any plan that purchases and holds notes of any class or any beneficial interest therein willbe deemed to have represented that its purchase and holding of the notes or any beneficial interesttherein does not constitute and will not result in a non-exempt prohibited transaction under ERISAor Section4975 of the Internal Revenue Code due to the applicability of a statutory oradministrative exemption from the prohibited transaction rules.

Benefit Plans Not Subject to ERISA or the Internal Revenue Code

Certain employee benefit plans, such as governmental plans, foreign plans and certain churchplans (each as defined or described in ERISA) are not subject to the prohibited transactionprovisions of ERISA and Section4975 of the Internal Revenue Code. However, such plans may besubject to provisions of other federal, state, local or non-U.S. laws or regulations that aresubstantially similar to the provisions of Title I of ERISA or Section4975 of the Internal RevenueCode. Each plan that is subject to any law or regulation substantially similar to the provisionsof Title I of ERISA or Section4975 of the Internal Revenue Code, and each person acting on behalfof or investing the assets of such a plan, that purchases and holds notes or any beneficialinterest therein will be deemed to have represented that its purchase and holding of the notes orbeneficial interest does not constitute and will not result in a violation of such similar law orregulation.

PLAN OF DISTRIBUTION

The trust will issue the notes to the depositor and the depositor will sell the notes to theunderwriters named in the prospectus supplement. In the underwriting agreement the depositor willagree to sell, and each of the underwriters will agree to purchase, a specified principal amount ofone or more classes of notes, as set forth in the prospectus supplement.

The prospectus supplement (or supplemental prospectus supplement, as described below) willspecify the price at which each class of notes will be offered to the public and any concessionsthat may be offered to certain dealers participating in the offering of the notes or specify thatthe notes are to be resold by the underwriters in negotiated transactions at varying prices to bedetermined at the time of such sale. After the initial public offering of the notes, the publicoffering prices and the concessions may be changed.

The prospectus supplement, together with a supplemental prospectus supplement, also may beused by Ford Credit or its affiliates for the sale of a class of notes originally purchased fromthe depositor by Ford Credit or its affiliates on or after the closing date for a securitizationtransaction.

The depositor and Ford Credit will indemnify the underwriters against certain liabilities,including liabilities under the federal securities laws, or contribute to payments the underwritersmay be required to make for those liabilities.

The trust may invest the funds in its bank accounts in obligations issued by the underwritersor their affiliates.

In connection with the sale of the notes, the underwriters may, to the extent permitted byRegulationM under the Securities Exchange Act of 1934, engage in:

			over-allotments, in which members of the selling syndicate sell more notes than theseller actually sold to the syndicate, creating a syndicate short position,

			stabilizing transactions, in which purchases and sales of the notes may be made by themembers of the selling syndicate at prices that do not exceed a specified maximum,

			syndicate covering transactions, in which members of the selling syndicate purchase thenotes in the open market after the distribution is completed in order to cover syndicateshort positions, and

			penalty bids, by which underwriters reclaim a selling concession from a syndicate memberwhen any of the notes originally sold by that syndicate member are purchased in a syndicatecovering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may cause theprices of the notes to be higher than they would otherwise be. These transactions, if commenced,may be discontinued at any time.

LEGAL OPINIONS

Counsel identified in the prospectus supplement will review or provide opinions on legalmatters relating to the notes and certain federal income tax and other matters for the trust, thedepositor and the servicer including an opinion that the notes will be legally issued, fully paidand non-assessable and will be binding obligations of the trust, subject to customary exceptions asto enforceability. Counsel identified in the prospectus supplement will review or provide opinionson legal matters relating to the notes and other matters for the underwriters.

WHERE YOU CAN FIND MORE INFORMATION

The depositor, as originator of each trust, filed with the SEC a registration statement,Registration No.333-173928 under the Securities Act of 1933, for the notes offered by thisprospectus. You may read and copy the registration statement and any notices, reports, statementsor other materials filed by the trust, Ford Credit or the depositor at the SECs Public ReferenceRoom at 100 F Street, N.E., Room1580, Washington, D.C., 20549.

You may obtain more information about the operation of the Public Reference Room and copyingcosts by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.govwhere you can find reports, information statements and other information for registrants that fileelectronically with the SEC. You may obtain more information about Ford and Ford Credit atwww.ford.com and www.fordcredit.com.

For the time period that each trust is required to report under the Securities Exchange Act of1934, the servicer will file for each trust annual reports on Form 10-K and distribution reports onForm 10-D, any current reports on Form 8-K, and amendments to those reports with the SEC. A copyof any reports may be obtained by any noteholder by request to the indenture trustee or thedepositor.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The trust incorporates by reference certain information it files with the SEC, which meansthat the trust can disclose important information to you by referring you to those documents. Theinformation incorporated by reference is considered to be part of this prospectus. Informationthat the trust files later with the SEC will automatically update the information in thisprospectus. In all cases, you should rely on the later information over different informationincluded in this prospectus or the accompanying prospectus supplement. The trust incorporates byreference any monthly reports on Form 10-D and current reports on Form 8-K subsequently filed by oron behalf of the trust prior to the termination of the offering of the notes (including anymarket-making transactions with respect to such notes unless exempt from the registrationrequirements of the Securities Act).

The depositor will provide without charge to each person, including any beneficial owner ofthe notes, to whom a copy of this prospectus is delivered, on request of any such person, a copy ofany of the documents incorporated in this prospectus or in any prospectus supplement by reference.

Requests for such copies should be directed to:

Ford Credit Auto Lease Two LLC
c/o Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite801-C1
One American Road
Dearborn, Michigan 48126
Attention: Ford Credit SPE Management Office
Telephone number: (313)594-3495
Fax number: (313)390-4133

INDEX OF DEFINED TERMS


ALG			20
base monthly payments			17
clean up call			7
credit enhancement			41
depositor			26
DTC			46
ERISA			57
Event of Default			42
excess spread			41
exchange note			17
exchange note default			39
exchange note supplement			38
facility default			39
Ford			5
Ford Credit			5
HTD			30
lease factor			17
LIBOR			40
overcollateralization			41
payment enhancement			41
plans			57
Prepayments			37
PTCE			58
reference pool			6, 37
servicer			7
Servicer Termination Event			35
titling companies			30
trust			5
UCC			50

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offeringdescribed in this Registration Statement.



