Exhibit 4.1


Execution Version


 


 






 


FOURTH AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT


 


among


 


CAB EAST LLC and

CAB WEST LLC,

as Borrowers,


 


U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent,


 


HTD LEASING LLC,

as Collateral Agent,


 


and


 


FORD MOTOR CREDIT COMPANY LLC,

as Lender and as Servicer


 


Dated as of July 22, 2005

as amended and restated as of June 4, 2021


 





 



 




     


     


    

 


	TABLE OF CONTENTS
	 	 
	ARTICLE I USAGE AND DEFINITIONS	1





	 	Section 1.1.	Usage and Definitions	1



 


	ARTICLE II REVOLVING FACILITY	1






	 	Section 2.1.	Revolving Facility Advances	1
	 	Section 2.2.	Recording of Revolving Facility Balance	2
	 	Section 2.3.	Optional Termination of Revolving Period	2
	 	Section 2.4.	Extension of Facility Termination Date	2
	 	Section 2.5.	Facility Amount Increases and Decreases	2
	 	Section 2.6.	Rate Increases and Decreases	2
	 	Section 2.7.	Payments on Revolving Facility	3
	 	Section 2.8.	Appointment of Borrower's Agent	3


 


	ARTICLE III APPOINTMENT OF COLLATERAL AGENT; GRANT OF SECURITY	3





	 	Section 3.1.	Appointment of Collateral Agent	3
	 	Section 3.2.	Grant of Security	4
	 	Section 3.3.	Release of Borrower Collateral	4


 


	ARTICLE IV EXCHANGE NOTES	5





	 	Section 4.1.	Exchange Notes	5
	 	Section 4.2.	Issuance of Exchange Notes	5
	 	Section 4.3.	Exchange Note Register	7
	 	Section 4.4.	Registration of Transfer	7
	 	Section 4.5.	Mutilated, Destroyed, Lost or Stolen Exchange Notes	9
	 	Section 4.6.	Persons Deemed Owners	10
	 	Section 4.7.	Payments on Exchange Notes	10
	 	Section 4.8.	Cancellation of Exchange Notes	11
	 	Section 4.9.	Acceptance of Agreement by Exchange Noteholders	11


 


	ARTICLE V BORROWER'S COVENANTS, REPRESENTATIONS AND WARRANTIES	11





	 	Section 5.1.	Payment of Principal and Interest	11
	 	Section 5.2.	Maintenance of Office or Agency	12
	 	Section 5.3.	Existence; Licenses	12
	 	Section 5.4.	Protection of Borrower Collateral	12
	 	Section 5.5.	Performance of Obligations	13
	 	Section 5.6.	Negative Covenants	13
	 	Section 5.7.	Opinions on Borrower Collateral	14
	 	Section 5.8.	Merger and Consolidation; Transfer of Assets	14
	 	Section 5.9.	Successor or Transferee	15
	 	Section 5.10.	No Other Activities	15
	 	Section 5.11.	Further Acts and Documents	15
	 	Section 5.12.	Restricted Payments	15
	 	Section 5.13.	Notice of Defaults	15
	 	Section 5.14.	Review of Borrowers' Records	16
	 	Section 5.15.	Insurance Policies	16



 






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	 	Section 5.16.	Borrower's Authorized and Responsible Persons	16
	 	Section 5.17.	Borrowers' Representations and Warranties	16
	 	Section 5.18.	Borrowers' Representations and Warranties about Security Interest	17


 


	ARTICLE VI EVENTS OF DEFAULT; REMEDIES	18





	 	Section 6.1.	Facility Events of Default	18
	 	Section 6.2.	Acceleration of Revolving Facility; Rescission	19
	 	Section 6.3.	Revolving Facility Remedies	19
	 	Section 6.4.	Exchange Note Events of Default	20
	 	Section 6.5.	Acceleration of Exchange Note; Rescission	21
	 	Section 6.6.	Exchange Note Remedies	21
	 	Section 6.7.	Rights and Remedies Cumulative	22
	 	Section 6.8.	Delay or Omission Not a Waiver	22
	 	Section 6.9.	Waiver of Defaults	22


 


	ARTICLE VII CREDITORS' RELATIONS	23





	 	Section 7.1.	Allocation of Collections	23
	 	Section 7.2.	Distribution of Collections on Revolving Facility Pool	23
	 	Section 7.3.	Distribution of Collections on Reference Pools	24
	 	Section 7.4.	Distribution of Collections Following Facility Event of Default	24
	 	Section 7.5.	Priorities Following Liquidation	25


 


	ARTICLE VIII COLLATERAL AGENT; ADMINISTRATIVE AGENT	25





	 	Section 8.1.	Obligations of Collateral Agent	25
	 	Section 8.2.	Administrative Agent's Obligations	26
	 	Section 8.3.	Administrative Agent's Rights	28
	 	Section 8.4.	Administrative Agent's Individual Rights	29
	 	Section 8.5.	Administrative Agent's Disclaimer	29
	 	Section 8.6.	Compensation and Indemnity	29
	 	Section 8.7.	Resignation or Removal of Administrative Agent	30
	 	Section 8.8.	Merger or Consolidation; Transfer of Assets	31
	 	Section 8.9.	Eligibility	31
	 	Section 8.10.	Review of Records	31
	 	Section 8.11.	Collateral Agent's Representations and Warranties	32
	 	Section 8.12.	Administrative Agent's Representations and Warranties	33
	 	Section 8.13.	Dissolution of Collateral Agent	33


 


	ARTICLE IX OTHER AGREEMENTS	34





	 	Section 9.1.	Compliance Certificates and Opinions	34
	 	Section 9.2.	No Petition	34
	 	Section 9.3.	Borrowers' Obligation Only	34
	 	Section 9.4.	Limited Recourse; Subordination of Claims	34
	 	Section 9.5.	Obligations of Collateral Agent and Administrative Agent	35



 


	ARTICLE X MISCELLANEOUS	36





	 	Section 10.1.	Amendments	36
	 	Section 10.2.	Benefit of Agreement	37
	 	Section 10.3.	Notices	37
	 	Section 10.4.	GOVERNING LAW	38



 



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	 	Section 10.5.	Submission to Jurisdiction	38
	 	Section 10.6.	WAIVER OF JURY TRIAL	38
	 	Section 10.7.	No Waiver; Remedies	38
	 	Section 10.8.	Severability	38
	 	Section 10.9.	Headings	38
	 	Section 10.10.	Counterparts	39



 


	Schedule A	–	Notice Addresses	SA-1
	Appendix A	–	Usage and Definitions	AA-1






	Exhibit A	–	Form of Exchange Note	EA-1
	Exhibit B	–	Form of Transferee Representation Letter	EB-1


 






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This FOURTH AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT, dated as of July 22, 2005, as amended and restated as of June 4, 2021 (this "Agreement"), is among
CAB EAST LLC, a Delaware limited liability company, and CAB WEST LLC, a Delaware limited liability company, as Borrowers, FORD MOTOR
CREDIT COMPANY LLC, a Delaware limited liability company, as Lender and as Servicer, U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as Administrative Agent and not in its individual capacity, and HTD LEASING LLC, a Delaware limited liability company, as
Collateral Agent.


 


BACKGROUND


 


CAB East Holdings, LLC is the sole Member of and
the holder of the Collateral Specified Interest in CAB East, which represents the entire limited liability company interest in certain
motor vehicle leases and leased vehicles acquired by CAB East. CAB West Holdings, LLC is the sole Member of and the holder of the Collateral
Specified Interest in CAB West, which represents the entire limited liability company interest in certain motor vehicle leases and leased
vehicles acquired by CAB West.


 


The Borrowers, the Lender, the Servicer, the Administrative
Agent and the Collateral Agent entered into the Credit and Security Agreement, dated as of July 22, 2005, as amended and restated
on December 1, 2006, as further amended and restated on December 1, 2015 and September 1, 2019 (the "Existing
Agreement"), to establish a revolving credit facility and other arrangements to finance the purchase by each Borrower of motor
vehicle leases and leased vehicles to be allocated to the related Collateral Specified Interest.


 


The parties to this Agreement intend to amend
and restate the Existing Agreement on the terms and conditions in this Agreement.


 


The parties agree as follows:


 


ARTICLE I

USAGE AND DEFINITIONS


 


Section 1.1.         Usage
and Definitions. Capitalized terms used but not defined in this Agreement or in Appendix 1 to any Exchange Note Supplement delivered
under this Agreement are defined in Appendix A. Appendix A also contains usage rules that apply to this Agreement. Appendix A is
incorporated by reference into this Agreement.


 


ARTICLE II

REVOLVING FACILITY


 


Section 2.1.         Revolving
Facility Advances.


 


(a)            Advances.
On any Business Day during the Revolving Period, the Lender will make advances ("Advances") to the Borrowers on a revolving
basis on the terms and conditions in this Agreement. No Advance will be made to the extent that, after the Advance, the Revolving Facility
Balance would exceed either the Facility Amount or the Borrowing Base.


 






    


    


    

 


(b)           Use
of Proceeds. The proceeds of each Advance will be used by the Borrowers to purchase one or more Leases and related Leased Vehicles,
which must be allocated to the Collateral Specified Interest of the applicable Borrower.


 


(c)            Payment
of Advances. The Lender will make available to the Borrowers each Advance by payment or deposit of the Advance at the direction of
the Servicer (which may include payment directly to the Dealer originating the Lease and Leased Vehicle purchased with the Advance).


 


Section 2.2.         Recording
of Revolving Facility Balance. The Lender and the Servicer will maintain a record of the Revolving Facility Balance. On request of
the Lender or the Borrowers, the Servicer will provide to the Administrative Agent a report (which may be included in a Revolving Facility
Pool Report) stating the Revolving Facility Balance as of the end of the prior Collection Period. The Administrative Agent will maintain
a record of the Revolving Facility Balance based on the Servicer's reports. Any failure by the Administrative Agent to record, or an
error in recording, the Revolving Facility Balance will not affect the obligations of the Borrowers under the Revolving Facility or the
Advances.


 


Section 2.3.         Optional
Termination of Revolving Period. The Lender, in its sole discretion, may terminate the Revolving Period by notifying the Borrowers
and the Administrative Agent at least 30 days in advance. The Borrowers may terminate the Revolving Period by giving at least 30 days'
notice to the Lender and the Administrative Agent.


 


Section 2.4.         Extension
of Facility Termination Date. The Facility Termination Date will automatically extend to December 31 of the following year unless
the Lender notifies the Borrowers and the Administrative Agent at least 90 days before the Facility Termination Date then in effect that
the Facility Termination Date will not be extended.


 


Section 2.5.         Facility
Amount Increases and Decreases. At the request of the Borrowers, the Lender, in its sole discretion, may increase the Facility Amount
by notifying the Borrowers and the Administrative Agent of the new Facility Amount. The Lender, in its sole discretion, may reduce the
Facility Amount to an amount not less than the Revolving Facility Balance by notifying the Borrowers and the Administrative Agent at
least 30 days in advance. The Borrowers, in their sole discretion, may decrease the Facility Amount to an amount not less than the Revolving
Facility Balance by notifying the Lender and the Administrative Agent of the new Facility Amount.


 


Section 2.6.         Rate
Increases and Decreases.


 


(a)            Advance
Rate. The Advance Rate may be increased or decreased by agreement of the Borrowers and the Lender.


 


(b)            Revolving
Facility Interest Rate. The Margin may be increased or decreased by the Lender annually by notifying the Borrowers at least five
Business Days before the first day of each year. The revised Margin will apply to all Advances, including outstanding Advances, starting
on the first day of the next year.


 






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Section 2.7.         Payments
on Revolving Facility.


 


(a)            Interest
Accrual. The Revolving Facility will accrue interest for each Interest Period until the Revolving Facility Balance has been paid
in full at a rate per annum equal to the Revolving Facility Interest Rate for that Interest Period. The Lender will calculate the Revolving
Facility Interest Rate for each Payment Date and the related Interest Period and the Revolving Facility Interest Payment Amount. The
determination of the Revolving Facility Interest Rate by the Lender, in the absence of manifest error, will be conclusive and binding
on the Borrowers. Accrued and unpaid interest for each Interest Period will be payable in arrears on the related Payment Date and on
the Facility Termination Date.


 


(b)            Principal.
The Revolving Facility Balance will be payable in installments on each Payment Date according to Section 7.2. On each Payment Date,
a mandatory payment will be due in an amount equal to the excess of (i) the Borrowing Base on the first day of the related Collection
Period over (ii) the Borrowing Base as of the close of business on the last day of the related Collection Period (the "Revolving
Facility Principal Payment Amount"). The entire Revolving Facility Balance will be due and payable on the Facility Termination
Date.


 


(c)            Payment
of Interest and Principal. Amounts to be paid by the Borrowers to the Lender under this Agreement will be paid by deposit in an account
designated by the Lender on each Payment Date.


 


(d)            Joint
and Several Obligation. The payment of interest on and principal of the Revolving Facility Balance will be the joint and several
obligation of the Borrowers.


 


Section 2.8.         Appointment
of Borrower's Agent. The Borrowers appoint the Servicer (but only for so long as Ford Credit is the Servicer, for clause (a) below)
as their agent to: (a) determine the amount of each Advance, (b) arrange for payment by the Borrowers of the Secured Obligations,
(c) cause the payment of interest on and principal of the Revolving Facility Balance and (d) execute on behalf of the Borrowers
and deliver to the Lender, notices, requests or directions under this Agreement. The Borrowers agree that (i) the Borrowers will
be bound by actions of the Servicer taken under this Section 2.8, (ii) the Lender, the Collateral Agent and the Administrative
Agent are authorized to accept payments, notices, requests or directions from the Servicer on behalf of the Borrowers and (iii) the
execution and delivery by the Servicer to the Lender, the Collateral Agent or the Administrative Agent of a notice, request or direction
or the taking by the Servicer of any other action described in this Section 2.8 will be conclusive evidence of the Servicer's authority
to execute and deliver any document or take the action on behalf of the Borrowers under this Agreement.


 


 


 


ARTICLE III

APPOINTMENT OF COLLATERAL AGENT;

GRANT OF SECURITY


 


Section 3.1.         Appointment
of Collateral Agent. The Lender appoints HTD as Collateral Agent under this Agreement for the benefit of the Secured Parties. HTD
accepts the appointment and agrees to perform the obligations of the Collateral Agent under this Agreement.


 






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Section 3.2.         Grant
of Security.


 


(a)            Grant.
On the Closing Date, each Borrower Granted to HTD, as Collateral Agent for the benefit of the Secured Parties, all of the Borrower's
right, title and interest in, to and under, whether now owned or later acquired, the Borrower Collateral. The Grant is made to secure
(i) the payment of interest on, principal of and any other amounts owing on the Revolving Facility Balance and the Exchange Notes
as stated in this Agreement and the Exchange Note Supplements and (ii) compliance by the Borrowers with this Agreement for the benefit
of the Secured Parties (together, the "Secured Obligations").


 


(b)            Acknowledgement
of Grant. The Collateral Agent acknowledges the Grant and agrees to perform its obligations under this Agreement and the Exchange
Note Supplements so that the interests of the Secured Parties may be adequately and effectively protected.


 


Section 3.3.         Release
of Borrower Collateral.


 


(a)            Release.
The Collateral Agent may, and when required by this Agreement will, release property from the Lien Granted under Section 3.2, in
each case, according to this Agreement. Unless otherwise stated in this Section 3.3, the Collateral Agent will only release property
from the Lien Granted under Section 3.2 on receipt of an Officer's Certificate and an Opinion of Counsel stating that all conditions
in this Agreement for the release have been satisfied.


 


(b)            Release
of Leased Vehicles on Sale. The Collateral Agent will be deemed to have released, and does release, any Liens and its other rights,
title and interests in, to and under a Leased Vehicle (and all proceeds of the Leased Vehicle and the rights of the related Borrower
and/or Ford Credit (individually or as Servicer) under a contract or agreement for the sale or other disposition of the Leased Vehicle
(including for the realization of the proceeds of each insurance policy on or covering the Leased Vehicle)) sold according to Section 4.2
of the Servicing Agreement, effective immediately before the sale or other disposition of the Leased Vehicle and without further action
of the parties.


 


(c)            Release
of Charged-Off Leases and Leased Vehicles on Sale. The Collateral Agent will be deemed to have released, and does release, any Liens
and its other rights, title and interests in, to and under a Lease and Leased Vehicle (but not the proceeds of the sale or disposition
of the Lease and Leased Vehicle) sold by the related Borrower according to Section 3.3(g) of the Servicing Agreement, effective
immediately before the sale of the Lease and Leased Vehicle and without further action of the parties.


 


(d)            Not
Obligated to Verify. No party relying on a document executed by the Collateral Agent under this Section 3.3 is required to verify
the Collateral Agent's authority, inquire into the satisfaction of any conditions or require evidence of the distribution of any funds.


 


(e)            Release
on Satisfaction of Secured Obligations. When the Secured Obligations and any amounts due to the Administrative Agent under Section 8.6
have been paid in full, the Collateral Agent will release the Borrower Collateral from the Lien Granted under Section 3.2 and release
to the Borrowers or any other Person entitled to them, amounts then on deposit in the Revolving Facility Collection Account and any Exchange
Note Collection Account.


 






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(f)            UCC
Termination Statements. On request of the Borrowers, the Collateral Agent will execute and deliver termination statements for filing
under the UCC of each applicable jurisdiction for the release of the Lien Granted under Section 3.2.


 


ARTICLE IV

EXCHANGE NOTES


 


Section 4.1.         Exchange
Notes.


 


(a)            Request
for Issuance. The Lender, by notifying the Administrative Agent and the Borrowers, may from time to time request that all or a portion
of the Revolving Facility Balance be issued in the form of one or more notes in definitive form (each, an "Exchange Note").
The Lender and the Borrowers will agree to the terms of each Exchange Note, which terms will be stated in a supplement to this Agreement
(each, an "Exchange Note Supplement"). Each Exchange Note will, on its execution and delivery, be issued to, and be
payable in favor of, the Lender or any other Person as directed by the Lender to the Borrowers and the Administrative Agent. Each Exchange
Note issued under this Agreement will be a "Titling Company Note" under Section 5.7 of the related Titling Company LLC
Agreement.