Securities and Exchange Commission	$	928,800
Rating agency fees	$	3,000,000
Printing	$	300,000
Legal fees and expenses	$	1,500,000
Accountants fees	$	420,000
Fees and expenses of Indenture Trustee	$	120,000
Fees and expenses of Owner Trustee	$	57,000
Miscellaneous expenses	$	249,200

Total	$	6,575,000

ITEM 15. Indemnification of Directors and Officers.

Section18-108 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.,provides as follows:

§ 18-108. Indemnification. Subject to such standards and restrictions, if any, asare set forth in its limited liability company agreement, a limited liability company may,and shall have the power to, indemnify and hold harmless any member or manager or otherperson from and against any and all claims and demands whatsoever.

ITEM 15.1. Ford Credit Auto Lease Two LLC

ArticleVII of the Amended and Restated Limited Liability Company Agreement of Ford CreditAuto Lease Two LLC provides as follows:

Section7.1.

Exculpation

.Notwithstanding any other provisions of thisAgreement, whether express or implied, or obligation or duty at law or in equity, none ofthe Member, the Managers, or any officers, directors, stockholders, partners, employees,representatives or agents of any of the foregoing, nor any officer, employee, representativeor agent of the Company or any of its Affiliates will be liable to the Company or any otherPerson for any act or omission (in relation to the Company, this Agreement, any relateddocument or any transaction contemplated hereby or thereby) taken or omitted by such Personbound by this Agreement in the reasonable belief that such act or omission is in or notcontrary to the best interests of the Company and is within the scope of authority grantedto such Person by this Agreement, provided such act or omission does not constitute fraud,willful misconduct, bad faith, or gross negligence.

Section7.2.

Liabilities: Indemnification

.(a)Subject to

Section7.2(f)

, any Person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he is or was a Member, Manager,officer, employee, agent or legal representative of the Company (each, an"

IndemnifiedPerson

"), will be indemnified and held harmless by the Company to the fullest extentlegally permissible against all expenses, claims, damages, liabilities and losses (includingjudgments, interest on judgments, fines, charges, costs, amounts paid in settlement,expenses and attorneys fees incurred in investigating, preparing or defending any action,claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by orbefore any court or governmental, administrative or other regulatory agency, body orcommission), whether pending or merely threatened, whether or not any Indemnified Person isor may be a party thereto, including interest on any of the foregoing (collectively,"

Damages

") arising out of, or in connection with, the management or conduct of thebusiness and affairs of the Company, except for any such Damages to the extent that they arefound by a court of competent jurisdiction to have resulted from the gross negligence orwillful misconduct of the Indemnified Parties or willful violations of the expressprovisions hereof by the Indemnified Parties. The Indemnified Parties may consult withcounsel and accountants with respect to the affairs of the Company and will be fullyprotected and justified, to the extent

II-1

allowed by law, in acting, or failing to act, if such action or failure to act is inaccordance with the advice or opinion of such counsel or accountants.

(b) The termination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself,create a presumption that the Person seeking indemnification did not act in good faith andin a manner which such Person reasonably believed to be in or not opposed to the bestinterest of the Company or its Creditors, and, with respect to any criminal action orproceeding, had reasonable cause to believe that such Persons conduct was unlawful. Entryof a judgment by consent as part of a settlement will not be deemed a final adjudication ofliability for negligence or misconduct in the performance of duty, nor of any other issue ormatter.

Section7.2(f)

, expenses (including attorneys fees anddisbursem*nts) incurred by an Indemnified Person in defending any civil, criminal,administrative or investigative action, suit or proceeding may be paid by the Company inadvance of the final disposition of such action, suit or proceeding as authorized by theBoard in the specific case upon receipt of an undertaking by or on behalf of suchIndemnified Person to repay such amount unless it will ultimately be determined that suchPerson is entitled to be indemnified by the Company. Expenses (including attorneys fees anddisbursem*nts) incurred by other employees or agents of the Company in defending in anycivil, criminal, administrative or investigative action, suit or proceeding may be paid bythe Company upon such terms and conditions, if any, as the Board deems appropriate.

(d) No Manager of the Company will be personally liable to the Company for monetarydamages for any breach of fiduciary duty by such person as a Manager. Notwithstanding theforegoing sentence, a Manager will be liable to the extent provided by Applicable Law (i)for breach of the Managers duty of loyalty to the Company or the Member, (ii)for acts oromissions not in good faith or which involve intentional misconduct or a knowing violationof law or (iii)for any transaction from which the Manager derived an improper personalbenefit.

(e) The indemnification and advancement of expenses provided by this

Section7.2

will not be deemed exclusive of any other rights to which those seekingindemnification or advancement may be entitled under any agreement, vote of the Board orotherwise, both as to action in an official capacity and as to action in another capacitywhile holding such office, and will continue as to a Person who has ceased to be a Manager,employee or agent and will inure to the benefit of the heirs, executors and administratorsof such Person.

(f) Any amounts payable by the Company in accordance with this

Section7.2

willbe payable solely to the extent of funds available therefor and actually received by theCompany under the Basic Documents, from capital contributions or in connection with otherPermitted Transactions. The Companys obligations under this

Section7.2

will notconstitute a claim against the Company to the extent that the Company does not have fundssufficient to make payment of such obligations. Any claim that an Indemnified Person mayhave at any time against the Company that it may seek to enforce hereunder will besubordinate to the payment in full, (including post-petition interest, in the event that theCompany becomes a debtor or debtor in possession in a case under any applicable federal orstate bankruptcy, insolvency or other similar law now or hereafter in effect or otherwisesubject to any insolvency, reorganization, liquidation, rehabilitation or other similarproceedings) of the claims of the holders of any Securities which are collateralized orsecured by the assets of the Company and of claims (if any) of the Trust or any other Personto which Securitization (or interests therein) have been transferred.

(g)

Amendments: Indemnification

.The indemnities contained in

Section7.2

will survive the resignation, removal or termination of any Indemnified Person orthe termination of this Agreement. Any repeal or modification of this

ARTICLE VII

will not adversely affect any rights of such Indemnified Person pursuant to this

ARTICLEVII

, including the right to indemnification and to the advancement of expenses of anIndemnified Person existing at the time of such repeal or modifications with respect to anyacts or omissions occurring prior to such repeal or modification.