 


(b)            Designation
of Reference Pool. Each Exchange Note Supplement will designate certain Leases and Leased Vehicles in the Revolving Facility Pool
as the "Reference Pool" for the related Exchange Note, and following that designation, these Leases and Leased Vehicles
will be allocated to that Reference Pool and will no longer be allocated to the Revolving Facility Pool and will not be available to
be allocated to any other Reference Pool. Except as otherwise stated in the related Exchange Note Supplement, each Exchange Note will
be payable solely from Collections on the Leases and Leased Vehicles allocated to the related Reference Pool according to the priorities
in Article VII and the related Exchange Note Supplement. For purposes of determining the Collections that are allocated to a Reference
Pool, the Leases and Leased Vehicles allocated to the Reference Pool will be considered to be allocated to the Reference Pool from and
after the Cutoff Date stated in the related Exchange Note Supplement.


 


Section 4.2.         Issuance
of Exchange Notes.


 


(a)            Form.
Each Exchange Note will be substantially in the form of Exhibit A, or in another form as may be stated in the related Exchange Note
Supplement. Each Exchange Note may have marks of identification and legends or endorsements as determined by the Responsible Persons
of the Borrowers executing the Exchange Notes. Each physical Exchange Note will be produced by a method determined by the Responsible
Persons of the Borrowers executing the Exchange Note.


 


(b)           Incorporation
by Reference. Each Exchange Note will be dated the date of its authentication. The terms of each Exchange Note in Exhibit A
are part of this Agreement and the related Exchange Note Supplement and are incorporated into this Agreement and the related Exchange
Note Supplement by reference.


 


(c)            Execution.
A Responsible Person of each Borrower will execute each Exchange Note on behalf of the Borrower. The signature of the Responsible Person
on an Exchange Note may be manual or facsimile. An Exchange Note having the manual or facsimile signature of an individual who was a
Responsible Person of a Borrower will bind the Borrower, even if the individual has ceased to be a Responsible Person before the authentication
and delivery of the Exchange Note or was not a Responsible Person on the issuance date of the Exchange Note.


 






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(d)            Exchange
Note Supplement; Principal Terms. On or before the delivery of an Exchange Note to the Administrative Agent for authentication, the
Borrowers, the Lender, the Administrative Agent and the Collateral Agent will execute and deliver an Exchange Note Supplement which will
state the principal terms of the Exchange Note, including:


 


(i)          its
issuance date (each, an "Exchange Note Issuance Date");


 


(ii)         its
name or designation;


 


(iii)        its
class and any rights and priorities of the class;


 


(iv)        its
initial Exchange Note Balance;


 


(v)        the
Cutoff Date for its Reference Pool;


 


(vi)        its
Exchange Note Interest Rate and, for a floating rate Exchange Note, the manner of determining the floating rate;


 


(vii)      the
Exchange Note Events of Default in Section 6.4 that are inapplicable or are modified and any additional events that will be Exchange
Note Events of Default;


 


(viii)      its
Final Scheduled Payment Date; and


 


(ix)        any
other material terms.


 


(e)            Conditions
to Delivery of Exchange Note. The Administrative Agent's obligation to authenticate an Exchange Note and to acknowledge and deliver
the related Exchange Note Supplement is subject to the satisfaction of the following conditions:


 


(i)          the
Lender has notified the Administrative Agent of the Exchange Note Issuance Date at least five Business Days before the Exchange Note
Issuance Date;


 


(ii)         the
Exchange Note Supplement, including a Schedule of Reference Pool Assets listing the Leases and the Leased Vehicles in the related Reference
Pool, executed by each party to the Exchange Note Supplement other than the Administrative Agent, has been delivered to the Administrative
Agent; and


 


(iii)        an
Officer's Certificate from the Borrowers stating that all conditions to the authentication and delivery of the Exchange Note have been
satisfied, has been delivered to the Administrative Agent.


 


(f)            Acknowledgement
of Exchange Note Supplement; Authentication and Delivery of Exchange Note. Following the satisfaction of the conditions in Section 4.2(e),
the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the Exchange Note
in the form and with the terms stated in the Exchange Note Supplement.


 






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(g)            Certificate
of Authentication. No Exchange Note will have the benefit of this Agreement or the related Exchange Note Supplement or be valid unless
it has a certificate of authentication substantially in the form included in Exhibit A manually executed by a Responsible Person
of the Administrative Agent. The certificate of authentication on an Exchange Note will be conclusive evidence that the Exchange Note
has been duly authenticated and delivered under this Agreement and the related Exchange Note Supplement.


 


(h)           Revolving
Facility Balance. On the issuance of each Exchange Note, the Revolving Facility Balance will be reduced by the initial Exchange Note
Balance of the Exchange Note, as stated on the record of the Revolving Facility Balance maintained under Section 2.2.


 


Section 4.3.         Exchange
Note Register. The Borrowers appoint the Administrative Agent to be the "Exchange Note Registrar" and to keep a
register (the "Exchange Note Register") for the purpose of registering Exchange Notes and transfers of Exchange Notes.
On resignation of the Exchange Note Registrar, the Borrowers will promptly appoint a successor or, if they elect not to make the appointment,
assume the obligations of the Exchange Note Registrar. If the Borrowers appoint a Person other than the Administrative Agent as Exchange
Note Registrar, (i) the Borrowers will notify the Administrative Agent of the appointment and (ii) the Administrative Agent
will have the right to rely on a certificate executed by an officer of the Exchange Note Registrar listing the names and addresses of
the Exchange Noteholders and the principal amounts and number of the Exchange Notes. Each of the Administrative Agent (if it is not the
Exchange Note Registrar) and the Borrowers will have the right to inspect the Exchange Note Register at reasonable times and to receive
a copy of the Exchange Note Register.


 


Section 4.4.         Registration
of Transfer.


 


(a)            Transfer
of Exchange Notes. An Exchange Noteholder may transfer an Exchange Note by surrendering the Exchange Note for registration of transfer
at the office or agency of the Borrowers maintained under Section 5.2. If the requirements of Section 8-401(a) of the
UCC are met, the Borrowers will execute and the Administrative Agent will authenticate and deliver to the related Exchange Noteholder,
in the name of the transferee, a new Exchange Note in the same principal amount. An Exchange Noteholder may Transfer an Exchange Note
only in whole and not in part.


 


(b)            Valid
Obligation. Each Exchange Note issued on the registration of transfer of an Exchange Note will be the valid obligation of the Borrowers,
evidencing the same debt, and have the same benefits under this Agreement and the related Exchange Note Supplement as the Exchange Note
surrendered for registration of transfer.


 


(c)            Surrendered
Exchange Notes. Every Exchange Note surrendered for registration of transfer will be (i) duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Exchange Note Registrar or the Administrative Agent duly executed by, the
Exchange Noteholder or the Exchange Noteholder's authorized attorney, (ii) accompanied by a transferee representation letter substantially
in the form of Exhibit B (with any changes that may be approved by the Borrowers) and any other documents or evidence that the Administrative
Agent may require and (iii) accompanied by any other documents the Administrative Agent may require.


 






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(d)            No
Service Charge. None of the Borrowers, the Exchange Note Registrar or the Administrative Agent will impose a service charge on an
Exchange Noteholder for the registration of transfer of an Exchange Note. The Borrowers, the Exchange Note Registrar or the Administrative
Agent may require the Exchange Noteholder to pay an amount to cover any taxes or other governmental charges that may be imposed for the
registration of transfer of the Exchange Note.


 


(e)            Registration
of Transfers. The Exchange Note Registrar will register transfers of Exchange Notes in the Exchange Note Register. However, neither
the Borrowers nor the Exchange Note Registrar will be required to register transfers of Exchange Notes for which the next Payment Date
is not more than 15 days after the requested date of transfer or which have been called for redemption.


 


(f)            Exchange
Noteholder Representations. By acceptance of an Exchange Note, the Exchange Noteholder agrees with, and represents and warrants to,
the Borrowers and the Administrative Agent, that:


 


(i)          It
understands that the Exchange Note has not been registered under the Securities Act or any State securities or "blue sky" laws
and will bear the legend in Exhibit A.


 


(ii)         It
understands that any sale, transfer, assignment, participation, pledge or other disposition of the Exchange Note (each, a "Transfer")
is only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably
believes is either (A) a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB")
or (B) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act.


 


(iii)        It
either (A) (i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring
the Exchange Note or an interest or participation in the Exchange Note for the account of another QIB, that other QIB is aware that the
sale is being made in reliance on Rule 144A and (iii) is acquiring the Rule 144A Notes or an interest or participation
in the Exchange Note for its own account or for the account of another QIB or (B) is an institutional accredited investor as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.


 


(iv)        It
is purchasing the Exchange Note for its own account or for one or more investor accounts for which it is acting as fiduciary or agent,
in each case, for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Exchange Note for
a distribution that would violate the Securities Act.


 






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(v)         Either
(A) it is not subject to Title I of ERISA, Section 4975 of the Code or any Similar Law or (B) its purchase, holding and
disposition of the Exchange Note is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975
of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if it
is subject to any Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar
Law);


 


(vi)       It
understands that no subsequent Transfer of the Exchange Note will be made unless (A) the registration requirements of the Securities
Act and applicable State securities laws have been complied with for the Exchange Note and the other requirements of this Section 4.4
are met, (B) the Transfer is to the Borrowers or their Affiliates or (C) the Transfer is exempt from the registration requirements
under the Securities Act because either (i) the Transfer is in compliance with Rule 144A, to a transferee who the transferor
reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the
Transfer is being made in reliance on Rule 144A or (ii) the Transfer is to an institutional accredited investor as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.


 


(g)            Rule 144A
Information. The Borrowers will make available to the prospective transferor and transferee of an Exchange Note information requested
to satisfy the requirements of paragraph (d)(4) of Rule 144A (the "Rule 144A Information"). The Rule 144A
Information for an Exchange Note will include any of the following items requested by the prospective transferee:


 


(i)          the
related Monthly Investor Report for each Payment Date before the request;


 


(ii)         copies
of the Basic Documents, the related Exchange Note Supplement and the related Servicing Supplement, including any amendments; and


 


(iii)        any
other information reasonably available to the Borrowers that may be considered Rule 144A Information.


 


Section 4.5.         Mutilated,
Destroyed, Lost or Stolen Exchange Notes.


 


(a)            Replacement
Notes. If a mutilated Exchange Note is surrendered to the Administrative Agent or the Administrative Agent receives evidence of the
destruction, loss or theft of an Exchange Note the Borrowers will execute, and the Administrative Agent will authenticate and deliver
a replacement Exchange Note of the same class and principal amount in exchange for or in place of the Exchange Note if the following
conditions are met: (i) the Administrative Agent receives security or indemnity to hold the Borrowers and the Administrative Agent
harmless, (ii) none of the Borrowers, the Exchange Note Registrar or the Administrative Agent have received notice that the Exchange
Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405
of the UCC are met. However, if a destroyed, lost or stolen Exchange Note (but not a mutilated Exchange Note) is due and payable within
15 days or has been called for redemption, instead of issuing a replacement Exchange Note, the Borrowers may pay the destroyed, lost
or stolen Exchange Note when so due or payable or on the Exchange Note Redemption Date for the Exchange Note without surrender of the
Exchange Note. If a protected purchaser of the original Exchange Note in place of which the replacement Exchange Note was issued (or
the payment made) presents for payment the original Exchange Note, the Borrowers and the Administrative Agent may recover the replacement
Exchange Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Exchange Note (or the payment)
from the Person to whom the replacement Exchange Note (or the payment) was delivered or an assignee of that Person, except a protected
purchaser, and may recover on the security or indemnity provided for the replacement Exchange Note (or the payment) for any fee, expense,
loss, damage or liability incurred by the Borrowers or the Administrative Agent for the replacement Exchange Note (or the payment).


 






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(b)            Taxes,
Charges and Expenses. On the issuance of a replacement Exchange Note under Section 4.5(a), (i) the Borrowers may require
the Exchange Noteholder of the Exchange Note to pay an amount to cover any taxes or other governmental charges imposed and any other
reasonable expenses incurred for the replacement Exchange Note, (ii) the Administrative Agent will, for a mutilated Exchange Note,
cancel the Exchange Note and (iii) the Exchange Note Registrar will record in the Exchange Note Register that the destroyed, lost
or stolen Exchange Note no longer has the benefits of this Agreement or the related Exchange Note Supplement.


 


(c)            Additional
Obligation. Each replacement Exchange Note issued under Section 4.5(a) will be an original additional contractual obligation
of the Borrowers and have the benefits of this Agreement and the related Exchange Note Supplement equally and proportionately with other
Exchange Notes issued under this Agreement and the related Exchange Note Supplement.


 


(d)            Sole
Remedy. This Section 4.5 states the sole remedy available to the Exchange Noteholders for the replacement or payment of mutilated,
destroyed, lost or stolen Exchange Notes.


 


Section 4.6.         Persons
Deemed Owners. On any date, the Borrowers, the Administrative Agent and any agent of the Borrowers or the Administrative Agent may
treat the Person in whose name an Exchange Note is registered as of that date as the owner of the Exchange Note for all purposes, including
receiving payments of interest on and principal of the Exchange Note, without regard to any notice or other information to the contrary.


 


Section 4.7.         Payments
on Exchange Notes.


 


(a)           Interest
Accrual. Each Exchange Note will accrue interest on its Exchange Note Balance for each Exchange Note Interest Period until the Exchange
Note Balance has been paid in full at a rate per annum equal to its Exchange Note Interest Rate for that Exchange Note Interest Period.
Interest on each Exchange Note will be calculated in the manner stated in the related Exchange Note Supplement. Interest on each Exchange
Note for each Exchange Note Interest Period will be due and payable on the related Payment Date in the amount stated in the related Exchange
Note Supplement.


 


(b)           Principal.
The principal of each Exchange Note will be payable in installments on each Payment Date according to Article VII and the related
Exchange Note Supplement. The entire unpaid Exchange Note Balance of each Exchange Note will be due and payable on the Final Scheduled
Payment Date for the Exchange Note. The entire unpaid Exchange Note Balance of each Exchange Note will be due and payable on the date
the Exchange Note is declared to be, or has automatically become, immediately due and payable according to Section 6.5(a).


 






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(c)            Monthly
Payment of Interest and Principal. On each Payment Date, interest on and principal of each Exchange Note will be paid to the registered
Exchange Noteholder by wire transfer to the account of the Exchange Noteholder (as designated by the Exchange Noteholder to the Exchange
Note Registrar on or before the date the payment is to be made), except that the final installment of principal payable on the Exchange
Note will be payable according to Section 4.7(d).


 


(d)            Payment
of Final Installment. The final installment of principal of an Exchange Note on a Payment Date or its Final Scheduled Payment Date
will be payable only on presentation and surrender of the Exchange Note. The Administrative Agent will notify the applicable Exchange
Noteholder of the date the Borrowers expect to pay the final installment on the Exchange Note, which notice will be delivered no later
than five days before that date, and the place where the Exchange Note may be presented and surrendered for payment.


 


Section 4.8.     Cancellation
of Exchange Notes. Any Person that receives an Exchange Note surrendered for payment, registration of transfer or redemption will
deliver the Exchange Note to the Administrative Agent and the Administrative Agent will promptly cancel it. If the Servicer and the Lender
are the same entity, following an optional redemption of an Exchange Note under the related Servicing Supplement, the Servicer may request
that the Borrowers cancel the Exchange Note according to the Servicing Supplement. On request, the Borrowers will cancel the Exchange
Note and the Leases and related Leased Vehicles in the related Reference Pool will be reallocated to the Revolving Facility Pool.


 


Section 4.9.     Acceptance
of Agreement by Exchange Noteholders. Each Exchange Noteholder, by accepting the related Exchange Note, will be deemed to have agreed
to the terms and conditions of this Agreement and the related Exchange Note Supplement with the same effect as if the Exchange Noteholder
had been a party to this Agreement and the related Exchange Note Supplement.


 


ARTICLE V

BORROWER'S COVENANTS, REPRESENTATIONS AND WARRANTIES


 


Section 5.1.     Payment
of Principal and Interest. The Borrowers will duly and punctually pay the principal of and interest on the Advances and the Exchange
Notes according to this Agreement and the Exchange Notes. Amounts withheld under the Code or State or local tax law by any Person from
a payment to the Lender or an Exchange Noteholder will be considered as having been paid by the Borrowers to the Lender or the Exchange
Noteholder, as applicable.


 






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Section 5.2.     Maintenance
of Office or Agency. The Borrowers will maintain an office or agency where Exchange Notes may be surrendered for registration of
transfer, and where notices to and demands on the Borrowers for the Exchange Notes and this Agreement and any Exchange Note Supplement
may be served. The Borrowers initially appoint the Administrative Agent to serve as its agent for those purposes. The Borrowers will
promptly notify the Administrative Agent of a change in the location of the office or agency. If the Borrowers fail to maintain the office
or agency or fail to furnish the Administrative Agent with the address of the office or agency, any surrender, notices and demands may
be made or served at the Corporate Trust Office, and the Borrowers appoint the Administrative Agent as their agent to receive them.


 


Section 5.3.     Existence;
Licenses. Each Borrower will maintain its existence as a limited liability company under the laws of the State of Delaware and will
obtain and maintain its qualification in each jurisdiction in which the qualification is or will be necessary to protect the validity
and enforceability of this Agreement, the Exchange Notes and the Borrower Collateral. Each Borrower will obtain and maintain all material
licenses required by applicable law in each jurisdiction necessary for the conduct of its business or the ownership of the Leases or
the ownership and leasing of the Leased Vehicles.


 


Section 5.4.     Protection
of Borrower Collateral.


 


(a)            Amendments
and Financing Statements. The Borrowers will (i) execute and deliver amendments to this Agreement and other documents, (ii) file
or authorize and cause to be filed financing statements, and amendments and continuations of those financing statements and (iii) take
other action necessary or advisable to:


 


		(A)	maintain
                                            or preserve the Lien and security interest (and the priority of the security interest) of
                                            this Agreement;



 


		(B)	perfect,
                                            maintain perfection, publish notice of or protect the validity of the Grant made or to be
                                            made by this Agreement;



 


		(C)	enforce
                                            the Borrower Collateral; or



 


		(D)	preserve
                                            and defend title to the Borrower Collateral and the rights of the Collateral Agent and the
                                            Secured Parties in the Borrower Collateral.



 


(b)            Authorization
to File. The Borrowers authorize the Collateral Agent and the Administrative Agent to file financing and continuation statements,
and amendments to the statements, in the jurisdictions and with the filing offices as the Collateral Agent or the Administrative Agent
may determine are necessary or advisable to perfect the Collateral Agent's interest in the Borrower Collateral. The financing and continuation
statements may describe the Borrower Collateral as the Collateral Agent or the Administrative Agent may reasonably determine to perfect
the Collateral Agent's interest in the Borrower Collateral. The Collateral Agent or the Administrative Agent will promptly deliver to
the Borrowers file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously
filed financing statement.