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ITEM 15.2. CAB East LLC

ArticleX of the Amended and Restated Limited Liability Company Agreement of CAB East LLCprovides as follows:

Section10.1

Liabilities; Indemnification

(a)

Indemnification by Holders for all Liabilities

. Each Holder of aCertificate (but not any Registered Pledgee or Titling Company Noteholder) will be liable tothird parties and will indemnify, defend and hold harmless the Titling CompanyAdministrator, the Titling Company Registrar, including its officers, directors,shareholders, employees and agents, the Managers and the Authorized Officers (each, withrespect to this

Section10.1

, an

Indemnified Person

and, collectively, the

Indemnified Persons

) for all liabilities, obligations, losses, claims, damages,actions and suits, expenses and any and all costs, expenses and disbursem*nts (includinglegal fees and expenses) of any kind and nature whatsoever (

Liabilities

) incurredin connection with the related Specified Assets, including any Liabilities arising out of orincurred in connection with such Persons acceptance or performance of the duties containedin this Agreement other than, in each case, Liabilities incurred solely:

(i) by reason of such Persons willful malfeasance, bad faith or gross negligence; or

(ii) by reason of such Persons breach of its representations and warranties set forthin this Agreement.

(b)

Holders Liability Limited to Related Specified Interest

. No Holder of aCertificate and none of the related Specified Assets will be subject to Liabilities arisingfrom or with respect to the Indemnified Persons or the Specified Assets relating to anyother Specified Interest.

(c)

Indemnification by Member for State and Local Taxes

. Without limiting thegenerality of

Section10.1(a)

the Holders of each Series will defend and holdharmless the Indemnified Persons against all state and local taxes assessed on such Personsresulting from the location of the related Specified Assets.

(d)

Specified Assets Not Subject to Liabilities

. No claim for indemnificationpursuant to this

Section10.1

will be payable from any Titling Company Assets,including any Specified Assets, and none of the Titling Company Administrator, the Managersor any other Indemnified Person will have any recourse against the assets of the Company,including any Specified Assets, with respect to any claim that any such Person may haveagainst the Company or any Holder, Registered Pledgee, Servicer or Affiliate of any of theforegoing.

(e)

Indemnification Procedures

. The Indemnified Persons will notify theHolders of each Series, promptly of any claim for which such Indemnified Persons may seekindemnity pursuant to this

Section10.1

. Failure by the Indemnified Persons to sonotify such Holders will not relieve such Holder or Holders of its obligations under thisAgreement.

(f)

Notification; Defense of Claims

. The Indemnified Persons will notify theMember promptly of any claim for which such Indemnified Persons may seek indemnity. Failureby the Indemnified Persons to so notify the Member will not relieve the Member of itsobligations under this Agreement. Any claim against the Indemnified Persons will bedefended by the Member and the Indemnified Persons will be entitled to separate counsel, thefees and expenses of which will be paid by the Member.

(g)

Survival

. The indemnities contained in this

Section10.1

willsurvive the resignation, removal or termination of any Indemnified Person or the terminationof this Agreement.

ITEM 15.1. CAB West LLC

ArticleX of the Amended and Restated Limited Liability Company Agreement of CAB West LLCprovides as follows:

Section10.1

Liabilities; Indemnification

II-3

(a)

Indemnification by Holders for all Liabilities

Indemnified Persons

and each individually, an

Indemnified Person

) forall liabilities, obligations, losses, claims, damages, actions and suits, expenses and anyand all costs, expenses and disbursem*nts (including legal fees and expenses) of any kindand nature whatsoever (

Liabilities

) incurred in connection with the relatedSpecified Assets, including any Liabilities arising out of or incurred in connection withsuch Persons acceptance or performance of the duties contained in this Agreement otherthan, in each case, Liabilities incurred solely:

(i) by reason of such Persons willful malfeasance, bad faith or gross negligence; or

(ii) by reason of such Persons breach of its representations and warranties set forthin this Agreement.

(b)

Holders Liability Limited to Related Specified Interest

(c)

Indemnification by Member for State and Local Taxes

. Without limiting thegenerality of

Section10.1(a)

the Holders of each Series will defend and holdharmless the Indemnified Persons against all state and local taxes assessed on such Personsresulting from the location of the related Specified Assets.

(d)

Specified Assets Not Subject to Liabilities

. No claim for indemnificationpursuant to this

Section10.1

(e)

Indemnification Procedures

. The Indemnified Persons will notify theHolders of each Series, promptly of any claim for which such Indemnified Persons may seekindemnity pursuant to this

Section10.1

. Failure by the Indemnified Persons to sonotify such Holders will not relieve such Holder or Holders of its obligations under thisAgreement.

(f)

Notification; Defense of Claims

(g)

Survival

. The indemnities contained in this

Section10.1

willsurvive the resignation, removal or termination of any Indemnified Person or the terminationof this Agreement.

Section145 of the General Corporation Law of Delaware, 8 Del. C.§ 101 et seq., provides asfollows:

§ 145.Indemnification of officers, directors, employees and agents; insurance

(a) A corporation shall have power to indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (other than an actionby or in the right of the corporation) by reason of the fact that the person is or was adirector, officer, employee or agent of the corporation, or is or was serving at the requestof the corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, against expenses (includingattorneys fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by the person in connection with such action, suit or proceeding if the personacted in good faith and in a manner the person reasonably believed to be in or not opposedto the best interests of the corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe the persons conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat the

II-4

person did not act in good faith and in a manner which the person reasonably believedto be in or not opposed to the best interests of the corporation, and, with respect to anycriminal action or proceeding, had reasonable cause to believe that the persons conduct wasunlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by orin the right of the corporation to procure a judgment in its favor by reason of the factthat the person is or was a director, officer, employee or agent of the corporation, or isor was serving at the request of the corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust or other enterprise againstexpenses (including attorneys fees) actually and reasonably incurred by the person inconnection with the defense or settlement of such action or suit if the person acted in goodfaith and in a manner the person reasonably believed to be in or not opposed to the bestinterests of the corporation and except that no indemnification shall be made in respect ofany claim, issue or matter as to which such person shall have been adjudged to be liable tothe corporation unless and only to the extent that the Court of Chancery or the court inwhich such action or suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circ*mstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery orsuch other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation hasbeen successful on the merits or otherwise in defense of any action, suit or proceedingreferred to in subsections (a)and (b)of this section, or in defense of any claim, issue ormatter therein, such person shall be indemnified against expenses (including attorneysfees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a)and (b)of this section (unless orderedby a court) shall be made by the corporation only as authorized in the specific case upon adetermination that indemnification of the present or former director, officer, employee oragent is proper in the circ*mstances because the person has met the applicable standard ofconduct set forth in subsections (a)and (b)of this section. Such determination shall bemade, with respect to a person who is a director or officer at the time of suchdetermination, (1)by a majority vote of the directors who are not parties to such action,suit or proceeding, even though less than a quorum, or (2)by a committee of such directorsdesignated by majority vote of such directors, even though less than a quorum, or (3)ifthere are no such directors, or if such directors so direct, by independent legal counsel ina written opinion, or (4)by the stockholders.

(e) Expenses (including attorneys fees) incurred by an officer or director indefending any civil, criminal, administrative or investigative action, suit or proceedingmay be paid by the corporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of such director or officer torepay such amount if it shall ultimately be determined that such person is not entitled tobe indemnified by the corporation as authorized in this section. Such expenses (includingattorneys fees) incurred by former directors and officers or other employees and agents maybe so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuantto, the other subsections of this section shall not be deemed exclusive of any other rightsto which those seeking indemnification or advancement of expenses may be entitled under anybylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as toaction in such persons official capacity and as to action in another capacity while holdingsuch office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the corporation, or is or wasserving at the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise against anyliability asserted against such person and incurred by such person in any such capacity, orarising out of such persons status as such, whether or not the corporation would have thepower to indemnify such person against such liability under this section.

(h) For purposes of this section, references to the corporation shall include, inaddition to the resulting corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify its directors,officers, and employees or agents, so that any person who is or was a director, officer,employee or agent

II-5

of such constituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the same positionunder this section with respect to the resulting or surviving corporation as such personwould have with respect to such constituent corporation if its separate existence hadcontinued.

(i) For purposes of this section, references to other enterprises shall includeemployee benefit plans; references to fines shall include any excise taxes assessed on aperson with respect to any employee benefit plan; and references to serving at the requestof the corporation shall include any service as a director, officer, employee, or agent ofthe corporation which imposes duties on, or involves services by, such director, officer,employee, or agent with respect to an employee benefit plan, its participants orbeneficiaries; and a person who acted in good faith and in a manner such person reasonablybelieved to be in the interest of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in a manner not opposed to the best interests of thecorporation as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuantto, this section shall, unless otherwise provided when authorized or ratified, continue asto a person who has ceased to be a director, officer, employee or agent and shall inure tothe benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear anddetermine all actions for advancement of expenses or indemnification brought under thissection or under any bylaw, agreement, vote of stockholders or disinterested directors, orotherwise. The Court of Chancery may summarily determine a corporations obligation toadvance expenses (including attorneys fees).

Indemnification provisions of Section5 of ArticleNINTH of the Certificate of Incorporationof Ford Motor Company are applicable to directors, officers and employees of Ford Credit Auto LeaseTwo LLC, CAB East LLC and CAB West LLC who serve as such at the request of Ford Motor Company andprovide as follows:

5.1. Limitation on Liability of Directors.A director of the corporation shall not bepersonally liable to the corporation or its stockholders for monetary damages for breach offiduciary duty as a director, except for liability

(i) for any breach of the directors duty of loyalty to the corporation or itsstockholders,

(ii) for acts or omissions not in good faith or which involve intentionalmisconduct or a knowing violation of law,

(iii) under Section174 of the Delaware General Corporation Law, or

(iv) for any transaction from which the director derived an improper personalbenefit.

If the Delaware General Corporation Law is amended after approval by the stockholdersof this subsection 5.1 of ArticleNINTH to authorize corporate action further eliminating orlimiting the personal liability of directors, then the liability of a director of thecorporation shall be eliminated or limited to the fullest extent permitted by the DelawareGeneral Corporation Law, as so amended.

5.2. Effect of any Repeal or Modification of Subsection 5.1.Any repeal or modificationof subsection 5.1 of this ArticleNINTH by the stockholders of the corporation shall notadversely affect any right or protection of a director of the corporation existing at thetime of such repeal or modification.

5.3. Indemnification and Insurance.

5.3a. Right to Indemnification.Each person who was or is made a party or is threatenedto be made a party to or is involved in any action, suit or proceeding, whether civil,criminal, administrative, investigative or otherwise (hereinafter a proceeding), by reasonof the fact that he or she, or a person of whom he or she is the legal representative, is orwas a director, officer or employee of the corporation or is or was serving at the requestof the corporation as a director, officer or employee of another corporation or of apartnership, joint venture, trust or other enterprise, including service with respect toemployee benefit plans, whether the basis of such proceeding

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is alleged action in an official capacity as a director, officer or employee or in anyother capacity while serving as a director, officer or employee, shall be indemnified andheld harmless by the corporation to the fullest extent authorized by the Delaware GeneralCorporation Law, as the same exists or may hereafter be amended (but, in the case of anysuch amendment, only to the extent that such amendment permits the corporation to providebroader indemnification rights than said law permitted the corporation to provide prior tosuch amendment), against all expense, liability and loss (including penalties, fines,judgments, attorneys fees, amounts paid or to be paid in settlement and excise taxesimposed on fiduciaries with respect to (i)employee benefit plans, (ii)charitableorganizations or (iii)similar matters) reasonably incurred or suffered by such person inconnection therewith and such indemnification shall continue as to a person who has ceasedto be a director, officer or employee and shall inure to the benefit of his or her heirs,executors and administrators; provided, however, that the corporation shall indemnify anysuch person seeking indemnification in connection with a proceeding (or part thereof)initiated by such person (other than pursuant to subsection 5.3b of this ArticleNINTH) onlyif such proceeding (or part thereof) was authorized by the Board of Directors of thecorporation. The right to indemnification conferred in this subsection 5.3a of ArticleNINTHshall be a contract right and shall include the right to be paid by the corporation theexpenses incurred in defending any such proceeding in advance of its final disposition;provided, however, that, if the Delaware General Corporation Law requires, the payment ofsuch expenses incurred by a director or officer in his or her capacity as a director orofficer (and not in any other capacity in which service was or is rendered by such personwhile a director or officer, including, without limitation, service to an employee benefitplan) in advance of the final disposition of a proceeding shall be made only upon deliveryto the corporation of an undertaking, by or on behalf of such director or officer, to repayall amounts so advanced if it shall ultimately be determined that such director or officeris not entitled to be indemnified under this subsection 5.3a of ArticleNINTH or otherwise.