 


(c)            Collateral
Agent Not Obligated. The Collateral Agent is not obligated to (i) make a determination of whether filing financing or continuation
statements, and amendments to the statements, is required or (ii) file the financing or continuation statements, or amendments to
the statements, and will not be liable for failure to do so.


 






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Section 5.5.     Performance
of Obligations.


 


(a)            Performance
of Obligations. The Borrowers will perform all of their obligations under this Agreement and the other Basic Documents and documents
included in the Borrower Collateral.


 


(b)            Subcontracting.
The Borrowers may contract with other Persons to assist them in performing their obligations under this Agreement. Initially, the Borrowers
have contracted with the Servicer to assist them in performing their obligations under this Agreement.


 


(c)            Servicer
Termination Event. If the Borrowers have knowledge of a Reference Pool Servicer Termination Event, the Borrowers will notify the
Administrative Agent of the event and state in the notice any action the Borrowers are taking to correct the situation. If a Reference
Pool Servicer Termination Event results from the failure of the Servicer to perform its obligations under the Servicing Agreement or
a Servicing Supplement, the Borrowers will take reasonable steps to cause the Servicer to correct the failure.


 


Section 5.6.     Negative
Covenants. So long as the Revolving Facility Balance or an Exchange Note is Outstanding, the Borrowers will not, except as permitted
in the Basic Documents or Exchange Note Basic Documents:


 


(a)            Dispose
of Borrower Collateral. Sell, exchange or dispose of any Borrower Collateral unless directed to do so by the Collateral Agent;


 


(b)            No
Release of Material Obligations. Take action, and will use commercially reasonable efforts to prevent any action from being taken
by others, that would release any Person from any material obligation under a document included in the Borrower Collateral or that would
impair the validity or enforceability of the Borrower Collateral or a document included in the Borrower Collateral;


 


(c)            Set-off.
Claim a credit on, or make a deduction from the payments of principal or interest on, the Revolving Facility Balance or the Exchange
Notes (other than amounts withheld from those payments under applicable law) or assert a claim against the Lender or an Exchange Noteholder
by reason of the payment of the taxes levied or assessed on the Borrowers or the Borrower Collateral;


 


(d)            Dissolve
or Liquidate. Dissolve or liquidate;


 


(e)            Liens.
Permit (i) the validity or effectiveness of this Agreement to be impaired, or permit the Lien Granted under Section 3.2 to
be amended, subordinated, terminated or discharged, or permit a Person to be released from any obligations under this Agreement except
in each case as permitted by this Agreement or the other Basic Documents, (ii) a Lien, other than Permitted Liens, to be created
on or extend to the Borrower Collateral or (iii) the Lien Granted under Section 3.2 not to be a valid first priority security
interest in the Borrower Collateral, other than Permitted Liens; or


 






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(f)            Modification
of Borrower Collateral. Amend, modify, waive, terminate or surrender any Borrower Collateral or any Basic Documents without the consent
of the Administrative Agent.


 


Section 5.7.     Opinions
on Borrower Collateral. On or before April 30 of each year, if an Exchange Note was Outstanding during any part of the prior
year and the Exchange Note is still Outstanding on April 30 of that year, the Borrowers will furnish to the Collateral Agent and
the Administrative Agent an Opinion of Counsel either (a) stating that, in the opinion of that counsel, (i) for the Borrower
Collateral other than the Leased Vehicles, all action has been taken for the recording, filing, re-recording and refiling of this Agreement
and all financing statements and continuation statements to maintain the Lien Granted under Section 3.2 and (ii) for the Leased
Vehicles, procedures have been established that if followed would be sufficient to create and maintain the Lien Granted under Section 3.2
or (b) stating that in the opinion of that counsel no action is necessary to maintain the Lien.


 


Section 5.8.     Merger
and Consolidation; Transfer of Assets. Neither Borrower will merge or consolidate with or into any other Person or, except as permitted
by the related Titling Company LLC Agreement and the other Basic Documents, transfer all or substantially all of its assets, unless:


 


(a)            Surviving
Person. The Person (if other than the applicable Borrower) formed by or surviving the merger or consolidation, or that acquires those
assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an agreement to
assume the Borrower's obligations under this Agreement (unless the assumption happens by operation of law), executed and delivered to
the Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the interest on and principal
of the Secured Obligations and the performance of the other obligations under this Agreement and the other Basic Documents to be performed
by the Borrower;


 


(b)            Subordination.
For a transfer of the assets included in the Borrower Collateral, the Person who acquires those assets agrees by means of the assumption
agreement executed and delivered to the Administrative Agent that (i) all right, title and interest transferred will be subject
and subordinate to the rights of the Lender and the Exchange Noteholders, (ii) unless stated in the assumption agreement, that Person
will indemnify the Borrowers for fees, expenses, losses, damages and liabilities (including fees and expenses of defending itself against
any loss, damage or liability) related to this Agreement, the Revolving Facility and the Exchange Notes and (iii) that Person will
make all necessary filings, including filings with the Securities and Exchange Commission required by the Exchange Act for the Exchange
Notes and any related Securities;


 


(c)            No
Defaults. Immediately after giving effect to the merger, consolidation or transfer, no Facility Default, Facility Event of Default,
Exchange Note Default or Exchange Note Event of Default will have occurred and be continuing;


 


(d)            Opinion.
The Borrowers have received an Opinion of Counsel (with a copy to the Administrative Agent) stating that the merger, consolidation or
transfer will not cause (i) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the
Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;


 






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(e)            Actions.
Any action necessary to maintain the Lien and security interest Granted under this Agreement has been taken; and


 


(f)            Conditions.
The applicable Borrower has delivered to the Administrative Agent and the Servicer an Officer's Certificate and an Opinion of Counsel
each stating that the merger, consolidation or transfer and the assumption agreement comply with this Section 5.8 and that the conditions
in this Agreement relating to the merger, consolidation or transfer have been satisfied.


 


Section 5.9.     Successor
or Transferee. On a merger or consolidation of a Borrower or a transfer under Section 5.8, (a) the Person formed by or
surviving the merger or consolidation (if other than the applicable Borrower) will succeed to, and be substituted for, and may exercise
the rights and powers of, the Borrower under this Agreement with the same effect as if that Person had been named as a Borrower in this
Agreement and (b) for a transfer of the assets of a Borrower under Section 5.8, the predecessor Borrower will be released from
its obligations under this Agreement to be performed by the successor Borrower for the Secured Obligations immediately on receipt of
notice by the Administrative Agent stating that the Borrower is to be released.


 


Section 5.10.     No
Other Activities. Neither Borrower will engage in activities other than financing, acquiring, owning and pledging the Borrower Collateral
as described in the Basic Documents and activities incidental to those activities.


 


Section 5.11.     Further
Acts and Documents. On request of the Administrative Agent, the Borrowers will take action and execute and deliver additional documents
reasonably required to perform and carry out the intention of this Agreement.


 


Section 5.12.     Restricted
Payments.


 


(a)            No
Set-off. Neither Borrower will, directly or indirectly, (i) make payments (by reduction of capital or otherwise) to member(s) of
the Borrower, (ii) redeem, purchase, retire or acquire for value an ownership interest in the Borrower or (iii) set aside or
segregate amounts for those purposes, except as permitted under this Agreement and the other Basic Documents.


 


(b)            No
Other Payments. Neither Borrower will, directly or indirectly, make payments to or distributions from the Revolving Facility Collection
Account or an Exchange Note Collection Account, except according to the Basic Documents.


 


Section 5.13.     Notice
of Defaults. The Borrowers will notify the Administrative Agent and the Servicer as soon as practicable and within five Business
Days after a Responsible Person of the Borrowers has knowledge of a Facility Event of Default or Exchange Note Event of Default.


 






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Section 5.14.     Review
of Borrowers' Records. Each Borrower will maintain records and documents relating to its performance under this Agreement according
to its customary business practices. On reasonable request not more than once during any year, each Borrower will give the Administrative
Agent and the Servicer (or their representatives) access to the records and documents to conduct a review of the Borrower's performance
under this Agreement. Any access or review will be conducted at the Borrower's offices during its normal business hours at a time reasonably
convenient to the Borrower and in a manner that will minimize disruption to its business operations. Any access or review will be subject
to the Borrower's confidentiality and privacy policies.


 


Section 5.15.     Insurance
Policies. The Borrowers will maintain, or cause to be maintained, residual value, vicarious liability and contingent or excess liability
insurance policies or programs (which may be blanket policies covering the Borrowers and all or certain Affiliates of the Borrowers)
for the Leases and the Leased Vehicles consistent with the policies or programs, if any, that any of its Affiliates maintains for its
own portfolio of leases and leased vehicles. Each insurance policy will name the Borrowers and the Collateral Agent as an insured party
and will be updated annually by the Borrowers to reflect each Exchange Noteholder as an insured party. To the extent the Borrowers self-insure
for losses related to vicarious liability, they will indemnify the Lender, the Collateral Agent and the Exchange Noteholders for any
uninsured losses.


 


Section 5.16.     Borrower's
Authorized and Responsible Persons. On or before the date of this Agreement, the Borrowers will notify the Lender, the Collateral
Agent and the Administrative Agent of each Person who (a) will be authorized to give instructions and directions to the Lender,
the Collateral Agent and the Administrative Agent on behalf of the Borrower and (b) is a Responsible Person for the Borrower. The
Borrower may change such Persons by notifying the Lender, the Collateral Agent and the Administrative Agent.


 


Section 5.17.     Borrowers'
Representations and Warranties. Each Borrower represents and warrants to the Collateral Agent as of the date of this Agreement and
each Exchange Note Issuance Date:


 


(a)            Organization
and Qualification. The Borrower is duly formed and validly existing as a limited liability company in good standing under the laws
of the State of Delaware.


 


(b)            Power,
Authority and Enforceability. The Borrower has the power and authority to execute, deliver and perform its obligations under this
Agreement and each Exchange Note Supplement. The Borrower has authorized the execution, delivery and performance of this Agreement and
each Exchange Note Supplement. This Agreement and each Exchange Note Supplement is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement
of creditors' rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and each Exchange Note Supplement and
the performance of its obligations under such documents will not (i) conflict with, or be a breach or default under any indenture,
mortgage, deed of trust, loan agreement, guarantee or similar document under which the Borrower is a debtor or guarantor, (ii) result
in the creation or imposition of a Lien on the Borrower's properties or assets under the terms of any indenture, mortgage, deed of trust,
loan agreement, guarantee or similar document (other than this Agreement), (iii) violate its organizational documents or (iv) violate
a law or, to the Borrower's knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Borrower or its properties that applies to the Borrower, which,
in each case, would reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations under
this Agreement and any Exchange Note Supplement.


 






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(d)            No
Proceedings. To the Borrower's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal
or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or
its properties (i) asserting the invalidity of this Agreement, any Exchange Note Supplement or any Exchange Note, (ii) seeking
to prevent the issuance of an Exchange Note or the completion of the transactions contemplated by this Agreement or any Exchange Note
Supplement, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the
Borrower's ability to perform its obligations under, or the validity or enforceability of, this Agreement, any Exchange Note Supplement
or any Exchange Note, in each case, other than the proceedings that, to the Borrower's knowledge, would not reasonably be expected to
have a material adverse effect on the Borrower, the performance by the Borrower of its obligations under, or the validity and enforceability
of, this Agreement, any Exchange Note Supplement or any Exchange Note.


 


(e)            No
Investment Company. The Borrower is not an "investment company" as defined in the Investment Company Act.


 


Section 5.18.     Borrowers'
Representations and Warranties about Security Interest. Each Borrower represents and warrants to the Collateral Agent as of the date
of this Agreement and each Exchange Note Issuance Date, which representations and warranties will survive the termination of this Agreement
and may not be waived by the Collateral Agent:


 


(a)            Valid
Security Interest. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower
Collateral in favor of the Collateral Agent which is prior to all other Liens, other than Permitted Liens, and is enforceable against
creditors of and purchasers from the Borrower.


 


(b)            Perfection.
The Servicer has represented that it has started procedures that will result in the perfection of a first priority security interest
against the Borrower in the related Leased Vehicles.


 


(c)            Type.
The Borrower Collateral (other than (i) the Leased Vehicles, (ii) those investments which have been credited to the Revolving
Facility Collection Account and (iii) those Permitted Investments which have been credited to an Exchange Note Collection Account)
is "tangible chattel paper," "electronic chattel paper," "instruments" or "general intangibles"
within the meaning of the applicable UCC.


 


(d)            Good
Title. The Borrowers own and have good title to the Borrower Collateral free and clear of any Lien, other than Permitted Liens. The
Borrowers have received all consents and approvals required by the terms of the Borrower Collateral to Grant to the Collateral Agent
all of their right, title and interest in the Borrower Collateral, except if a requirement for consent or approval is made ineffective
under the applicable UCC.


 






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(e)            Filing
Financing Statements. The Borrowers have caused, or will cause within ten days after the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable law to perfect the security interest
Granted in the Borrower Collateral to the Collateral Agent under this Agreement. All financing statements filed or to be filed against
the Borrowers in favor of the Collateral Agent under this Agreement describing the Borrower Collateral will contain a statement to the
following effect: "A purchase of or grant of a security interest in collateral described in this financing statement will violate
the rights of the Secured Parties."


 


(f)            No
Other Sale, Grant or Financing Statements. Other than the security interest Granted to the Collateral Agent under this Agreement,
the Borrowers have not sold or Granted a security interest in any of the Borrower Collateral. The Borrowers have not authorized the filing
of and are not aware of any financing statements against the Borrowers that include a description of collateral covering any of the Borrower
Collateral, other than financing statements relating to the security interest Granted to the Collateral Agent under this Agreement. The
Borrowers are not aware of any judgment or tax Lien filings against them.


 


(g)            Possession
of Leases. For a Lease that is "tangible chattel paper," the Borrowers have in their possession, directly or through their
agents, the original copy of the Lease that is or evidences part of the Borrower Collateral, and the Lease does not have any marks or
notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent. For a Lease
that is "electronic chattel paper," the Borrowers have not communicated an "authoritative copy" (within the meaning
of the applicable UCC) of the Lease that is or evidences part of the Borrower Collateral to any Person other than the Collateral Agent.


 


ARTICLE VI

EVENTS OF DEFAULT; REMEDIES


 


Section 6.1.     Facility
Events of Default.


 


(a)            Facility
Events of Default. The occurrence of one of the following events will be an event of default for the Revolving Facility under this
Agreement (each, a "Facility Event of Default"):


 


(i)            the
Borrowers fail to pay the Revolving Facility Interest Payment Amount due on any Payment Date, and the failure continues for five Business
Days or more;


 


(ii)            the
Borrowers fail to pay (A) the Revolving Facility Balance on the Facility Termination Date or (B) the Revolving Facility Principal
Payment Amount due on any Payment Date and, if the failure is due to an administrative omission, mistake or technical difficulty, the
failure continues for five Business Days or more;


 






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(iii)            either
Borrower fails to observe a material covenant or agreement of the Borrower in this Agreement (other than to pay interest on or principal
of the Revolving Facility) or a representation or warranty of either Borrower made in this Agreement or in an Officer's Certificate or
other document delivered under this Agreement is incorrect in a material respect when made and, in each case, the failure or error continues
for at least 60 days after the Borrower receives notice from the Lender, the Collateral Agent or the Administrative Agent stating the
failure or error, requiring it to be corrected and stating that the notice is a "Notice of Facility Event of Default";


 


(iv)            the
Servicer is terminated for the Revolving Facility Pool following the occurrence of an Insolvency Event for the Servicer and no successor
Servicer has accepted its engagement on or before the date stated in the notice of termination under Section 7.2 of the Servicing
Agreement; or


 


(v)            an
Insolvency Event of a Borrower occurs.


 


(b)            Borrowers
to Notify. The Borrowers will notify the Lender, the Collateral Agent and the Administrative Agent within five Business Days after
a Responsible Person of a Borrower has knowledge of the occurrence of a Facility Default under Section 6.1(a)(iii), which notice
will describe the Facility Default, the status of the Facility Default and what action the Borrowers are taking to correct the Facility
Default.


 


Section 6.2.     Acceleration
of Revolving Facility; Rescission.


 


(a)            Acceleration.
If a Facility Event of Default occurs and is continuing, the Lender, may (i) terminate the Revolving Facility and (ii) declare
the Revolving Facility Balance to be accelerated by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative
Agent. On acceleration, the unpaid Facility Balance, together with accrued and unpaid interest, will become immediately due and payable,
in each case. If a Facility Event of Default in Section 6.1(a)(iv) or (v) occurs, (A) the Revolving Facility will
automatically terminate and (ii) the Revolving Facility Balance, together accrued and unpaid interest, will automatically become
due and payable, in each case, without a declaration or other act of the Lender.


 


(b)            Rescission.
The Lender, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent, may rescind a declaration of
acceleration at any time. No rescission will affect a subsequent default or impair a right resulting from the rescission.


 


Section 6.3.     Revolving
Facility Remedies.


 


(a)            Proceedings.
If the Revolving Facility Balance has been accelerated under Section 6.2(a) and the declaration of acceleration has not been
rescinded according to Section 6.2(b), the Lender may (subject to Article VII) take the action in clause (i) below, or
direct the Collateral Agent to, and the Collateral Agent will, take one or more of the actions in clauses (ii) through (v) below:


 


(i)            start
a Proceeding for the collection of all amounts then payable to the Lender or under this Agreement and pursue its other rights, remedies,
powers or privileges under this Agreement;


 


(ii)            start
a Proceeding for the complete or partial foreclosure of the Borrower Collateral included in the Revolving Facility Pool;


 






    19 


     


    

 


(iii)            sell
or liquidate all or any part of the Borrower Collateral in the Revolving Facility Pool or rights or interest in the Borrower Collateral
in the Revolving Facility Pool at one or more public or private sales called and conducted in any manner permitted by law;


 


(iv)            exercise
any remedies of a secured party under the UCC; and


 


(v)            take
any other action to protect and enforce the rights and remedies of the Lender.


 


(b)            Priority
of Payments Following Liquidation. Any money or property collected by the Collateral Agent following the sale or other liquidation
of the Borrower Collateral in the Revolving Facility Pool under Section 6.3(a)(iii) will be used (i) first, to pay the
Collateral Agent any amounts due under Section 8.6, (ii) second, to pay the Administrative Agent any amounts due under Section 8.6
and (iii) third, to or at the direction of the Lender, to pay principal of and interest on the Revolving Facility Balance and any
other amounts owing on the Revolving Facility.


 


Section 6.4.     Exchange
Note Events of Default.