5.3b. Right of Claimant to Bring Suit.If a claim which the corporation is obligated topay under subsection 5.3a of this ArticleNINTH is not paid in full by the corporationwithin 60days after a written claim has been received by the corporation, the claimant mayat any time thereafter bring suit against the corporation to recover the unpaid amount ofthe claim and, if successful in whole or in part, the claimant shall be entitled to be paidalso the expense of prosecuting such claim. It shall be a defense to any such action (otherthan an action brought to enforce a claim for expenses incurred in defending any proceedingin advance of its final disposition where the required undertaking, if any is required, hasbeen tendered to the corporation) that the claimant has not met the standards of conductwhich make it permissible under the Delaware General Corporation Law for the corporation toindemnify the claimant for the amount claimed, but the burden of proving such defense shallbe on the corporation. Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel or its stockholders) to have made a determination priorto the commencement of such action that indemnification of the claimant is proper in thecirc*mstances because he or she has met the applicable standard of conduct set forth in theDelaware General Corporation Law, nor an actual determination by the corporation (includingits Board of Directors, independent legal counsel or its stockholders) that the claimant hasnot met such applicable standard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard of conduct.

5.3c. Miscellaneous.The provisions of this Section5.3 of ArticleNINTH shall coverclaims, actions, suits and proceedings, civil or criminal, whether now pending or hereaftercommenced, and shall be retroactive to cover acts or omissions or alleged acts or omissionswhich heretofore have taken place. If any part of this Section5.3 of ArticleNINTH shouldbe found to be invalid or ineffective in any proceeding, the validity and effect of theremaining provisions shall not be affected.

5.3d. Non-Exclusivity of Rights.The right to indemnification and the payment ofexpenses incurred in defending a proceeding in advance of its final disposition conferred inthis Section5.3 of ArticleNINTH shall not be exclusive of any other right which any personmay have or hereafter acquire under any statute, provision of the Certificate ofIncorporation, by-law, agreement, vote of stockholders or disinterested directors orotherwise.

5.3e. Insurance.The corporation may maintain insurance, at its expense, to protectit*elf and any director, officer, employee or agent of the corporation or anothercorporation, partnership, joint venture, trust or other enterprise against any such expense,liability or loss, whether or not the corporation would have the power to indemnify suchperson against such expense, liability or loss under the Delaware General Corporation Law.

5.3f. Indemnification of Agents of the Corporation.The corporation may, to the extentauthorized from time to time by the Board of Directors, grant rights to indemnification, andrights to be paid by the corporation the

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expenses incurred in defending any proceeding in advance of its final disposition, toany agent of the corporation to the fullest extent of the provisions of this Section5.3 ofArticleNINTH with respect to the indemnification and advancement of expenses of directors,officers and employees of the corporation.

Indemnification provisions of Article10 of the Limited Liability Agreement of Ford MotorCredit Company LLC are applicable to directors, officers and employees of Ford Credit Auto LeaseTwo LLC, CAB East LLC and CAB West LLC who serve as such at the request of Ford Motor CreditCompany LLC and provide as follows:

10.1 Limitation on Liability.The debts, obligations and liabilities of the Company,whether arising in contract, tort or otherwise, will be solely the debts, obligations andliabilities of the Company, and no Shareholder, Director or officer of the Company will beobligated personally for any such debt, obligation or liability of the Company solely byreason of being a Shareholder, Director and/or officer.

10.2 Directors Standard of Care.Each Director of the Company will be deemed to owe tothe Company and its Shareholders all of the fiduciary duties that a director of acorporation formed under the DGCL would owe to such corporation and its stockholders.Notwithstanding the previous sentence, however, a Director of the Company will not bepersonally liable to the Company or any Shareholder for monetary damages for breach offiduciary duty as a Director, except for liability for: (a)any breach of the Directorsduty of loyalty to the Company or its Shareholders; (b)any act or omission not in goodfaith or which involves intentional misconduct or a knowing violation of law; (c)voting foror consenting to a distribution to a Shareholder in violation of Section18-607 of the Act;or (d)any transaction from which the Director derived an improper personal benefit.

10.3 Indemnification of Directors, Officers, Employees and Agents.To the fullestextent permitted by law, the Company will indemnify and hold harmless each Shareholder,Director, or officer of the Company or any Affiliate of the Company (as defined below) andany officer, director, stockholder, partner, employee, representative or agent of any suchShareholder, Director or officer (each, a Covered Person) and each former Covered Personfrom and against any and all losses, claims, demands, liabilities, expenses, judgments,fines, settlements and other amounts (including any investigation, legal and otherreasonable expenses) arising from any and all claims, demands, actions, suits orproceedings, civil, criminal, administrative or investigative (Claims), in which theCovered Person or former Covered Person may be involved, or threatened to be involved, as aparty or otherwise, by reason of its management of the affairs of the Company or thatrelates to or arises out of the Company or its formation, operation, dissolution ortermination or its property, business or affairs. The Company may indemnify any employee,representative or agent of the Company when, as and if determined by the Board of Directors,to the same extent as provided to Covered Persons pursuant to this Section10.3. A CoveredPerson or former Covered Person will not be entitled to indemnification under this Section10.3 with respect to (a)any Claim that a court of competent jurisdiction has determinedresults from (i)any breach of such Covered Persons duty of loyalty to the Company or itsShareholders, (ii)any act or omission not in good faith or which involves intentionalmisconduct or a knowing violation of law, (iii)voting for or consenting to a distributionto a Shareholder in violation of Section18-607 of the Act, or (iv)any transaction fromwhich such Covered Person derived an improper personal benefit or (b)any Claim initiated bysuch Covered Person unless such Claim (or part thereof) (i)was brought to enforce suchCovered Persons rights to indemnification under this Agreement or (ii)was authorized orconsented to by the Board. For purposes of this Section10.3, Affiliate of the Companymeans any person or entity controlling, controlled by or under common control with theCompany. For the purposes of this definition, control of a person or entity means thepower to direct the management and policies of such person or entity, directly orindirectly, whether through the ownership of voting securities, by contract or otherwise.

10.4 Survival.The indemnities under this Article10 will survive dissolution ortermination of the Company.

10.5 Claim Against Company.Each Covered Person or former Covered Person will have aclaim against the property and assets of the Company for payment of any indemnity amountsdue under this Agreement, which amounts will be paid or properly reserved for prior to themaking of distributions by the Company to Shareholders.

10.6 Advancement of Expenses.Expenses incurred by a Covered Person or former CoveredPerson in defending any Claim will be paid by the Company in advance of the finaldisposition of such Claim upon receipt by the Company of an undertaking by or on behalf ofsuch Covered Person or former Covered Person to repay

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such amount if it is ultimately determined that such Covered Person or former CoveredPerson is not entitled to be indemnified by the Company as authorized by this Article10.

10.7 Repeal or Modification.Any repeal or modification of this Article10 will notadversely affect any rights of such Covered Person or former Covered Person pursuant to thisArticle10, including the right to indemnification and to the advancement of expenses of aCovered Person or former Covered Person existing at the time of such repeal or modificationwith respect to any acts or omissions occurring prior to such repeal or modification.

10.8 Rights Not Exclusive.The rights to indemnification and to the advancement ofexpenses conferred in this Article10 will not be exclusive of any other right that anyperson may have or hereafter acquire under any statute, agreement, vote of the Directors orotherwise.

10.9 Insurance.The Company may maintain insurance, at its expense, to protect itselfand any Director, officer, employee or agent of the Company or another limited liabilitycompany, corporation, partnership, joint venture, trust or other enterprise against anyexpense, liability or loss, whether or not the Company would have the power to indemnifysuch person against such expense, liability or loss under thisAgreement or the Act.

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ITEM 16. Exhibits.

(A)Exhibits:


Exhibits		Description

	1.1	Form of Underwriting Agreement for the Notes.*

	4.1	Form of Indenture between the Trust and the Indenture Trustee (including forms of Notes.)*

	4.2	Form of Amended and Restated Trust Agreement between the Depositor and the Owner Trustee.*

	4.3	Amended and Restated Credit and Security Agreement among the Borrowers, the AdministrativeAgent, the Collateral Agent, the Lender and the Servicer.*

	4.4	Form of Exchange Note Supplement among the Borrowers, the Administrative Agent, theCollateral Agent, the Lender and the Servicer.*

	5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.*

	8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*

	10.1	Form of Interest Rate Hedge between the Trust and the Hedge Counterparty.*

	10.2	Form of First-Tier Sale Agreement between the Seller and Depositor.*

	10.3	Form of Second-Tier Sale Agreement between the Depositor and the Trust.*

	10.4	Amended and Restated Servicing Agreement among the Servicer, the Lender, the Holders ofthe Collateral Specified Interest Certificates and the Collateral Agent.*

	10.5	Form of Supplement to the Amended and Restated Servicing Agreement among the Servicer, theLender, the Holders of the Collateral Specified Interest Certificates and the CollateralAgent.*

	23.1	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit5.1).*

	23.2	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit8.1).*

	24.1	Powers of Attorney with respect to signatories for Ford Credit Auto Lease Two LLC.**

	24.2	Powers of Attorney with respect to signatories for CAB East LLC.**

	24.3	Powers of Attorney with respect to signatories for CAB West LLC.**

	25.1	FormT-1 Statement of Eligibility under the Trust Indenture Act of 1939.*

	99.1	Form of Administration Agreement among the Trust, the Indenture Administrator and theIndenture Trustee.*

	99.2	Amended and Restated Administration Agreement of HTD Leasing LLC.*

	99.3	Intercreditor Agreement among the Titling Company Administrator, the Interest Holders, theTitling Companies, the Multiple-Use SPVs, the 2004-A Indenture Trustee and the other personsbecoming party thereto from time to time pursuant to a Joinder Agreement.*

	99.4	Form of Collateral Account Control Agreement between the Trust and the Indenture Trustee.*

	99.5	Form of Titling Company Control Agreement between the Borrowers and the Indenture Trustee.*


*		Filed herewith.


**		Incorporated by reference to Registration Statement of the Co-Registrants on Form S-3 (Reg.Nos. 333-173928, 333-173928-01 and 333-173928-02) filed on May4, 2011.

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ITEM 17. Undertakings.

(a)Each undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effectiveamendment to this registration statement:

(i)To include any prospectus required by Section10(a)(3) of the Securities Act of1933;

(ii)To reflect in the prospectus any facts or events arising after the effectivedate of the registration statement (or the most recent post-effective amendmentthereof) which, individually or in the aggregate, represent a fundamental change inthe information set forth in the registration statement. Notwithstanding theforegoing, any increase or decrease in volume of securities offered (if the totaldollar value of securities offered would not exceed that which was registered) andany deviation from the low or high end of the estimated maximum offering range maybe reflected in the form of prospectus filed with the Commission pursuant to Rule424(b) if, in the aggregate, the changes in volume and price represent no more than20percent change in the maximum aggregate offering price set forth in theCalculation of Registration Fee table in the effective registration statement;

(iii)To include any material information with respect to the plan of distributionnot previously disclosed in the registration statement or any material change tosuch information in the registration statement;

Provided, however, that:

	(A)		[Not applicable].

	(B)		Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not applyif the registration statement is on Form S-3 (§ 239.13) or Form F-3 (§ 239.33)and the information required to be included in a post-effective amendment bythose paragraphs is contained in reports filed with or furnished to theCommission by the registrant pursuant to Section13 or Section 15(d) of theSecurities Exchange Act of 1934 that are incorporated by reference in theregistration statement, or is contained in a form of prospectus filed pursuantto Rule 424(b) that is part of the registration statement.

	(C)		Provided further, however, that paragraphs (a)(1)(i) and(a)(1)(ii) do not apply if the registration statement is for an offering ofasset-backed securities on FormS1 (§ 239.11) or FormS3 (§ 239.13), andthe information required to be included in a post-effective amendment isprovided pursuant to Item 1100(c) of RegulationAB (§ 229.1100(c)).