 


(a)            Exchange
Note Events of Default. Unless otherwise stated in the related Exchange Note Supplement, the occurrence of any of the following events
will be an event of default for the related Exchange Note under this Agreement and the related Exchange Note Supplement (each, an "Exchange
Note Event of Default"):


 


(i)            the
Borrowers fail to pay the Exchange Note Interest Payment Amount due on any Payment Date, and the failure continues for five Business
Days or more;


 


(ii)            the
Borrowers fail to pay the Exchange Note Balance on its Final Scheduled Payment Date and, if the failure is due to an administrative omission,
mistake or technical difficulty, the failure continues for three Business Days or more;


 


(iii)            either
Borrower fails to observe a material covenant or agreement of the Borrower in this Agreement or the Exchange Note Supplement (other than
to pay interest on or principal of the Exchange Note) or a representation or warranty of either Borrower made in this Agreement, the
Exchange Note Supplement or in an Officer's Certificate or other document delivered under this Agreement or the Exchange Note Supplement
is incorrect in a material respect when made and, in each case, the failure or error continues for at least 60 days after the Borrower
receives notice from the Collateral Agent, the Administrative Agent or the Exchange Noteholder stating the failure or error, requiring
it to be corrected and stating that the notice is a "Notice of Exchange Note Event of Default";


 


(iv)            the
Servicer is terminated for the related Reference Pool following a Reference Pool Servicer Termination Event resulting from the occurrence
of an Insolvency Event for the Servicer and no successor Servicer has accepted its engagement on or before the date stated in the notice
of termination under Section 7.3(c) of the Servicing Agreement;


 






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(v)            an
Insolvency Event of a Borrower occurs; or


 


(vi)           any
other event stated in the Exchange Note Supplement for the Exchange Note occurs.


 


(b)            Borrowers
to Notify. The Borrowers will notify the Collateral Agent, the Administrative Agent and the Exchange Noteholder within five Business
Days after a Responsible Person of a Borrower has knowledge of the occurrence of an Exchange Note Default under Section 6.4(a)(iii),
which notice will describe the Exchange Note Default, the status of the Exchange Note Default and what action the Borrowers are taking
to correct the Exchange Note Default.


 


Section 6.5.    Acceleration
of Exchange Note; Rescission.


 


(a)            Acceleration.
If an Exchange Note Event of Default occurs and is continuing, the Exchange Noteholder may declare the Exchange Note Balance to be accelerated
by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent. On acceleration, the unpaid Exchange Note
Balance, together with accrued and unpaid interest, will become be immediately due and payable. If an Exchange Note Event of Default in
Section 6.4(a)(iv) or (v) occurs, all unpaid principal of and accrued and unpaid interest on the Exchange Note will automatically
become due and payable without a declaration or other act of the Exchange Noteholder.


 


(b)            Rescission.
The Exchange Noteholders, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent, may rescind a declaration
of acceleration before a judgment or decree for payment of the amount due has been obtained by the Collateral Agent as stated in this
Article VI if:


 


(i)             the
Borrowers have paid an amount sufficient to (A) pay the due and unpaid principal of and interest on the Exchange Note and all other
amounts that would then be due under this Agreement and the Exchange Note Supplement if the Exchange Note Event of Default giving rise
to the acceleration had not occurred, (B) pay all amounts owed to the Administrative Agent under Section 8.6 and (C) pay
all other outstanding fees and expenses of the Borrowers; and


 


(ii)            all
Exchange Note Events of Default, other than the non-payment of the Exchange Note Balance that has become due solely by the acceleration,
have been corrected or waived under Section 6.9.


 


Section 6.6.    Exchange
Note Remedies.


 


(a)            Proceedings.
If the Exchange Note Balance has been accelerated under Section 6.5(a) and the declaration of acceleration has not been rescinded
according to Section 6.5(b), the Exchange Noteholder may (subject to Article VII) take the action in clause (i) below,
or direct the Collateral Agent to, and the Collateral Agent will, take one or more of the actions in clauses (ii) through (v) below:


 


(i)            start
a Proceeding for the collection of all amounts then payable to the Exchange Noteholder or under this Agreement or the Exchange Note Supplement
and pursue its other rights, remedies, powers or privileges under this Agreement and the Exchange Note Supplement;


 






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(ii)            start
a Proceeding for the complete or partial foreclosure of the Borrower Collateral included in the Reference Pool;


 


(iii)           sell
or liquidate all or any part of the Borrower Collateral in the Reference Pool or rights or interest in the Borrower Collateral in the
Reference Pool at one or more public or private sales called and conducted in any manner permitted by law;


 


(iv)           exercise
any remedies of a secured party under the UCC; and


 


(v)            take
any other action to protect and enforce the rights and remedies of the Exchange Noteholder.


 


(b)            Priority
of Payments Following Liquidation. Any money or property collected by the Collateral Agent following the sale or other liquidation
of the Borrower Collateral in the Reference Pool under Section 6.6(a)(iii) will be deposited in the related Exchange Note Collection
Account and distributed according to the related Exchange Note Supplement.


 


Section 6.7.    Rights
and Remedies Cumulative. No right or remedy of the Lender or an Exchange Noteholder under this Agreement is intended to be exclusive
of any other right or remedy, and every right and remedy, if permitted by law, will be cumulative and in addition to every other right
and remedy given under this Agreement. The exercise of a right or remedy will not prevent the exercise of another right or remedy at
the same time. The Lender's or an Exchange Noteholder's right to seek and recover judgment on the Revolving Facility, the Exchange Note
or under this Agreement will not be affected by the seeking, obtaining or use of other relief under this Agreement. Neither the Lien
Granted under this Agreement nor the rights or remedies of the Lender or an Exchange Noteholder will be impaired by the recovery of a
judgment by them or the Collateral Agent against the Borrowers or by the execution of a judgment on the Borrower Collateral.


 


Section 6.8.    Delay
or Omission Not a Waiver. No delay or omission of the Lender or an Exchange Noteholder to exercise a right or remedy after a Facility
Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default will impair the right or remedy, or be a
waiver of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default. Every right and remedy
given by this Article VI or by law to the Collateral Agent, the Lender or an Exchange Noteholder may be exercised as often as deemed
advisable by the Collateral Agent, the Lender or the Exchange Noteholder.


 


Section 6.9.    Waiver
of Defaults.


 


(a)            Waiver
by Lender. The Lender may waive a Facility Event of Default, by notifying the Borrowers, the Servicer, the Collateral Agent and the
Administrative Agent.


 


(b)            Waiver
by Exchange Noteholder. The related Exchange Noteholder may waive an Exchange Note Event of Default, by notifying the Borrowers, the
Servicer, the Collateral Agent and the Administrative Agent.


 






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(c)            Effect
of Waiver. On any waiver, the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default
will be considered not to have occurred for all purposes of this Agreement. No waiver will extend to any other Facility Default, Facility
Event of Default, Exchange Note Default or Exchange Note Event of Default or impair any right relating to any other Facility Default,
Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.


 


ARTICLE VII

CREDITORS' RELATIONS


 


Section 7.1.    Allocation
of Collections. The Lender and the Administrative Agent, by entering into this Agreement, and each Exchange Noteholder, by accepting
the related Exchange Note, acknowledges and agrees that (a) the Revolving Facility and the Exchange Notes are secured under Section 3.1
by a single security interest in the Borrower Collateral, (b) each of the Lender, the Administrative Agent and each Exchange Noteholder
will be subject to the limitation of recourse, waiver of claims and rights, and subordination terms of this Article VII, (c) except
following a Facility Event of Default or an Exchange Note Event of Default, no Exchange Noteholder will have any recourse to, or right
to payment from, the Collections on the Revolving Facility Pool and (d) all Collections will be distributed according to the priorities
and procedures in this Article VII.


 


Section 7.2.    Distribution
of Collections on Revolving Facility Pool. On each Payment Date for which Collections on the Revolving Facility Pool are in the Revolving
Facility Collection Account (unless a Facility Event of Default has occurred before the Payment Date), the Administrative Agent will
(based on the information in the Revolving Facility Pool Report delivered before the Payment Date) withdraw from the Revolving Facility
Collection Account and make deposits and payments, to the extent of Collections for the Revolving Facility Pool for that Payment Date
and any Revolving Facility Pool Additional Amounts for that Payment Date, in the following order of priority (but only if such amounts
have not been paid from Collections retained by Ford Credit under Section 5.3(a) of the Servicing Agreement):


 


(a)            first,
to the Servicer, the Revolving Facility Pool Servicing Fee for the related Collection Period;


 


(b)            second,
to the Lender, the Revolving Facility Interest Payment Amount;


 


(c)            third,
to the Lender, the Revolving Facility Principal Payment Amount, until the Revolving Facility Balance is reduced to zero;


 


(d)            fourth,
if the Borrowers elect (by direction to the Administrative Agent on or before the applicable Payment Date, which may be in the form of
a standing direction) or if the Revolving Period has been terminated (or a Facility Event of Default has occurred), to the Lender, all
amounts remaining, as an additional payment of principal of the Revolving Facility Balance, until the Revolving Facility Balance is reduced
to zero; and


 






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(e)            fifth,
all remaining amounts, to the Borrowers (to be allocated between them as agreed).


 


Section 7.3.    Distribution
of Collections on Reference Pools. On each Payment Date (unless a Facility Event of Default has occurred before the Payment Date),
the related Indenture Trustee will, for each Reference Pool (based on the information in the related Monthly Investor Report delivered
before the Payment Date), withdraw from the related Exchange Note Collection Account and make deposits and payments, to the extent of
Collections for the Reference Pool for the Payment Date and any Shared Amounts allocated to the Reference Pool for that Payment Date,
according to the related Exchange Note Supplement.


 


Section 7.4.    Distribution
of Collections Following Facility Event of Default. On each Payment Date following the occurrence of a Facility Event of Default
for which Collections on the Revolving Facility Pool are in the Revolving Facility Collection Account, the Administrative Agent will
(unless the Exchange Noteholder directs otherwise under Section 6.9(b)), for the Revolving Facility Pool and each Reference Pool
(based on the information in the Revolving Facility Pool Report or the related Monthly Investor Report delivered before the Payment Date),
withdraw from the Revolving Facility Collection Account and related Exchange Note Collection Account, respectively, and make deposits
and payments, to the extent of Collections for the Revolving Facility Pool or the Reference Pool, as applicable, for the related Collection
Period, in the following order of priority:


 


(a)            first,
(i) for the Revolving Facility Pool, according to Section 7.2(a) through (c) and (ii) for each Reference Pool
and the related Exchange Note, in the following order of priority:


 


		(A)	first, to the Servicer, the Reference Pool Servicing Fee and Advance Reimbursement Amount, if any, for the Reference Pool and
the related Collection Period, in each case, if those amounts have not been paid from the Collections on the Reference Pool retained by
the Servicer under the related Servicing Supplement;



 


		(B)	second, to the related Exchange Noteholder, the Exchange Note Interest Payment Amount; and



 


		(C)	third, to the related Exchange Noteholder, (I) on a Payment Date other than an Exchange Note Redemption Date, the Exchange
Note Principal Payment Amount, as a payment of principal of the Exchange Note until the Exchange Note Balance of the Exchange Note is
reduced to zero or (II) on an Exchange Note Redemption Date, an amount equal to the Exchange Note Purchase Price (if that amount
has not been paid under clause (B) above);



 


(b)            second,
without priority to the Lender or an Exchange Noteholder, (i) for the Revolving Facility Allocation Percentage of the remaining amount
of Collections for the Revolving Facility Pool and each Reference Pool, to pay amounts due and unpaid under Section 7.2(a) through
(c) and (ii) for each Exchange Note's Exchange Note Allocation Percentage of the remaining amount of Collections for the Revolving
Facility Pool and each Reference Pool, to make deposits and payments in the following order of priority:


 


		(A)	first, to pay amounts due and unpaid for the related Exchange Note under Section 7.4(a);



 






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		(B)	second, to the related Exchange Noteholder, as an additional payment of principal of the Exchange Note, all amounts necessary
to cover any shortfall in payment on debt obligations that are secured by the Exchange Note until the Exchange Note Balance of the Exchange
Note is reduced to zero; and



 


		(C)	third, to the reserve account, if any, established for the related Exchange Note, until the amount in the reserve account equals
the amount required under the related Exchange Note Supplement;



 


(c)            third,
all remaining amounts of Collections for the Revolving Facility Pool and each Reference Pool will be distributed, pro rata, based on the
amounts due, to pay any amounts due and unpaid (i) under Section 7.2(a) through (c) for the Revolving Facility and
(ii) under Section 7.4(b) for each Exchange Note; and


 


(d)            fourth,
all remaining amounts of Collections for the Revolving Facility Pool and each Reference Pool, to the Borrowers (to be allocated between
them as agreed).


 


Section 7.5.     Priorities
Following Liquidation. Following the liquidation of any part of the Borrower Collateral under Article VI, the proceeds of the
liquidation will be distributed according to Section 6.3(b) or 6.6(b), as applicable.


 


ARTICLE VIII

COLLATERAL AGENT; ADMINISTRATIVE AGENT


 


Section 8.1.    Obligations
of Collateral Agent.


 


(a)            Obligations
of Collateral Agent. The Collateral Agent will:


 


(i)            hold
a security interest in the Borrower Collateral for the benefit of the Secured Parties;


 


(ii)           cause
the Certificate of Title for each Leased Vehicle to reflect "HTD Leasing LLC" as the recorded lienholder or recorded holder
of a security interest in the Leased Vehicle (if those actions have not been taken by the Servicer under Section 3.2(b) of the
Servicing Agreement);


 


(iii)           for
each Leased Vehicle that is permitted or required by the Basic Documents to be sold or disposed of by the applicable Borrower or reallocated
to a Specified Interest other than the Collateral Specified Interest of the applicable Borrower, take action necessary to cause (A) the
security interest granted under Section 3.2 in the Leased Vehicle to be released and (B) the evidence of the Collateral Agent
as lienholder on the related Certificate of Title to be removed;


 






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(iv)           take
the actions required to be taken by the Collateral Agent under Article VI following a Facility Event of Default or an Exchange Note
Event of Default; and


 


(v)            take
the other actions required to be taken by the Collateral Agent under this Agreement.


 


(b)            Administrative
Agent to Perform. The Administrative Agent will, for the benefit of the Collateral Agent, the other parties to this Agreement and
the Exchange Noteholders, perform the obligations of the Collateral Agent under this Agreement and the other Basic Documents. The Collateral
Agent will not be responsible for, nor have liability for, any actions taken or not taken by the Administrative Agent on behalf of the
Collateral Agent. It is intended that, under the HTD Administration Agreement, the Administrative Agent will delegate to the Collateral
Agent Administrator certain of the Collateral Agent's obligations that the Administrative Agent is required to perform under this Section 8.1(b),
and each party to this Agreement and each Exchange Noteholder, by accepting an Exchange Note, consents to the delegation.


 


(c)            Administrative
Agent to Maintain Collateral Agent. The Administrative Agent will (i) maintain the Collateral Agent in existence in its jurisdiction
of organization, (ii) maintain all qualifications, licenses and approvals from governmental authorities that are necessary or advisable
for the performance of the Collateral Agent's obligations under this Agreement, (iii) maintain a 100% limited liability company interest
in the Collateral Agent and (iv) comply with, and take all actions necessary or advisable to avoid a violation of, the HTD LLC Agreement.


 


(d)            Power
of Attorney. The Collateral Agent appoints the Administrative Agent as the Collateral Agent's attorney-in-fact, with full power of
substitution to exercise all rights of the Collateral Agent under this Agreement and the other Basic Documents. This power of attorney,
and all authority given, under this Section 8.1(d) is revocable and is given solely to facilitate the performance of the Administrative
Agent's obligations under this Agreement and may only be used by the Administrative Agent consistent with this Agreement. On request of
the Administrative Agent, the Collateral Agent will furnish the Administrative Agent with written powers of attorney and other documents
to enable the Administrative Agent to perform its obligations under this Agreement.


 


Section 8.2.    Administrative
Agent's Obligations.


 


(a)           Standard
of Care. If a Facility Event of Default or an Exchange Note Event of Default has occurred and is continuing, the Administrative Agent
will exercise the rights and powers vested to it under this Agreement using the same degree of care and as a prudent person would use
under the circumstances in the conduct of that person's own affairs.


 






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(b)            Obligations;
Reliance. Except during the continuance of a Facility Event of Default or an Exchange Note Event of Default:


 


(i)            the
Administrative Agent agrees to perform the obligations and only the obligations stated in this Agreement and no implied covenants or obligations
are to be read into this Agreement; and


 


(ii)            in
the absence of willful misconduct, bad faith or negligence on its part, the Administrative Agent may conclusively rely, for the truth
of the statements and the correctness of the opinions furnished to it, on certificates or opinions furnished to it and, if required by
this Agreement, conforming to the requirements of this Agreement. The Administrative Agent will examine the certificates and opinions
to determine whether or not they conform to the requirements, if any, of this Agreement.


 


(c)            Administrative
Agent Liable. The Administrative Agent will not be relieved from liability for its own willful misconduct, bad faith or negligence,
except that:


 


(i)            this
Section 8.2(c) does not limit Section 8.2(b);


 


(ii)           the
Administrative Agent will not be liable for an error of judgment made in good faith unless it is proved that the Administrative Agent
was negligent in determining the relevant facts; and


 


(iii)           the
Administrative Agent will not be liable for any action taken or not taken in good faith according to this Agreement or a direction received
by it from the Lender or an Exchange Noteholder for the exercise of remedies under Article VI.


 


(d)            Not
Liable for Interest. The Administrative Agent will not be liable for interest on any amounts received by it, except as the Administrative
Agent may agree with the Borrowers.


 


(e)            Not
Required to Segregate. The Administrative Agent need not segregate any funds held by it in trust under this Agreement from other funds
unless required by law, this Agreement, an Exchange Note Supplement or a Servicing Supplement.


 


(f)            Section Governs.
The terms of this Agreement relating to the conduct of the Administrative Agent, the liability of the Administrative Agent or giving protection
to the Administrative Agent are subject to this Section 8.2.


 


(g)            No
Deemed Knowledge. The Administrative Agent will not be deemed to have knowledge of a Facility Default, Facility Event of Default,
Exchange Note Default or Exchange Note Event of Default unless (i) a Responsible Person of the Administrative Agent has knowledge
of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default or (ii) it has received
notice of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.


 






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Section 8.3.    Administrative
Agent's Rights.


 


(a)            Reliance
on Documents. The Administrative Agent may rely on any document believed by it to be genuine and which appears on its face to be properly
executed and signed or presented by the proper Person. The Administrative Agent is not required to investigate any facts or matters or
to verify any calculations or amounts stated in any document. The Administrative Agent will not be liable for any action taken or not
taken in good faith in reliance on a document believed by it to be genuine.


 


(b)            Reliance
on Opinions. Before the Administrative Agent acts or does not act, it may require and rely on an Officer's Certificate or an Opinion
of Counsel. The Administrative Agent will not be liable for action taken or not taken in good faith in reliance on an Officer's Certificate
or Opinion of Counsel.


 


(c)            Use
of Agents. The Administrative Agent may exercise the trusts or powers under this Agreement or perform obligations under this Agreement
either directly or by or through agents or attorneys or a custodian or nominee, and the Administrative Agent will not be responsible for
misconduct or negligence on the part of, or for the supervision of, any agent, counsel, custodian or nominee appointed with due care by
it under this Agreement.


 


(d)            Good
Faith. The Administrative Agent will not be liable for any action taken or not taken in good faith which it believes to be authorized
or within its rights or powers so long as the action taken or not taken does not amount to negligence.


 


(e)            Advice
from Counsel. The Administrative Agent may consult with counsel, accountants or other experts, and the advice or opinion of counsel,
accountants or other experts on any matters relating to this Agreement will be full and complete authorization and protection from liability
for any action taken or not taken by it under this Agreement in good faith and according to the advice or opinion of that counsel, accountant
or expert.


 


(f)            Not
Required to Pay or Risk Funds. The Administrative Agent is not obligated to (i) exercise the rights or powers under this Agreement
or to pay or risk funds or incur any financial liability in the performance of its obligations under this Agreement if it has reasonable
grounds to believe that payment of such funds or adequate indemnity satisfactory to it against that risk or liability is not reasonably
assured or given to it or (ii) honor the request, demand or direction of Exchange Noteholders under this Agreement, unless the Exchange
Noteholders have offered to the Administrative Agent reasonable security or indemnity satisfactory to it for the reasonable expenses that
might be incurred by the Administrative Agent in complying with the request or direction.


 


(g)            Force
Majeure. The Administrative Agent will not be responsible or liable for a failure or delay in the performance of its obligations under
this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism,
civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and
interruptions, loss or failures of mechanical, electronic or communication systems. The Administrative Agent will use reasonable efforts
consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 






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(h)            Consequential
Damages. The Administrative Agent will not be responsible or liable for special, punitive, indirect or consequential losses or damages
(including lost profit), even if the Administrative Agent has been advised of the likelihood of the loss or damage and regardless of the
form of action.


 


Section 8.4.    Administrative
Agent's Individual Rights. The Administrative Agent, in its individual or another capacity, may deal with the Borrowers or their
Affiliates with the same rights it would have if it were not the Administrative Agent.


 


Section 8.5.    Administrative
Agent's Disclaimer. The Administrative Agent will not be liable for (a) the validity or adequacy of this Agreement, any Exchange
Note Supplement or any Exchange Notes, (b) the Borrowers' use of the funds advanced under the Revolving Facility or (c) any
statement of the Borrowers in this Agreement.


 


Section 8.6.    Compensation
and Indemnity.


 


(a)            Collateral
Agent's Fees. The Lender will pay the Collateral Agent as compensation for performing its obligations under this Agreement a fee
separately agreed to by the Lender and the Collateral Agent. The Lender will reimburse the Collateral Agent for its reasonable expenses
in performing its obligations under this Agreement, including costs of collection and the reasonable fees and expenses of the Collateral
Agent's agents, counsel and accountants, but excluding expenses resulting from the Collateral Agent's willful misconduct, negligence
or bad faith.


 


(b)            Administrative
Agent's Fees. The Lender will pay the Administrative Agent as compensation for performing its obligations under this Agreement a fee
separately agreed to by the Lender and the Administrative Agent. This fee may be paid net of any fee payable from the Administrative Agent
to Ford Credit, as Collection Agent Administrator. The Lender will reimburse the Administrative Agent for its reasonable expenses in performing
its obligations under this Agreement, including costs of collection and the reasonable fees and expenses of the Administrative Agent's
agents, counsel and accountants, but excluding expenses resulting from the Administrative Agent's willful misconduct, negligence or bad
faith.


 


(c)            Indemnification.
The Borrowers will indemnify the Collateral Agent, the Administrative Agent and their respective officers, directors, employees and agents
(each, an "Indemnified Person"), for all fees, expenses, losses, damages and liabilities resulting from the administration
of and performance of their obligations under this Agreement (including the fees and expenses of defending themselves against any loss,
damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce
the Borrowers' indemnification obligations), but excluding any fee, expense, loss, damage or liability resulting from their willful misconduct,
bad faith or negligence or breach of its representations or warranties in this Agreement.


 






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(d)            Proceedings.
If an Indemnified Person receives notice of the start of a Proceeding against it, the Indemnified Person will, if a claim under the Proceeding
will be made under this Section 8.6, promptly notify the Borrowers of the Proceeding. The Borrowers may participate in and assume
the defense and settlement of the Proceeding at their expense. If the Borrowers notify the Indemnified Person of their intention to assume
the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Borrowers assume the
defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Borrowers will not be liable for legal expenses
of counsel to the Indemnified Person unless there is a conflict between the interests of the Borrowers and the Indemnified Person. If
there is a conflict, the Borrowers will pay for the separate counsel to the Indemnified Person. No settlement of the Proceeding may be
made without the approval of the Borrowers and the Indemnified Person, which approvals will not be unreasonably withheld.


 


(e)            Survival
of Obligations. The Borrowers' obligations to the Collateral Agent and the Administrative Agent under this Section 8.6 will survive
the resignation or removal of the Collateral Agent or the Administrative Agent and the termination of this Agreement. Expenses incurred
after the occurrence of an Exchange Note Event of Default stated in Section 6.4(a)(v) are intended to be expenses of administration
under the Bankruptcy Code or other applicable federal or State bankruptcy, insolvency or similar law.


 


(f)            Repayment.
If a Borrower makes a payment to an Indemnified Person under this Section 8.6 and the Indemnified Person later collects from others
any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Borrower.


 


(g)            Available
Funds. Payments required to be made by the Borrowers under this Section 8.6 will be made solely from funds used to make payments
under this Agreement and each Exchange Note Supplement.


 


Section 8.7.    Resignation
or Removal of Administrative Agent.


 


(a)            Resignation.
The Administrative Agent may resign by notifying the Lender.


 


(b)            Optional
Removal by Lender. The Lender may, without cause, remove the Administrative Agent and terminate its rights and obligations under this
Agreement by notifying the Administrative Agent and the Borrowers.


 


(c)            Mandatory
Removal by Lender. The Borrowers must remove the Administrative Agent and terminate its rights and obligations under this Agreement
if:


 


(i)            the
Administrative Agent fails to comply with the eligibility requirements in Section 8.9;


 


(ii)           the
Administrative Agent becomes legally unable to act or incapable of acting as Administrative Agent; or


 


(iii)          an
Insolvency Event for the Administrative Agent occurs.


 


(d)            Appointment
of Successor. If the Administrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent,
the Borrowers or the Lender will appoint a successor Administrative Agent promptly. If a successor Administrative Agent does not take
office within 60 days after the Administrative Agent resigns or is removed, the Administrative Agent, the Borrowers or the Lender may
petition a court of competent jurisdiction to appoint a successor Administrative Agent.


 






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(e)            Acceptance
of Appointment. No resignation or removal of the Administrative Agent will become effective until the acceptance of appointment by
the successor Administrative Agent under this Section 8.7. Any successor Administrative Agent will deliver a written acceptance of
its appointment to the Administrative Agent, the Collateral Agent, the Borrowers and the Lender. The Borrowers will continue to pay amounts
owed to the predecessor Administrative Agent for the period it was Administrative Agent according to Section 8.6. The successor Administrative
Agent will notify the Exchange Noteholders of its succession.


 


(f)            Transition
of Administrative Agent Obligations. On the resignation or removal of the Administrative Agent becoming effective under Section 8.7(e),
all rights, powers and obligations of the Administrative Agent under this Agreement will become the rights, powers and obligations of
the successor Administrative Agent. The predecessor Administrative Agent will promptly transfer all property held by it as Administrative
Agent to the successor Administrative Agent. The Borrowers will reimburse the Administrative Agent and any successor Administrative Agent
for expenses related to the replacement of the Administrative Agent.


 


Section 8.8.     Merger
or Consolidation; Transfer of Assets. If the Administrative Agent merges or consolidates with, or transfers its corporate trust business
or assets to, any Person, the resulting, surviving or transferee Person will be the successor Administrative Agent so long as that Person
is qualified and eligible under Section 8.9. The Administrative Agent will promptly notify the Borrowers, the Collateral Agent and
the Lender of the succession.


 


Section 8.9.     Eligibility.
The Administrative Agent or its parent must have a combined capital and surplus of at least $50,000,000 as stated in its most recent
annual published report of condition, must have a long-term unsecured debt rating of investment grade by each of S&P and Moody's
and must not be Ford Credit or an Affiliate of Ford Credit.


 


Section 8.10.    Review
of Records. Each of the Collateral Agent and the Administrative Agent agree that, with reasonable advance notice, it will permit
authorized representatives of the Borrowers, the Servicer or the Collateral Agent Administrator, during the Collateral Agent's or the
Administrative Agent's normal business hours, to have access to and review the books of account, records, reports and other documents
and materials of the Collateral Agent or the Administrative Agent relating directly and solely to (a) the performance of the obligations
of the Collateral Agent or the Administrative Agent under this Agreement, (b) the payments of fees and expenses of the Collateral
Agent or the Administrative Agent for its performance and (c) any claim made by the Collateral Agent or the Administrative Agent
under this Agreement. In addition, the Collateral Agent or the Administrative Agent will permit those representatives to make copies
and extracts of the books and records and to discuss the same with the Collateral Agent's or the Administrative Agent's officers and
employees. Any access and review will be subject to the Collateral Agent's and the Administrative Agent's confidentiality and privacy
policies. The Collateral Agent and the Administrative Agent will maintain all books, records, reports and other documents and materials
for a period of two years after the termination of its obligations under this Agreement.


 






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Section 8.11.    Collateral
Agent's Representations and Warranties. The Collateral Agent represents and warrants to the Borrowers as of the date of this Agreement:


 


(a)            Organization
and Qualification. The Collateral Agent is duly organized and validly existing as a limited liability company in good standing under
the laws of Delaware. The Collateral Agent is qualified as a foreign limited liability company in good standing and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires
the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be
expected to have a material adverse effect on the Collateral Agent's ability to perform its obligations under the Basic Documents to which
it is a party.


 


(b)            Power,
Authority and Enforceability. The Collateral Agent has the power and authority to execute, deliver and perform its obligations under
the Basic Documents to which it is a party. The Collateral Agent has authorized the execution, delivery and performance of the Basic Documents
to which it is a party. Each of the Basic Documents to which it is a party is the legal, valid and binding obligation of the Collateral
Agent enforceable against the Collateral Agent, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating
to the enforcement of creditors' rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The completion of the transactions under the Basic Documents to which it is a party, and the performance
of its obligations under such documents, will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed
of trust, loan agreement, guarantee or similar document under which the Collateral Agent is a debtor or guarantor, (ii) result in
the creation or imposition of a Lien on the Collateral Agent's properties or assets under the terms of any indenture, mortgage, deed of
trust, loan agreement, guarantee or similar document, (iii) violate the Collateral Agent's organizational documents or by-laws or
(iv) violate a law or, to the Collateral Agent's knowledge, an order, rule or regulation of a federal or State court, regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the Collateral Agent or its properties that
applies to the Collateral Agent, which, in each case, would reasonably be expected to have a material adverse effect on the Collateral
Agent's ability to perform its obligations under the Basic Documents to which it is a party.


 


(d)            No
Proceedings. To the Collateral Agent's knowledge, there are no proceedings or investigations pending or threatened in writing before
a court or other governmental authority having jurisdiction over the Collateral Agent or its properties: (i) asserting the invalidity
of the Basic Documents to which it is a party, (ii) seeking to prevent the completion of any of the transactions contemplated by
the Basic Documents to which it is a party or (iii) seeking a determination or ruling that would reasonably be expected to have a
material adverse effect on the Collateral Agent's ability to perform its obligations under, or the validity or enforceability of, the
Basic Documents to which it is a party.


 






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Section 8.12.    Administrative
Agent's Representations and Warranties. The Administrative Agent represents and warrants to the Borrowers as of the date of this
Agreement:


 


(a)            Organization
and Qualification. The Administrative Agent is duly organized and validly existing as a national banking association in good standing
under the laws of the United States. The Administrative Agent is qualified as a banking institution in good standing and has obtained
all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities
requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably
be expected to have a material adverse effect on the Administrative Agent's ability to perform its obligations under the Basic Documents
to which it is a party.


 


(b)            Power,
Authority and Enforceability. The Administrative Agent has the power and authority to execute, deliver and perform its obligations
under the Basic Documents to which it is a party. The Administrative Agent has authorized the execution, delivery and performance of the
Basic Documents to which it is a party. Each of the Basic Documents to which it is a party is the legal, valid and binding obligation
of the Administrative Agent enforceable against the Administrative Agent, except as may be limited by insolvency, bankruptcy, reorganization
or other laws relating to the enforcement of creditors' rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The completion of the transactions under the Basic Documents to which it is a party, and the performance
of its obligations under such documents, will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed
of trust, loan agreement, guarantee or similar document under which the Administrative Agent is a debtor or guarantor, (ii) result
in the creation or imposition of a Lien on the Administrative Agent's properties or assets under the terms of any indenture, mortgage,
deed of trust, loan agreement, guarantee or similar document, (iii) violate the Administrative Agent's organizational documents or
by-laws or (iv) violate a law or, to the Administrative Agent's knowledge, an order, rule or regulation of a federal or State
court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrative Agent
or its properties that applies to the Administrative Agent, which, in each case, would reasonably be expected to have a material adverse
effect on the Administrative Agent's ability to perform its obligations under the Basic Documents to which it is a party.


 


(d)            No
Proceedings. To the Administrative Agent's knowledge, there are no proceedings or investigations pending or threatened in writing
before a court or other governmental authority having jurisdiction over the Administrative Agent or its properties: (i) asserting
the invalidity of the Basic Documents to which it is a party, (ii) seeking to prevent the completion of any of the transactions contemplated
by the Basic Documents to which it is a party or (iii) seeking a determination or ruling that would reasonably be expected to have
a material adverse effect on the Administrative Agent's ability to perform its obligations under, or the validity or enforceability of,
the Basic Documents to which it is a party.


 


Section 8.13.     Dissolution
of Collateral Agent. Following the termination of this Agreement, the Administrative Agent will, on direction of the Borrowers, dissolve
the Collateral Agent under the laws of the State of Delaware and the HTD LLC Agreement.


 






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ARTICLE IX

OTHER AGREEMENTS


 


Section 9.1.     Compliance
Certificates and Opinions . On direction of or request by the Borrowers to the Collateral Agent or the Administrative Agent to take
action under this Agreement or any other Basic Document, the Borrowers will furnish to the Collateral Agent and/or the Administrative
Agent (a) an Officer's Certificate stating that all conditions in this Agreement or such other Basic Document for the proposed action
have been satisfied and (b) an Opinion of Counsel stating that in the opinion of that counsel those conditions have been satisfied.


 


Section 9.2.     No
Petition. Each party and each Exchange Noteholder, by accepting the related Exchange Note, agrees that, before the date that is one
year and one day (or, if longer, any applicable preference period) after the payment in full of all Secured Obligations, including all
Exchange Notes, and any other Securities, it will not start or pursue against, or join any other Person in starting or pursuing against,
either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
other proceedings under any federal or State bankruptcy or similar law. This Section 9.2 will survive the termination of this Agreement.


 


Section 9.3.     Borrowers'
Obligation Only. The Borrowers' obligations under this Agreement, the Exchange Note Supplements and the Exchange Notes are solely
the Borrowers' obligations and do not represent an obligation, or interest in any assets, of the Servicer, the Holding Companies, the
Collateral Agent, the Administrative Agent or any other Person, or of any member, manager, officer, director, employee or agent of the
Borrowers in their individual capacities.


 


Section 9.4.     Limited
Recourse; Subordination of Claims.


 


(a)           Limited
Recourse of Secured Parties. The Collateral Agent, the Administrative Agent and the Lender, by entering into this Agreement, and each
Exchange Noteholder, by accepting an Exchange Note, acknowledge and agree that:


 


(i)            a
claim against the Borrowers for Secured Obligations under this Agreement by (A) the Collateral Agent will be limited in recourse
to the Borrowers' assets allocated to the Collateral Specified Interest, (B) the Lender will be limited in recourse to the Borrowers'
assets allocated to the Revolving Facility Pool and (C) except for funds allocated to the Exchange Noteholder under Article VII
and each related Exchange Note Supplement, an Exchange Noteholder will be limited in recourse to the Borrowers' assets allocated to the
related Reference Pool; and


 


(ii)           none
of the Collateral Agent, the Lender or an Exchange Noteholder (or the Administrative Agent on behalf of any of them) has any right, title
or interest in or to any assets of the Borrowers other than as described in clause (i), including (A) for each of them, assets allocated
to a Specified Interest of a Borrower other than the Collateral Specified Interest, (B) for the Lender, assets allocated to any Reference
Pool and (C) for an Exchange Noteholder, assets allocated to the Revolving Facility Pool or any other Reference Pool (for each of
the Collateral Agent, the Lender or an Exchange Noteholder, as applicable, "Other Borrower Assets").


 






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(b)            Subordination
Agreement. If the Collateral Agent, the Lender or an Exchange Noteholder (or the Administrative Agent on behalf of any of them) either
(i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim
to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under
Section 1111(b) of the Bankruptcy Code), then the Collateral Agent, the Administrative Agent, the Lender and each Exchange Noteholder
further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible
payment in full of the other obligations and liabilities of the Borrowers ("Other Borrower Liabilities"), which, under
the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are
entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security
interest is legally perfected or entitled to a priority of distribution under applicable law, including insolvency laws, and whether or
not asserted against the Borrowers), in each case, including the payment of post-petition interest on those other obligations and liabilities.
This Section 9.4(b) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The
Collateral Agent, the Administrative Agent, the Lender and each Exchange Noteholder further acknowledge and agree that no adequate remedy
at law exists for a breach of this Section 9.4 and this Section 9.4 may be enforced by an action for specific performance.