(2)That, for the purpose of determining any liability under the Securities Act of 1933,each such post-effective amendment shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that timeshall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securitiesbeing registered which remain unsold at the termination of the offering.

(4) [Not applicable]

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(5)That, for the purpose of determining liability under the Securities Act of 1933 to anypurchaser:

(i)If the registrant is relying on Rule430B (§ 230.430B):

(A)Each prospectus filed by the registrant pursuant to Rule424(b)(3) (§230.424(b)(3)) shall be deemed to be part of the registration statement asof the date the filed prospectus was deemed part of and included in theregistration statement; and

(B)Each prospectus required to be filed pursuant to Rule424(b)(2), (b)(5)or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)) as part of a registrationstatement in reliance on Rule430B relating to an offering made pursuant toRule415(a)(1)(i), (vii)or (x) (§ 230.415(a)(1)(i), (vii)or (x)) for thepurpose of providing the information required by Section 10(a) of theSecurities Act of 1933 shall be deemed to be part of and included in theregistration statement as of the earlier of the date such form of prospectusis first used after effectiveness or the date of the first contract of saleof securities in the offering described in the prospectus. As provided inRule430B, for liability purposes of the issuer and any person that is atthat date an underwriter, such date shall be deemed to be a new effectivedate of the registration statement relating to the securities in theregistration statement to which the prospectus relates, and the offering ofsuch securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however, that no statement made in aregistration statement or prospectus that is part of the registrationstatement or made in a document incorporated or deemed incorporated byreference into the registration statement or prospectus that is part of theregistration statement will, as to a purchaser with a time of contract ofsale prior to such effective date, supersede or modify any statement thatwas made in the registration statement or prospectus that was part of theregistration statement or made in any such document immediately prior tosuch effective date; or

(ii)If the registrant is subject to Rule430C (§ 230.430C), each prospectus filedpursuant to Rule 424(b) as part of a registration statement relating to an offering,other than registration statements relying on Rule430B or other than prospectusesfiled in reliance on Rule430A (§ 230.430A), shall be deemed to be part of andincluded in the registration statement as of the date it is first used aftereffectiveness.Provided,however, that no statement made in a registration statementor prospectus that is part of the registration statement or made in a documentincorporated or deemed incorporated by reference into the registration statement orprospectus that is part of the registration statement will, as to a purchaser with atime of contract of sale prior to such first use, supersede or modify any statementthat was made in the registration statement or prospectus that was part of theregistration statement or made in any such document immediately prior to such dateof first use.

(6)That, for the purpose of determining liability of the registrant under the SecuritiesAct of 1933 to any purchaser in the initial distribution of the securities, the undersignedregistrant undertakes that in a primary offering of securities of the undersigned registrantpursuant to this registration statement, regardless of the underwriting method used to sellthe securities to the purchaser, if the securities are offered or sold to such purchaser bymeans of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relatingto the offering required to be filed pursuant to Rule424 (§ 230.424);

(ii)Any free writing prospectus relating to the offering prepared by or on behalfof the undersigned registrant or used or referred to by the undersigned registrant;

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(iii)The portion of any other free writing prospectus relating to the offeringcontaining material information about the undersigned registrant or its securitiesprovided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by theundersigned registrant to the purchaser.

(b)		Each undersigned co-registrant hereby undertakes that, for purposes of determining anyliability under the Securities Act of 1933, each filing of such co-registrants annual reportpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, whereapplicable, each filing of an employee benefit plans annual report pursuant to Section 15(d)of the Securities Exchange Act of 1934) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securitiesoffered therein, and the offering of such securities at that time shall be deemed to be theinitialbona fideoffering thereof.

(c)		[Not applicable]

(d)		[Not applicable]

(e)		[Not applicable]

(f)		[Not applicable]

(g)		[Not applicable]

(h)		Insofar as indemnification for liabilities arising under the Securities Act of 1933 may bepermitted to directors, officers and controlling persons of each co-registrant pursuant to theforegoing provisions, or otherwise, each co-registrant has been advised that in the opinion ofthe Securities and Exchange Commission such indemnification is against public policy asexpressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the co-registrants ofexpenses incurred or paid by a director, officer or controlling person of the co-registrant inthe successful defense of any action, suit or proceeding) is asserted by such director,officer or controlling person in connection with the securities being registered, theco-registrants will, unless in the opinion of its counsel the matter has been settled bycontrolling precedent, submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Act and will be governed bythe final adjudication of such issue.

(i)		Each undersigned co-registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act of 1933, theinformation omitted from the form of prospectus filed as part of this registration statementin reliance upon Rule430A and contained in a form of prospectus filed by the registrantpursuant to Rule 424(b) (1)or (4)or 497(h) under the Securities Act shall be deemed to bepart of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act of 1933, eachpost-effective amendment that contains a form of prospectus shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof.

(j)

Each undersigned co-registrant hereby undertakes to file an application for the purpose ofdetermining the eligibility of the trustee to act under subsection (a)of Section310 of theTrust Indenture Act in accordance with the rules and regulations prescribed by the Commissionunder Section305(b)(2) of the Act.

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(k)		Each undersigned co-registrant hereby undertakes that, for purposes of determining anyliability under the Securities Act of 1933, each filing of the annual report pursuant tosection 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that isincorporated by reference in the registration statement in accordance with Item1100(c)(1) ofRegulationAB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that timeshall be deemed to be the initialbona fideoffering thereof.


(l)		Each undersigned co-registrant hereby undertakes that, except as otherwise provided by Item1105 of RegulationAB (17 CFR 229.1105), information provided in response to that Itempursuant to Rule312 of RegulationS-T (17 CFR 232.312) through the specified Internet addressin the prospectus is deemed to be a part of the prospectus included in the registrationstatement. In addition, each undersigned co-registrant hereby undertakes to provide to anyperson without charge, upon request, a copy of the information provided in response to Item1105 of RegulationAB pursuant to Rule312 of RegulationS-T through the specified Internetaddress as of the date of the prospectus included in the registration statement if asubsequent update or change is made to the information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant Ford Credit AutoLease Two LLC certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3, and has duly caused this Amendment No.1 to RegistrationStatement to be signed on its behalf by the undersigned, thereunto duly authorized officer, in theCity of Dearborn, State of Michigan on June9, 2011.