 


(c)            Election
under Bankruptcy Code. The Collateral Agent, the Administrative Agent and the Lender, by entering into this Agreement, each Exchange
Noteholder, by accepting an Exchange Note, irrevocably makes the election provided to secured creditors by Section 1111(b)(1)(A)(i) of
the Bankruptcy Code to receive the treatment provided by Section 1111(b)(2) of the Bankruptcy Code for a secured claim that
Person may have against Other Borrower Assets, including (i) for each of them, assets allocated to a Specified Interest of a Borrower
other than the Collateral Specified Interest, (ii) for the Lender, assets allocated to any Reference Pool and (iii) for an Exchange
Noteholder, assets allocated to the Revolving Facility Pool or any other Reference Pool.


 


(d)            Third
Party Benefit. This Section 9.4 is for the third party benefit of the holders, pledgees or other beneficiaries of Other Borrower
Liabilities and will survive the termination of this Agreement.


 


Section 9.5.     Obligations
of Collateral Agent and Administrative Agent. No recourse may be taken, directly or indirectly, for the obligations of the Collateral
Agent and the Administrative Agent under this Agreement or a certificate or other writing delivered for this Agreement, against (a) the
Collateral Agent or the Administrative Agent, each in its individual capacity, (b) each partner, owner, beneficiary, agent, officer,
director, employee or agent of the Collateral Agent or the Administrative Agent, each in its individual capacity or (c) each holder
of a beneficial interest in the Collateral Agent or the Administrative Agent, each in its individual capacity. The Collateral Agent and
the Administrative Agent have none of these obligations in their individual capacities.


 






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ARTICLE X

MISCELLANEOUS


 


Section 10.1.    Amendments.


 


(a)            General
Amendments. Without the consent of the Exchange Noteholders, the parties may amend this Agreement or any Exchange Note Supplement:


 


(i)            to
correct or expand the description of property subject to the Lien of this Agreement, or better to assure, convey and confirm to the Collateral
Agent property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this
Agreement;


 


(ii)           to
evidence the succession of any other Person to a Borrower, and the assumption by the successor of the obligations of the Borrower in this
Agreement, the Exchange Note Supplements and in the Exchange Notes;


 


(iii)          to
add to the covenants of the Borrowers, for the benefit of the Lender and the Exchange Noteholders, or to surrender a right or power given
to the Borrowers in this Agreement and the Exchange Note Supplements;


 


(iv)          to
transfer, assign, mortgage or pledge property to or with the Collateral Agent;


 


(v)           to
clarify an ambiguity, correct an error or correct or supplement any term in this Agreement or an Exchange Note Supplement inconsistent
with another term in this Agreement or the Exchange Note Supplement or to add provisions which are not inconsistent with the provisions
of this Agreement or an Exchange Note Supplement if the action does not have a material adverse effect on the interests of the Exchange
Noteholders; or


 


(vi)          to
evidence the acceptance of the appointment under this Agreement of a successor Collateral Agent or Administrative Agent.


 


(b)           Amendments
without Material Adverse Effect. Without the consent of the Exchange Noteholders, the parties may amend this Agreement or an Exchange
Note Supplement to add terms to, to change or eliminate the terms of, or to modify the rights of the Exchange Noteholders under, this
Agreement or the Exchange Note Supplement, if:


 


(i)            the
Borrowers deliver to the Collateral Agent and the Administrative Agent an Officer's Certificate stating that the amendment will not have
a material adverse effect on the Exchange Notes; and


 


(ii)           the
Borrowers deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment will not (A) cause
a Note to be considered sold or exchanged for purposes of Section 1001 of the Code or (B) cause a Borrower to be treated as
an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.


 






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(c)            Amendments
with Consent of Exchange Noteholders. With the consent of all Exchange Noteholders (for amendments to this Agreement) or the related
Exchange Noteholder (for amendments to an Exchange Note Supplement), the parties may amend this Agreement or an Exchange Note Supplement
to add terms to, to change or eliminate terms of, or to modify the rights of the Exchange Noteholders under, this Agreement or the Exchange
Note Supplement if the Borrowers deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment
will not (i) cause any Note to be considered sold or exchanged for purposes of Section 1001 of the Code or (ii) cause a
Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.


 


(d)            Exchange
Noteholder Consent. For any amendment to this Agreement or an Exchange Note Supplement or any other Basic Document requiring the consent
of the Exchange Noteholders, the Administrative Agent will, when directed by the Borrowers, notify the Exchange Noteholders to request
consent and follow its reasonable procedures to obtain consent.


 


(e)            Form;
Authorization; Reliance. Each amendment will be in form reasonably satisfactory to the Administrative Agent. The Collateral Agent
and the Administrative Agent are authorized to execute the amendment and any other agreements required by the amendment. For any amendment,
the Administrative Agent may request, and the Borrowers will deliver, an Opinion of Counsel stating that the amendment is permitted by
this Agreement and that all conditions to the amendment have been satisfied.


 


(f)            Collateral
Agent and Administrative Agent Not Obligated. Neither the Collateral Agent nor the Administrative Agent is obligated to enter into
an amendment that adversely affects their rights, powers, obligations, or liabilities under this Agreement or an Exchange Note Supplement.


 


Section 10.2.     Benefit
of Agreement. This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors
and assigns. No other Person will have any right or obligation under this Agreement.


 


Section 10.3.     Notices.


 


(a)            Notices
to Parties. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must
be in writing and will be considered received by the recipient:


 


(i)            for
overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed
to the recipient;


 


(ii)           for
a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii)          for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 






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(iv)          for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has been made.


 


(b)            Notice
Addresses. A notice, request, direction, consent, waiver or other communication must be addressed to the recipient stated in Schedule
A, which address the party may change by notifying the other parties.


 


(c)            Notices
to Exchange Noteholders. Notices to an Exchange Noteholder will be considered received by the Exchange Noteholder, for overnight delivery,
on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Exchange
Noteholder at its address in the Exchange Note Register.


 


Section 10.4.     GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, EXCEPT THAT, UNDER SECTION 3809
OF TITLE 12 OF THE DELAWARE CODE, THE DOCTRINE OF MERGER WILL NOT BE APPLICABLE TO THIS AGREEMENT.


 


Section 10.5.     Submission
to Jurisdiction. The Administrative Agent submits to the nonexclusive jurisdiction of a United States District Court sitting in Delaware
and of a Delaware State Court for legal proceedings relating to this Agreement or any Exchange Note Supplement. The Administrative Agent
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding
relating to this Agreement or any Exchange Note Supplement brought in such a court and any claim that the proceeding was brought in an
inconvenient forum.


 


Section 10.6.     WAIVER
OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS
RELATING TO THIS AGREEMENT OR ANY EXCHANGE NOTE SUPPLEMENT.


 


Section 10.7.     No
Waiver; Remedies. No party's failure or delay in exercising a power, right or remedy under this Agreement or any Exchange Note Supplement
will operate as a waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the
power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement and
any Exchange Note Supplement are in addition to any powers, rights and remedies under law.


 


Section 10.8.     Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 10.9.     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 






    38 


     


    

 


Section 10.10.     Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and the counterparts will together be one
document.


 


[Remainder of Page Left Blank]


 






    39 


     


    

 


EXECUTED BY:


 


	 	CAB EAST LLC,
	 	as a Borrower and a Titling Company
	 	 	 
	 	 	 
	 	By:	 	/s/ Nathan Herbert
	 	 	Name:	Nathan Herbert
	 	 	Title:	Secretary
	 	 	 
	 	 	 
	 	CAB WEST LLC,
	 	as a Borrower and a Titling Company
	 	 	 
	 	 	 
	 	By:	 	/s/ Nathan Herbert
	 	 	Name:	Nathan Herbert
	 	 	Title:	Secretary
	 	 	 
	 	 	 
	 	FORD MOTOR CREDIT COMPANY,
	 	as Lender and as Servicer
	 	 	 
	 	 	 
	 	By:	 	/s/ Ryan Hershberger
	 		Name:	Ryan Hershberger
	 		Title:	Assistant Treasurer
	 	 	 



 


[Signature Page to Credit and Security Agreement (4th A&R)]


 









     


     


    


 



 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	not in its individual capacity
	 	but solely as Administrative Agent
	 	 
	 	 
	 	By: 	 	/s/ April E. Lancsak 
	 	 	Name:  	April E. Lancsak
	 	 	Title:	  Vice President
	 	 
	 	 
	 	HTD LEASING LLC,
	 	as Collateral Agent
	 	 
	 	 
	 	By: 	 	/s/ Melissa Rosal 
	 	 	Name:  	Melissa Rosal
	 	 	Title:  	President
	 	 



 


[Signature Page to Credit and Security Agreement (4th A&R)]


 






     


     


    

 


Schedule A


 


Notice Addresses


 


		1.	If to Ford Credit, in its individual capacity or as Lender, Servicer, Custodian and Collateral Agent Administrator:	 






	 	 	 	 
	 	 	Ford Motor Credit Company LLC	 
	 	 	c/o Ford Motor Company	 
	 	 	World Headquarters, Suite 802	 
	 	 	One American Road	 
	 	 	Dearborn, Michigan 48126	 
	 	 	Attention: Securitization Operations Manager	 
	 	 	Telephone: (313) 206-7860	 
	 	 	Email: FDSecops@ford.com	 
	 	 	 	 
	 	 	With a copy to:	 
	 	 	 	 
	 	 	Ford Motor Credit Company LLC	 
	 	 	c/o Ford Motor Company

One American Road

Suite 1038	 
	 	 	Dearborn, Michigan 48126

Attention: Office of General Counsel

Fax: (313) 337-9591

Email: notice@ford.com	 



 


		2.	If to the Borrowers or the Titling
Companies:



 


	 	 	CAB East LLC	 
	 	 	CAB West LLC	 
	 	 	c/o Ford Motor Company	 
	 	 	World Headquarters, Suite 802	 
	 	 	One American Road	 
	 	 	Dearborn, Michigan 48126	 
	 	 	Attention: Ford Credit SPE Management Office	 
	 	 	Telephone: (313) 594-3495	 
	 	 	Email: FSPEMgt@ford.com	 
	 	 	 	 
	 	 	With a copy to:	 
	 	 	 	 
	 	 	Ford Motor Credit Company LLC

c/o Ford Motor Company

One American Road

Suite 1038	 
	 	 	Dearborn, Michigan 48126

Attention: Office of General Counsel

Fax: (313) 337-9591

Email: notice@ford.com	 


 






    SA-1


     


    




 


		3.	If to the Administrative Agent:



 


	 	 	U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603	 
	 	 	Attention: Ford Lease Collateral Agency	 
	 	 	Telephone: (312) 332-7496	 
	 	 	Facsimile: (312) 332-7996	 



 


		4.	If to the Collateral Agent:



 


	 	 	HTD Leasing LLC

c/o U.S. Bank National Association

190 South LaSalle Street

7th Floor

Chicago, Illinois 60603	 
	 	 	Attention: Ford Lease Collateral Agency	 
	 	 	Telephone: (312) 332-7496	 
	 	 	Facsimile: (312) 332-7996	 



 






    SA-2


     


    

 


Appendix A to the

Credit and Security Agreement


 


Usage and Definitions


 


Usage


 


The following usage rules apply to this Appendix,
each document that incorporates this Appendix and any document delivered under any such document:


 


(a)            The
term "document" includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether
in electronic or physical form.


 


(b)            Accounting
terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting
principles, international financial reporting standards or other applicable accounting principles in effect in the United States on the
date of the document that incorporates this Appendix.


 


(c)             References
to "Article," "Section," "Exhibit," "Schedule," "Appendix" or another subdivision of
or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment
to the document in which the reference appears.


 


(d)            Any
document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified,
supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the
document.


 


(e)            Any
statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified,
supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations
promulgated under the statute and any judicial and administrative interpretations of the statute.


 


(f)             References
to "law" or "applicable law" in this Appendix or in any document that incorporates this Appendix include all rules and
regulations enacted under such law.


 


(g)            The
calculation of any amount as of the Cutoff Date will be determined as of the open of business on that day before the application or processing
of any funds, payments and other transactions on that day. The calculation of any amount for any other day will be determined, unless
otherwise stated, as of the close of business on that day after the application or processing of any funds, payments and other transactions
on that day.


 


(h)            References
to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.


 


(i)             The
terms defined in this Appendix apply to the singular and plural forms of those terms.


 






    AA-1


     


    

 


(j)             The
term "including" means "including without limitation."


 


 


(k)            References
to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.


 


(l)            In
the computation of periods of time from one date to or through a later date, the word "from" means "from and including,"
the word "to" means "to but excluding" and the word "through" means "to and including."


 


(m)            Except
where "not less than zero" or similar language is indicated, amounts determined by reference to a mathematical formula may be
positive or negative.


 


(n)            References
to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year, respectively.


 


(o)            No
Person will be deemed to have "knowledge" of a particular event or occurrence for purposes of any document that incorporates
this Appendix, unless either (i) a Responsible Person of the Person has knowledge of the event or occurrence or (ii) the Person
has received notice of the event or occurrence according to any Basic Document.


 


Definitions


 


"Adjusted Capitalized Cost" means,
for a Lease, (a) the sum of (i) the agreed on value of the related Leased Vehicle, plus (ii) any items the Lessee
agrees to pay over the original term of the Lease, minus (b) any amounts paid by the Lessee that reduce the amount in clause
(a).


 


"Administrative Agent" means U.S.
Bank, not in its individual capacity but solely as Administrative Agent under the Credit and Security Agreement.


 


"Advance" has the meaning stated
in Section 2.1(a) of the Credit and Security Agreement.


 


"Advance Payment Plan Lease" means
a Lease that was paid in full at the time it was originated.


 


"Advance Rate" means 90%, as may
be increased or decreased according to Section 2.6(a) of the Credit and Security Agreement.


 


"Affiliate" means, for a specified
Person, another Person directly or indirectly controlling, controlled by, or under direct or indirect common control with the specified
Person. For the purposes of this definition, "control" when used with respect to a Person means the power to direct the management
and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.


 


"Bankruptcy Code" means the United
States Bankruptcy Code, Title 11 of the United States Code.


 






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"Base Payment" means, for a Lease,
an amount payable by the related Lessee monthly in advance that provides a fixed internal rate of return and amortizes the Adjusted Capitalized
Cost of the Lease to the Contract Residual Value of the related Leased Vehicle at the Scheduled Lease End Date.


 


"Basic Documents" means:


 


		(a)	the Credit and Security Agreement;



 


		(b)	the Servicing Agreement;



 


		(c)	the HTD Administration Agreement;



 


		(d)	the Titling Company LLC Agreements;



 


		(e)	the Holding Company LLC Agreements;



 


		(f)	the HTD LLC Agreement; and



 


		(g)	the License Agreement.



 


"Borrower" means each of CAB East
and CAB West, as borrowers under the Credit and Security Agreement.


 


"Borrower Collateral" means (a) the
Leases, (b) the Leased Vehicles, (c) all Collections on the Leases and the Leased Vehicles, (d) rights to receive proceeds
from claims on insurance companies for (i) insurance policies maintained under Section 5.15 of the Credit and Security Agreement
and (ii) insurance covering the Leased Vehicle or Lessee, (e) Dealer Recourse for the Leases, (f) the Lease Files, (g) all
"security entitlements" (as defined in Section 8-102 of the UCC) relating to the Revolving Facility Collection Account
and all Exchange Note Collection Accounts and the property deposited in or credited to the Revolving Facility Collection Account and any
of the Exchange Note Collection Accounts, (h) all present and future claims, demands, causes of action and choses in action relating
to the property described above and (i) all payments on or under and proceeds of the property described above.


 


"Borrowing Base" means, as of
the date of any Advance, the product of (a) the Advance Rate, times (b) the excess of (i) the aggregate Lease Balance
of the Leases (including a Lease to be acquired with the proceeds of the Advance and the Leases allocated to Reference Pools on that date),
over (ii) the aggregate principal balance of the Exchange Notes on that date (after giving effect to payment of principal
on the Exchange Notes on that date).


 


"Business Day" means a day other
than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, St. Paul, Minnesota or Chicago, Illinois
are authorized or obligated by law or executive order to close.


 


"CAB East" means CAB East LLC,
a Delaware limited liability company.


 






    SA-3


     


    

 


"CAB East LLC Agreement" means
the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of
December 1, 2015, by CAB East Holdings, as member.


 


"CAB East Holdings" means CAB
East Holdings, LLC, a Delaware limited liability company.


 


"CAB West" means CAB West LLC,
a Delaware limited liability company.


 


"CAB West LLC Agreement" means
the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of
December 1, 2015, by CAB West Holdings, as member.


 


"CAB West Holdings" means CAB
West Holdings, LLC, a Delaware limited liability company.


 


"Certificate of Title" means the
certificate of title of a Leased Vehicle.


 


"Closing Date" means July 22,
2005.


 


"Code" means the Internal Revenue
Code of 1986.


 


"Collateral Agent" means HTD,
as Collateral Agent under the Credit and Security Agreement.


 


"Collateral Agent Administrator"
means Ford Credit, as Collateral Agent Administrator under the HTD Administration Agreement.


 


"Collateral Specified Interest"
means, for each Borrower, the Specified Interest designated according to the related Titling Company LLC Agreement as a "Collateral
Specified Interest."


 


"Collection Period" (a) for
the Revolving Facility Pool, means each month and (b) for a Reference Pool, has the meaning stated in the related Exchange Note Supplement.
For a Payment Date, the related Collection Period means the Collection Period before the Payment Date.


 


"Collections" means, for a Collection
Period and the Revolving Facility Pool and, unless otherwise stated in the related Exchange Note Supplement or Servicing Supplement, a
Reference Pool, all amounts applied on the Leases and Leased Vehicles in the Revolving Facility Pool or the Reference Pool, as applicable,
during that Collection Period, including all amounts applied from the Lessees on the related Leases and all amounts applied that relate
to the sale or other disposition of the related Leased Vehicles, but excluding any such amounts used by the Servicer to pay sales and
use and/or monthly rental receipts tax and to offset personal property and ad valorem taxes and other administrative costs.


 


"Contract Rate" means, for a Lease,
the internal rate of return used to calculate the Base Payment.


 






    SA-4


     


    

 


"Contract Residual Value" means,
for a Lease, the dollar amount stated in the Lease as the value of the related Leased Vehicle at the Scheduled Lease End Date, which amount
may be adjusted if the Lease is extended.


 


"Corporate Trust Office" means,
for the Administrative Agent:


 


		(a)	for administration of the Credit and Security Agreement:



 


U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Fax: (312) 332-7996

Telephone: (312) 332-7496


 


		(b)	for Exchange Note Registrar services:



 


U.S. Bank National Association

111 Fillmore Street

St. Paul, Minnesota 55107-1402

Attn: Bondholder Services


 


or, in each case, at another address designated by that Person
by notice to the Borrowers, the Servicer and each Exchange Noteholder.


 


"Credit
and Security Agreement" means the Fourth Amended and Restated Credit and Security Agreement, dated as of July 22,
2005, as amended and restated as of June 4, 2021, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent,
HTD, as Collateral Agent, and Ford Credit, as Lender and as Servicer, as supplemented by Exchange Note Supplements.


 


"Custodian" means Ford Credit,
in its capacity as custodian of the Lease Files.


 


"Cutoff Date" means, for an Exchange
Note and the related Reference Pool, the date stated in the related Exchange Note Supplement.


 


"Dealer" means, for a Lease, the
dealer who originated and assigned the Lease to a Titling Company.


 


"Dealer Recourse" means, for a
Lease or Leased Vehicle, recourse rights against the originating Dealer.


 


"Eligible State" means, for a
Titling Company, each State in which the Titling Company is, if required by applicable law, qualified, licensed and approved to hold title
or other evidence of an interest in a Leased Vehicle.


 


"ERISA" means the Employee Retirement
Income Security Act of 1974.


 






    SA-5


     


    

 


"Excess Mileage" means, for a
Leased Vehicle, the amount assessed under the related Lease for the excess of the number of miles that the Leased Vehicle has been driven
over the number of miles the Leased Vehicle may be driven during the term of the Lease without an excess mileage charge, whether or not
the assessed amount is waived or collected.


 


"Excess Wear and Use" means, for
a Leased Vehicle, the amount assessed under the related Lease for damages to the Leased Vehicle that are not the result of normal wear
and use, whether or not the assessed amount is waived or collected.


 


"Exchange Note" has the meaning
stated in Section 4.1(a) of the Credit and Security Agreement.


 


"Exchange Note Allocation Percentage"
means, for an Exchange Note and a date, a fraction expressed as a percentage, with (a) a numerator equal to the Exchange Note Balance
of the Exchange Note and (b) a denominator equal to the sum of (i) the Revolving Facility Balance, plus (ii) the
aggregate of the Exchange Note Balances of the Exchange Notes.


 


"Exchange Note Balance" means,
for an Exchange Note, the initial principal balance minus all amounts paid on the Exchange Note as principal.


 


"Exchange Note Basic Documents"
means, for an Exchange Note, the related Exchange Note Supplement, the related Servicing Supplement and any other document stated as a
"Transaction Document" in the related Exchange Note Supplement.


 


"Exchange Note Collection Account"
means the account established for an Exchange Note and a Reference Pool under Section 5.1(b) of the Servicing Agreement and
the related Servicing Supplement.


 


"Exchange Note Default" means,
for an Exchange Note, any occurrence that with notice or passage of time or both would become an Exchange Note Event of Default.


 


"Exchange Note Event of Default"
has the meaning stated in Section 6.4(a) of the Credit and Security Agreement.


 


"Exchange Note Interest Payment Amount"
means, for an Exchange Note and a Payment Date, the interest due and owing on the Exchange Note for the Payment Date according to the
related Exchange Note Supplement.


 


"Exchange Note Interest Period"
has, for an Exchange Note, the meaning stated in the related Exchange Note Supplement.


 


"Exchange Note Interest Rate"
has, for an Exchange Note, the meaning stated in the related Exchange Note Supplement.


 


"Exchange Note Issuance Date"
has the meaning stated in Section 4.2(d)(i) of the Credit and Security Agreement.


 






    SA-6


     


    

 


"Exchange Note Principal Payment Amount"
means, for an Exchange Note and a Payment Date, the amount owing as principal of the Exchange Note for the Payment Date according to the
related Exchange Note Supplement.


 


"Exchange Note Purchase Price"
means, for an Exchange Note, the amount payable for the redemption of the Exchange Note as stated in the related Servicing Supplement.


 


"Exchange Note Redemption Date"
means, for an Exchange Note, the date on which the redemption of the Exchange Note is to occur under the related Servicing Supplement.


 


"Exchange Note Register" and "Exchange
Note Registrar" have the meanings stated in Section 4.3 of the Credit and Security Agreement.


 


"Exchange Note Supplement" has
the meaning stated in Section 4.1(a) of the Credit and Security Agreement.


 


"Exchange Noteholder" means the
Person in whose name an Exchange Note is registered on the Exchange Note Register.


 


"Facility Amount" means $30,000,000,000,
as increased or decreased under Section 2.5 of the Credit and Security Agreement.


 


"Facility Default" means any occurrence
that with notice or the passage of time or both would become a Facility Event of Default.


 


"Facility Event of Default" has
the meaning stated in Section 6.1(a) of the Credit and Security Agreement.


 


"Facility Termination Date" means
the 20th anniversary of the Closing Date, as that date may be extended according to Section 2.4 of the Credit and Security Agreement.


 


"Federal Reserve Bank of New York's Website"
means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.


 


"Final Scheduled Payment Date"
means, for an Exchange Note, the date stated in the Exchange Note or in the related Exchange Note Supplement as the fixed date that the
final payment of principal on the Exchange Note is due and payable.


 


"Ford Credit" means Ford Motor
Credit Company LLC, a Delaware limited liability company.


 


"Grant" means to mortgage, pledge,
assign and to grant a lien on and a security interest in the relevant property.


 


"Holding Company" means each of
CAB East Holdings and CAB West Holdings.


 






    SA-7


     


    

 






"Holding Company LLC Agreement"
means each of (a) the Second Amended and Restated Limited Liability Company Agreement of CAB East Holdings, dated as of November 1,
2004, as amended and restated as of December 1, 2015, between Ford Credit and CAB East Holdings, and (b) the Amended and Restated
Limited Liability Company Agreement of CAB West Holdings, dated as of November 18, 2014, as amended and restated as of December 1,
2015, between Ford Credit and CAB West Holdings.


 


"HTD" means HTD Leasing LLC, a
Delaware limited liability company.


 


"HTD Administration Agreement"
means the Second Amended and Restated Administration Agreement, dated as of July 22, 2005, as amended and restated as of December 1,
2015, between the Collateral Agent, the Administrative Agent and the Collateral Agent Administrator.


 


"HTD LLC Agreement" means the
Third Amended and Restated Limited Liability Company Agreement of HTD Leasing LLC, dated as of December 1, 2006, by U.S. Bank, as
Member.


 


"Indemnified Person" has (a) for
the Credit and Security Agreement, the meaning stated in Section 8.6(c) of the Credit and Security Agreement, (b) for the
Servicing Agreement, the meaning stated in Section 6.3(a) of the Servicing Agreement and (c) for the HTD Administration
Agreement, the meaning stated in Section 3.3(a) of the HTD Administration Agreement.


 


"Insolvency Event" means, for
a Person, (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy,
(c) being adjudged bankrupt or insolvent, or having had entered against the Person an order for relief in any bankruptcy or insolvency
proceeding, (d) the filing by the Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief
under any law, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official
of the Person or of all or any substantial part of the Person's assets, (f) the failure to obtain dismissal or a stay within 60 days
of the start of or the filing by the Person of an answer or other pleading admitting or failing to contest the material allegations of
a petition filed against the Person in any proceeding against the Person seeking (i) reorganization, liquidation, dissolution or
similar relief under any law or (ii) the appointment of a trustee, liquidator, receiver or similar official of the Person or of all
or any substantial part of the Person's assets or (g) the failure by the Person generally to pay its debts as they become due.


 


"Interest Period" means, for the
Revolving Facility:


 


		(a)	for the first Payment Date, the period from and including the Closing Date to the last day of the month in which the Closing Date
occurs;



 


		(b)	for each following Payment Date other than the final Payment Date, the calendar month immediately before the month in which the Payment
Date occurs; and



 


		(c)	for the final Payment Date, the period from the first day of the calendar month immediately before the month in which the Payment
Date occurs to the Payment Date.



 


"Investment Company Act" means
the Investment Company Act of 1940.


 






    SA-8


     


    

 


"IRS" means the Internal Revenue
Service.


 


"Lease" means a lease agreement
for a motor vehicle entered into between a Lessee and a Dealer and assigned by the Dealer to a Titling Company and which has been allocated
to the Collateral Specified Interest of the related Titling Company according to the related Titling Company LLC Agreement.


 


"Lease Balance" means, for a Lease
and a Collection Period, the sum of the present values of (a) the Base Payments remaining after the end of the Collection Period
and (b) the Contract Residual Value of the related Leased Vehicle, calculated using a discount rate equal to the related Contract
Rate on the basis of a 360-day year of twelve 30-day months to the beginning of the Collection Period and assuming each amount is received
at the end of the Collection Period in which the amount is scheduled to be received and giving effect to any Payment Extension made on
the Lease.


 


"Lease File" has the meaning stated
in Section 3.9(b) of the Servicing Agreement.


 


"Leased Vehicle" means a motor
vehicle, together with all attached items or accessories, subject to a Lease.


 


"Lender" means Ford Credit, in
its capacity as Lender under the Credit and Security Agreement.


 


"Lessee" means the lessee of a
Leased Vehicle under a Lease or any other Person who is obligated to make payments on the Lease.


 


"License Agreement" means the
License Agreement dated as of July 22, 2005, among Ford Credit, as licensor, HTD Leasing LLC, as Collateral Agent and licensee, and
U.S. Bank as Administrative Agent.


 


"Lien" means a security interest,
lien, charge, pledge, equity or encumbrance.


 


"Margin" means 0.50%, as may be
increased or decreased according to Section 2.6(b) of the Credit and Security Agreement


 


"Monthly Investor Report" has
the meaning stated in Section 3.4(b) of the Servicing Agreement.


 


"Moody's" means Moody's Investors
Service, Inc.


 


"New York UCC" has the meaning
stated in Section 5.2(b) of the Servicing Agreement.


 


"Officer's Certificate" means,
for a Person, a certificate signed by any officer of the Person.


 


"Opinion of Counsel" means a written
opinion of counsel, which counsel is reasonably acceptable to the Administrative Agent.


 






    SA-9


     


    

 


"Other Borrower Assets" has the
meaning stated in Section 9.4(a)(ii) of the Credit and Security Agreement.


 


"Other Borrower Liabilities" has
the meaning stated in Section 9.4(b) of the Credit and Security Agreement.


 


"Outstanding" means, for the Exchange
Notes as of any date, all Exchange Notes authenticated and delivered under an Exchange Note Supplement on or before that date except (a) Exchange
Notes that has been cancelled by the Exchange Note Registrar or delivered to the Exchange Note Registrar for cancellation, (b) Exchange
Notes for which an amount necessary to pay the Exchange Note has been deposited with the Administrative Agent for the related Exchange
Noteholder and, if the Exchange Note is to be redeemed, notice of the redemption has been given under the Exchange Note Supplement and
(c) Exchange Notes in exchange for or in place of which another Exchange Note has been authenticated and delivered under the Credit
and Security Agreement unless proof satisfactory to the Administrative Agent is presented that the Exchange Note is held by a bona fide
purchaser. In determining whether Exchange Noteholders of the required aggregate Exchange Note Balance have made or given a request, demand,
authorization, direction, notice, consent or waiver under any Basic Document, Exchange Notes owned by the Borrowers, the Servicer or their
Affiliates will be considered not to be Outstanding. However, Exchange Notes owned by the Borrowers, the Servicer or their Affiliates
will be considered to be Outstanding if (i) no other Exchange Notes remain Outstanding or (ii) the Exchange Notes have been
pledged in good faith and the pledgee establishes to the reasonable satisfaction of the Administrative Agent the pledgee's right to act
for the Exchange Notes and that the pledgee is not a Borrower, the Servicer or their Affiliates.


 


"Payment
Date" means (a) for the Revolving Facility, the 15th day of each month or, if not a Business Day, the next Business
Day and (b) for an Exchange Note, the date stated in the related Exchange Note Supplement. For a Collection Period, the related Payment
Date means the Payment Date following the end of the Collection Period.


 


"Payment Extension" means, for
a Lease other than an Advance Payment Plan Lease, an extension of the payment term by the Servicer by deferring the scheduled payment
due in one or more months and extending the term of the Lease by the same number of months.


 


"Payment Extension Fee" means,
for a Lease other than an Advance Payment Plan Lease and a Collection Period, the amount assessed to the related Lessee for a Payment
Extension, whether or not the amount is waived or collected.


 


"Permitted Lien" means, for a
Lease or Leased Vehicle, (a) a tax lien, mechanics' lien or lien that attaches to a Lease or Leased Vehicle by operation of law and
resulting solely from an action or omission of the related Lessee and (b) the Lien of the Collateral Agent under the Credit and Security
Agreement.


 


"Person" means a legal person,
including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government,
a department or agency of a government or any other entity.


 






    SA-10


     


    

 


"Proceeding" means a suit in equity,
action at law or other judicial or administrative proceeding.


 


"QIB" has the meaning stated in
Section 4.4(f)(ii) of the Credit and Security Agreement.


 


"Reference Pool" has the meaning
stated in Section 4.1(b) of the Credit and Security Agreement.


 


"Reference Pool Servicer Termination Event"
has the meaning stated in Section 7.3(a) of the Servicing Agreement.


 


"Reference Pool Servicing Fee"
has, for a Reference Pool, the meaning stated in the related Servicing Supplement.


 


"Responsible Person":


 


		(a)	for a Titling Company, has the meaning stated in the related Titling Company LLC Agreement;



 


		(b)	for the Servicer, means the individuals designated by the Servicer under Section 3.6(d) of the Servicing Agreement;



 


		(c)	for the Collateral Agent Administrator, means the individuals designated by the Collateral Agent Administrator under Section 2.7
of the HTD Administration Agreement; and



 


		(d)	for the Administrative Agent, means an officer in the Corporate Trust Office, including a vice president, assistant vice president,
secretary, assistant secretary or another officer customarily performing functions similar to those performed by the officers listed above,
having direct responsibility for the administration of the Credit and Security Agreement and, for a particular matter, any officer to
whom the matter is referred because of the officer's knowledge of and familiarity with the particular subject.



 


"Revolving Facility" means the
uncommitted revolving credit facility by the Lender to the Borrowers under Article II of the Credit and Security Agreement.


 


"Revolving Facility Allocation Percentage"
means, as of a date of determination, a fraction, expressed as a percentage, with a numerator equal to the Revolving Facility Balance
and a denominator equal to the sum of (a) the Revolving Facility Balance, plus (b) the aggregate of the Exchange Note
Balances of the Exchange Notes.


 


"Revolving Facility Balance" means,
as of a date, the unpaid principal amount of the Advances outstanding under the Credit and Security Agreement.


 






    SA-11


     


    

 


"Revolving Facility Benchmark Rate"
means, for the Revolving Facility and an Interest Period, the rate, as determined by the Lender, for the compounded average of the secured
overnight financing rate over a rolling 30-calendar day period, which is published by the Federal Reserve Bank of New York, as the administrator
of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website under "30-Day Average SOFR"
at 3:00 p.m., New York time, on the most recent Revolving Facility Interest Determination Date. If this rate does not appear on the Federal
Reserve Bank of New York's Website, the rate that was published at 3:00 p.m., New York time, on the first preceding Revolving Facility
Interest Determination Date for which such rate was published on the Federal Reserve Bank of New York's Website under "30-Day Average
SOFR." If the Federal Reserve Bank of New York's Website's rate is not available or does not appear on a Revolving Facility Interest
Determination Date, the Lender and the Borrowers will agree on another method to determine an appropriate rate. All percentages resulting
from any determination of the Revolving Facility Benchmark Rate will be rounded to the nearest 1/100,000 of 1% (0.000001), with five one-millionths
of a percentage point rounded upward.


 


"Revolving Facility Collection Account"
means the account established for the Revolving Facility Pool under Section 5.1(a) of the Servicing Agreement.


 


"Revolving Facility Interest Determination
Date" means, for the Revolving Facility, the day that is two Business Days before the first day of the applicable Interest Period
(determined in accordance with the SOFR publication calendar of the Federal Reserve Bank of New York).


 


"Revolving Facility Interest Payment Amount"
means, for a Payment Date and the related Interest Period, the sum of:


 


		(a)	the portion of the Revolving Facility Interest Payment Amount for the immediately prior Payment Date that was not paid in that date;
plus



 


		(b)	the product of (i) the arithmetic mean of (A) the Revolving Facility Balance as of the open of business on the first day
of the Interest Period and (B) the Revolving Facility Balance as of the close of business on the last day of the Interest Period,
times (ii) the Revolving Facility Interest Rate, times (iii) the actual number of days in the Interest Period
divided by 365 or 366, applicable.



 


"Revolving Facility Interest Rate"
means, for an Interest Period and the Revolving Facility Pool, the Revolving Facility Benchmark Rate for the Interest Period plus the
Margin and the Revolving Facility SOFR Adjustment.


 


"Revolving
Facility Pool" means, as of a date, all of the Leases and Leased Vehicles on that date, including a Lease acquired with
the proceeds of an Advance made on that date, but excluding any of the Leases and Leased Vehicles allocated to a Reference Pool as of
that date.


 


"Revolving
Facility Pool Additional Amounts" means, for a Payment Date under the Revolving Facility, amounts that are designated
as "Revolving Facility Pool Additional Amounts" under any Exchange Note Supplement on or before that Payment Date.


 






    SA-12


     


    

 


"Revolving Facility Pool Report"
has the meaning stated in Section 3.4(a) of the Servicing Agreement.


 


"Revolving Facility Pool Servicing Fee"
means, for a Collection Period, a fee payable by the Holding Companies to the Servicer, which fee will initially be in an amount equal
to the product of (a) one-twelfth of 1%, times (b) the sum of the Lease Balances of the Leases included in the Revolving
Facility Pool as of the last day of the prior Collection Period.


 


"Revolving Facility Principal Payment Amount"
has the meaning stated in Section 2.7(b) of the Credit and Security Agreement.


 


"Revolving Facility SOFR Adjustment"
means 0.26% or such other amount as the Lender and the Borrowers may mutually agree upon from time to time.


 


"Revolving Period" means the period
from the Closing Date to the earlier of (a) the Facility Termination Date or (b) the date on which the Lender or the Borrowers
terminate the Revolving Period under Section 2.3 or 6.2 of the Credit and Security Agreement.


 


"Rule 144A" means Rule 144A
under the Securities Act.


 


"Rule 144A Information" has
the meaning stated in Section 4.4(g) of the Credit and Security Agreement.