	FORD CREDIT AUTO LEASE TWO LLC (Registrant)
	By:	/s/Scott D. Krohn
		(Scott D. Krohn,
		Chairman of the Board of Managers of Ford Credit Auto Lease Two LLC)

Pursuant to the requirements of the Securities Act of 1933, this Amendment No.1 toRegistration Statement has been signed by the following managers of FORD CREDIT AUTO LEASE TWO LLCin the capacities and on the date indicated.


Signature	Title	Date
/s/Scott D. Krohn* (Scott D. Krohn)	Chairman of the Board of Managersand President (principal executive officer)	June 9, 2011
/s/Michael L. Seneski*(Michael L. Seneski )	Chief Financial Officerand Treasurer (principal financial officer)	June 9, 2011
/s/Jane L. Carnarvon*(Jane L. Carnarvon)	Manager and Controller (principal accounting officer)	June 9, 2011
/s/Susan J. Thomas(Susan J. Thomas)	Manager and Secretary	June 9, 2011


*By:	/s/Susan J. Thomas
	(Susan J. Thomas, Attorney In Fact)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant CAB East LLCcertifies that it has reasonable grounds to believe that it meets all of the requirements forfiling on Form S-3, and has duly caused this Amendment No.1 to Registration Statement to be signedon its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, Stateof Michigan on June9, 2011.


	CAB EAST LLC (Registrant)
	By:	/s/Scott D. Krohn
		(Scott D. Krohn,
		Chairman of the Board of Managersof CAB East LLC)

Pursuant to the requirements of the Securities Act of 1933, this Amendment No.1 toRegistration Statement has been signed by the following managers of CAB EAST LLC in the capacitiesand on the date indicated.


Signature	Title	Date
/s/Scott D. Krohn*(Scott D. Krohn)	Chairman of the Board of Managersand President (principal executive officer)	June 9, 2011
/s/Michael L. Seneski*(Michael L. Seneski )	Chief Financial Officerand Treasurer(principal financial officer)	June 9, 2011
/s/Jane L. Carnarvon*(Jane L. Carnarvon)	Manager and Controller (principal accounting officer)	June 9, 2011
/s/Susan J. Thomas(Susan J. Thomas)	Manager and Secretary	June 9, 2011


*By:	/s/Susan J. Thomas
	(Susan J. Thomas, Attorney In Fact)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant CAB West LLCcertifies that it has reasonable grounds to believe that it meets all of the requirements forfiling on Form S-3, and has duly caused this Amendment No.1 to Registration Statement to be signedon its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, Stateof Michigan on June9, 2011.


	CAB WEST LLC (Registrant)
	By:	/s/Scott D. Krohn
		(Scott D. Krohn,
		Chairman of the Board of Managersof CAB West LLC)

Pursuant to the requirements of the Securities Act of 1933, this Amendment No.1 toRegistration Statement has been signed by the following managers of CAB WEST LLC in the capacitiesand on the date indicated.


Signature	Title	Date
/s/Scott D. Krohn*(Scott D. Krohn)	Chairman of the Board of Managersand President (principal executive officer)	June 9, 2011
/s/Michael L. Seneski*(Michael L. Seneski )	Chief Financial Officerand Treasurer (principal financial officer)	June 9, 2011
/s/Jane L. Carnarvon*(Jane L. Carnarvon)	Manager and Controller (principal accounting officer)	June 9, 2011
/s/Susan J. Thomas(Susan J. Thomas)	Manager and Secretary	June 9, 2011


*By:	/s/Susan J. Thomas
	(Susan J. Thomas, Attorney In Fact)

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EXHIBIT INDEX


Exhibits		Description

	1.1	Form of Underwriting Agreement for the Notes.*

	4.1	Form of Indenture between the Trust and the Indenture Trustee (including forms of Notes.)*

	4.2	Form of Amended and Restated Trust Agreement between the Depositor and the Owner Trustee.*

	4.3	Amended and Restated Credit and Security Agreement among the Borrowers, the AdministrativeAgent, the Collateral Agent, the Lender and the Servicer.*

	4.4	Form of Exchange Note Supplement among the Borrowers, the Administrative Agent, theCollateral Agent, the Lender and the Servicer.*

	5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.*

	8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*

	10.1	Form of Interest Rate Hedge between the Trust and the Hedge Counterparty.*

	10.2	Form of First-Tier Sale Agreement between the Seller and Depositor.*

	10.3	Form of Second-Tier Sale Agreement between the Depositor and the Trust.*

	10.4	Amended and Restated Servicing Agreement among the Servicer, the Lender, the Holders ofthe Collateral Specified Interest Certificates and the Collateral Agent.*

	10.5	Form of Supplement to the Amended and Restated Servicing Agreement among the Servicer, theLender, the Holders of the Collateral Specified Interest Certificates and the CollateralAgent.*

	23.1	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit5.1).*

	23.2	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit8.1).*

	24.1	Powers of Attorney with respect to signatories for Ford Credit Auto Lease Two LLC.**

	24.2	Powers of Attorney with respect to signatories for CAB East LLC.**

	24.3	Powers of Attorney with respect to signatories for CAB West LLC.**

	25.1	FormT-1 Statement of Eligibility under the Trust Indenture Act of 1939.*

	99.1	Form of Administration Agreement among the Trust, the Indenture Administrator and theIndenture Trustee.*

	99.2	Amended and Restated Administration Agreement of HTD Leasing LLC.*

	99.3	Intercreditor Agreement among the Titling Company Administrator, the Interest Holders, theTitling Companies, the Multiple-Use SPVs, the 2004-A Indenture Trustee and the other personsbecoming party thereto from time to time pursuant to a Joinder Agreement.*

	99.4	Form of Collateral Account Control Agreement between the Trust and the Indenture Trustee.*

	99.5	Form of Titling Company Control Agreement between the Borrowers and the Indenture Trustee.*


*		Filed herewith.

**		Incorporated by reference to Registration Statement of the Co-Registrants on Form S-3 (Reg.Nos. 333-173928, 333-173928-01 and 333-173928-02) filed on May4, 2011.