 


"Schedule of Reference Pool Assets"
means the Schedule of Reference Pool Assets attached to each Exchange Note Supplement.


 


"Scheduled Lease End Date" means,
for a Lease, the date at the end of the Lease term stated in the Lease.


 


"Secured Obligations" has the
meaning stated in Section 3.2(a) of the Credit and Security Agreement.


 


"Secured Parties" means the Lender
and each Exchange Noteholder.


 


"Securities Act" means the Securities
Act of 1933.


 


"Security" has, for a Titling
Company, the meaning stated in the related Titling Company LLC Agreement.


 


"Servicer" means Ford Credit,
as servicer for the Collateral Specified Interests and the Leases and Leased Vehicles under the Servicing Agreement.


 


"Servicing
Agreement" means the Third Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated
as of September 1, 2019, among the Titling Companies, acting for the Collateral Specified Interests, Ford Credit, as Servicer for
the Collateral Specified Interests and as Lender, and HTD, as Collateral Agent, as supplemented by each Servicing Supplement.


 






    SA-13


     


    

 


"Servicing Fee" means, for a Collection
Period, the sum of Revolving Facility Pool Servicing Fee and the Reference Pool Servicing Fees.


 


"Servicing Procedures" means the
servicing procedures of Ford Credit relating to motor vehicle leases and the related vehicles as the procedures may change.


 


"Servicing Supplement" has the
meaning stated in Section 2.3 of the Servicing Agreement.


 


"Shared Amounts" means, for a
Reference Pool, amounts that are designated as "Shared Amounts" under the related Exchange Note Supplement.


 


"Similar Law" means a federal,
State, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.


 


"Specified Interest" has, for
a Titling Company, the meaning stated in the related Titling Company LLC Agreement.


 


"Standard & Poor's" and
"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.


 


"State" means a State or Commonwealth
of the United States or the District of Columbia.


 


"Term Extension" means, for a
Lease, an extension of the payment term by the Servicer according to the Servicing Procedures, by increasing the number of scheduled payments
due and extending the term of the Lease for an additional month for each additional scheduled payment.


 


"Titling Company" means each of
CAB East and CAB West.


 


"Titling Company LLC Agreements"
means each of the CAB East LLC Agreement and the CAB West LLC Agreement.


 


"Transfer" has the meaning stated
in Section 4.4(f)(ii) of the Credit and Security Agreement.


 


"UCC" means the Uniform Commercial
Code as in effect in any relevant jurisdiction.


 


"Underwriting Procedures" means
the underwriting procedures of Ford Credit relating to motor vehicle leases and the related vehicles as the procedures may change.


 


"U.S. Bank" means U.S. Bank National
Association, a national banking association.


 






    SA-14


     


    

 


Exhibit A


 


Form of Exchange Note


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER SECURITIES OR BLUE SKY LAW OF A STATE OF THE UNITED STATES.
THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY TO EITHER (1) A "QUALIFIED INSTITUTIONAL BUYER"
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR (3) TO A HOLDING COMPANY OR ITS AFFILIATES, IN
EACH CASE, ACCORDING TO APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES,
AND SUBJECT TO THE RECEIPT BY THE BORROWERS OF OTHER EVIDENCE ACCEPTABLE TO THE BORROWERS THAT THE REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.


 


THIS NOTE MAY BE TRANSFERRED ONLY IN WHOLE AND NOT IN PART. NEITHER
THIS NOTE NOR AN INTEREST IN THIS NOTE MAY BE TRANSFERRED UNLESS THE TRANSFEREE OR PURCHASER DELIVERS TO THE ADMINISTRATIVE AGENT
AND THE LENDER A DULY SIGNED INVESTMENT LETTER IN THE FORM ATTACHED AS EXHIBIT B TO THE CREDIT AND SECURITY AGREEMENT. THE PURCHASER
UNDERSTANDS AND AGREES THAT A TRANSFER OF THIS NOTE OR AN INTEREST IN THIS NOTE IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND OF NO
EFFECT.


 


EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE)
THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A "SIMILAR LAW"), BY ACCEPTING
THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS
NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) IS NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF
ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION
RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION IS NOT AND WILL NOT RESULT IN
A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).


 






    EA-1


     


    

 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS STATED IN
THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON ITS FACE.


 






    EA-2


     


    

 


REGISTERED      $[                          ]


 


No. 1


 


[         ]%
____-__ EXCHANGE NOTE


 


CAB EAST LLC AND CAB WEST LLC, as Borrowers (the
"Borrowers"), for value received, promise to pay to FORD MOTOR CREDIT COMPANY, as ____-__ Exchange Noteholder (the "Exchange
Noteholder") for its benefit and the benefit of the other Transferees acquiring interests in this Note (this "Note")
under this Note Supplement, dated as of [                       ],
20__ (the "Exchange Note Supplement"), among the Borrowers, Ford Motor Credit Company LLC, as Lender and Servicer, U.S.
Bank National Association, as Administrative Agent, and HTD Leasing LLC, as Collateral Agent, and other Transferees or registered assigns,
the principal sum of [                        ]
(U.S. $[                      ])
payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for the Payment Date under Section __
of the Exchange Note Supplement. However, (i) the entire unpaid principal amount of this Note will be due and payable on the [            ],
[    ] Payment Date (the "____-__ Exchange Note Final Scheduled Payment Date") and (ii) this
Note may be redeemed earlier than the Final Scheduled Payment Date under Section __ of the ____-__ Servicing Supplement, dated as
of [           ], 20__ (the "Servicing Supplement"), among Ford
Motor Credit Company LLC, as Servicer, the Borrowers and HTD Leasing LLC, as Collateral Agent. Capitalized terms used but not defined
in this Note are defined in Appendix 1 to the Exchange Note Supplement or Appendix A to the Credit and Security Agreement. Appendix
1 also contains usage rules that apply to this Note.


 


The payment of interest on and principal of this
Note will be the joint and several obligation of the Borrowers.


 


The Borrowers will pay interest on this Note is
an amount equal to the Exchange Note Interest Payment Amount until the principal of this Note is paid or made available for payment. The
amount of interest due on this Note on each Payment Date will be calculated on the basis of this Note Balance outstanding on the prior
Payment Date (after giving effect to payments of principal made on the prior Payment Date), and will be subject to certain limitations
in Section 2.4 of the Exchange Note Supplement.


 


The interest on and principal of this Note are
payable in coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private
debts. All payments made by the Borrowers for this Note will be applied to interest on and principal of this Note in the manner stated
in the Exchange Note Supplement.


 


Unless the certificate of authentication on this
Note has been executed by the Administrative Agent whose name appears below by manual signature, this Note will not have the benefit of
the Credit and Security Agreement or the Exchange Note Supplement or be valid or obligatory for any purpose.


 






    EA-3


     


    

 






This Note is one of the duly authorized issue of
Exchange Notes, which may be issued under the Credit and Security Agreement and the Exchange Note Supplement, to which reference is made
for a statement of the respective rights and obligations of the Borrowers, the Lender, the Servicer, the Administrative Agent, the Collateral
Agent and the Exchange Noteholder. This Note is subject to the Credit and Security Agreement and the Exchange Note Supplement. If there
is a conflict between this Note, the Credit and Security Agreement and the Exchange Note Supplement, the Exchange Note Supplement will
govern.


 


Interest on and principal of this Note will be
payable according to the order of priority in Section __ of the Exchange Note Supplement.


 


Principal of this Note will be payable on each
Payment Date in an amount equal to this Note Principal Payment Amount for the Payment Date. "Payment Date" means the
15th day of each calendar month or, if the day is not a Business Day, the next Business Day, starting in [       ]
[     ].


 


The entire unpaid principal amount of this Note
will be due and payable on this Note Final Scheduled Payment Date. The entire unpaid principal amount of the Notes will be due and payable
on the date on which an Exchange Note Event of Default for this Note has occurred and is continuing and the Noteholder has declared, the
Note to be, or on which such amounts have automatically become, immediately due and payable in the manner stated in the Credit and Security
Agreement.


 


Payments of interest on this Note on each Payment
Date, together with the installment of principal not in full payment of this Note, will be made to the account of the Noteholder either
by wire transfer to the account of the Noteholder or an account designated by the Noteholder at a bank or other entity having proper facilities
therefor if the Noteholder has given to the Exchange Note Registrar proper written instructions at least five Business Days before the
Payment Date or, if not, by check mailed first-class mail postage paid to the Noteholder's address as it appears on the Exchange Note
Register, except that the final installment of principal payable on this Note on a Payment Date or this Note Final Scheduled Payment Date
will be payable only on the presentation and surrender of this Note in the manner in Section 4.7(b) of the Credit and Security
Agreement. Those payments will be made without requiring that this Note be submitted for notation of payment. Any reduction in the principal
amount of this Note effected by payments made on a Payment-Date will bind future Exchange Noteholders of this Note and of an Exchange
Note issued on the registration of transfer or in exchange of this Note or in place of this Note, whether or not noted on this Note. If
funds are expected to be available, as stated in the Exchange Note Supplement and the Credit and Security Agreement, for payment in full
of the then remaining unpaid principal amount of this Note on a Payment Date, then the Administrative Agent will notify the Noteholder
of the date on which the Borrowers expects that the final installment of interest on and principal of this Note will be paid no later
than five days before that date. The notice will state that the final installment will be payable only on presentation and surrender of
this Note and will state the place where this Note may be presented and surrendered for payment of the installment.


 


As stated in the Servicing Supplement, this Note
may be purchased by the Servicer, in whole but not in part, in the manner described in Section __ of the Servicing Supplement.


 






    EA-4


    


    

 


The transfer of this Note is subject to the restrictions
on transfer described in this Note and to the other limitations in the Credit and Security Agreement and the Exchange Note Supplement.
Subject to the satisfaction of those restrictions and limitations, the transfer of this Note may be registered on the Exchange Note Register
on surrender of this Note for registration of transfer at the office or agency designated by the Borrowers under the Credit and Security
Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly
executed by, this Noteholder or its attorney-in-fact, with the signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Exchange Note Registrar, and then a new Exchange Note in the same aggregate principal amount will be issued to
the designated transferee. No service charge will be charged for registration of transfer or exchange of this Note, but the transferor
may be required to pay an amount sufficient to cover any taxes or other governmental charges that may be imposed for the registration
of transfer or exchange.


 


The Noteholder, by accepting this Note acknowledges
and agrees that (i) if an Insolvency Event occurs for one of the Borrowers, each claim that the Noteholder may seek to enforce against
one of the Borrowers will be limited in recourse to the ____-__ Reference Pool (except for Shared Amounts allocated to the Noteholder
under Section __ of the Exchange Note Supplement) and (ii) if the Noteholder is deemed to have an interest in, claim to or benefit
from assets of the Borrowers other than the assets included in the ____-__ Reference Pool, whether by operation of law, legal process,
under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the interest, claim or benefit
in, to or from those other assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the
Borrowers, which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those other
assets, are entitled to be paid from, entitled to the benefits of or secured by those other assets (whether or not the entitlement or
security interest is legally perfected or entitled to a priority of distribution under applicable law, including insolvency laws, and
whether or not asserted against the Borrowers), in each case, including the payment of post-petition interest on those other obligations
and liabilities. THIS PARAGRAPH WILL BE DEEMED TO BE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF
THE BANKRUPTCY CODE.


 


In addition, the Noteholder, by accepting this
Note, consents to the Administrative Agent's delegation under the HTD Administration Agreement to the Collateral Agent Administrator of
some of the obligations that the Administrative Agent is required to perform on behalf of the Collateral Agent under the Credit and Security
Agreement.


 


The Noteholder, by accepting this Note, agrees
that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all
Secured Obligations, including all Exchange Notes, and any other Securities, it will not start or pursue against, or join any other Person
in starting or pursuing against, either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law.


 


The Borrowers have entered into the Exchange Note
Supplement and this Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax
purposes, this Note will qualify as indebtedness of the Borrowers. The Noteholder, by its acceptance of this Note, will be deemed to agree
to treat this Note for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Borrowers.


 






    EA-5


    


    

 


For any date, the Borrowers, the Administrative
Agent and any agent of the Borrowers or the Administrative Agent may treat the Person in whose name this Note is registered as of that
date as the owner of this Note for the purpose of receiving payments of principal of and any interest on the Note and for all other purposes,
without regard to any notice or other information to the contrary.


 


The Credit and Security Agreement permits amendments
by the Borrowers, the Collateral Agent, the Lender and the Administrative Agent so long as each Exchange Noteholder of an Outstanding
Exchange Note has consented to the amendment. The Credit and Security Agreement also permits amendments to amend or waive certain terms
and conditions of the Credit and Security Agreement without the consent of the Noteholders if certain conditions are satisfied. The consent
by the Noteholder will be conclusive and bind the Noteholder and on future holders of this Note and of each Exchange Note issued on the
registration of transfer or in exchange or in place of this Note whether or not notation of the consent or waiver is made on this Note.


 


The term "Borrower", as used in this
Note, includes any successor to the Borrowers under the Credit and Security Agreement.


 


This Note is issuable only in registered form as
stated in the Credit and Security Agreement and the Exchange Note Supplement, subject to limitations in the Credit and Security Agreement
and the Exchange Note Supplement.


 


This Note, the Credit and Security Agreement and
the Exchange Note Supplement will be governed by, and construed according to the laws of the State of Delaware.


 


No reference in this Note to the Credit and Security
Agreement or the Exchange Note Supplement, and no provision of this Note or of the Credit and Security Agreement will alter or impair
the obligation of the Borrowers, which is absolute and unconditional, to pay the interest on and principal of this Note at the times,
place and rate, and in the coin or currency prescribed in this Note.


 


Except as expressly stated in the Transaction Documents,
none of U.S. Bank National Association, in its individual capacity or HTD Leasing LLC, in its individual capacity, or their respective
affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor
will recourse be had to them for, the payment of interest on or principal of this Note or performance of, or omission to perform, the
covenants or obligations in the Credit and Security Agreement or the Exchange Note Supplement. The Noteholder, by its acceptance of this
Note, agrees that, except as expressly stated in the Transaction Documents, for an Exchange Note Event of Default under the Credit and
Security Agreement or the Exchange Note Supplement, the Noteholder will have no claim against one of the these Persons for a deficiency,
loss or claim. However, nothing in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Borrowers
for liabilities, obligations and agreements in the Credit and Security Agreement, the Exchange Note Supplement or in this Note.


 






    EA-6


    


    

 





IN WITNESS WHEREOF, each of the Borrowers has caused
this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date below.


 


Date: [                    ],
20__


 





 


	 	CAB EAST LLC,as a Borrower
	 	 	 
	 	By:	
	 	 	Name:
	 		Title:
	 	 	 
	 	CAB WEST LLC,as a Borrower
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


ADMINISTRATIVE AGENT'S CERTIFICATE OF AUTHENTICATION


 


This is this Note designated above and referred
to in the Exchange Note Supplement.


 


Date: [                    ],
20__


 





	 	U.S. BANK NATIONAL ASSOCIATION,not in its individual capacity but solely as Administrative Agent
	 	 
	 	By:	
 
	 	 	Authorized Officer


 






    EA-7


    


    





 


ASSIGNMENT





 


Social Security or taxpayer I.D. or other identifying number of assignee.


 





 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers without recourse unto


 






(name and address of assignee)


 


this Note and all rights under this Note, and irrevocably appoints
__________________, attorney, to transfer this Note on the books kept for registration of the Exchange Notes, with full power of substitution.


 


Date:


 





	 	
 
	 	Signature Guaranteed:*


 


 


 











 


*        Note:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 20__-__
Exchange Note in every particular, without alteration, enlargement or any change whatsoever.



 













    EA-8


    


    




 


Exhibit B


 


Form of Transferee Representation Letter


 


Ford Motor Credit Company LLC,

  as Lender

One American Road, Suite 2411

Dearborn, Michigan 48121


 


U.S. Bank National Association,

  as Exchange Note Registrar

111 Fillmore Street

St. Paul, Minnesota 55107-1402

Attention: Bondholder Services


 


U.S. Bank National Association,

  as Administrative Agent

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: Corporate Trust Services


 


		Re:	CAB East LLC and CAB West LLC

           -          Exchange
Note	 



 


Ladies and Gentlemen:


 


For our proposed transfer of the Exchange Note
referenced above (the "Exchange Note") of CAB East LLC and CAB West LLC (the "Borrowers") issued under
the Fourth Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of June 4,
2021 (the "Credit and Security Agreement"), and the 20__-__ Exchange Note Supplement, dated as of ________, 20__ (the
"Exchange Note Supplement"), each among CAB East LLC and CAB West LLC, as Borrowers, Ford Motor Credit Company LLC, as
Lender and as Servicer, U.S. Bank National Association, as Administrative Agent, and HTD Leasing LLC, as Collateral Agent, we agree with
and represent to and for the benefit of the Lender and the Administrative Agent, that:


 


		1.	No Transfer of the Exchange Note will be made unless the registration requirements of the Securities Act of 1933 ("Securities
Act") and applicable state securities laws are complied with, or the transfer is exempt from the registration requirements under
the Securities Act, and only to either (i) a "qualified institutional buyer" as defined in Rule 144A of the Securities
Act (a "Qualified Institutional Buyer"), (ii) an institutional accredited investor as defined in Rule 501(a)(l),
(2), (3) or (7) of Regulation D tinder the Securities Act (an "Institutional Accredited Investor") or (iii) the
Holding Companies or their respective Affiliates in a transaction exempt from the registration requirements of the Securities Act and,
in each case, the transfer is according to applicable State securities laws and the transferee executes and delivers to the Lender and
the Administrative Agent a transferee representation letter substantially in the form of this letter.



 






    EB-1


    


    

 


		2.	We are, and were at the time that we acquired the Exchange Note held by us, a Qualified Institutional Buyer or an Institutional Accredited
Investor and we are aware that the sale or transfer of Exchange Note to us is being made in reliance or the exemption from registration
under Rule 144A or Section 4(a)(2) of the Securities Act, as applicable.



 


		3.	We are acquiring the Exchange Note for our own account or for one or more accounts, each of which is either a Qualified Institutional
Buyer or an Institutional Accredited Investor, and for each of which we exercise sole investment discretion for us and for the account.



 


		4.	We have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of
its investment in the Exchange Note, and we and accounts for which we are acting are each able to bear the economic risk of its investment.



 


		5.	If we are a corporation, partnership, trust or other entity we were not formed or recapitalized for the specific purpose of acquiring
the Exchange Note.



 


		6.	We understand that the Exchange Note is being offered only in a transaction not involving airy public offering in the United States
within the meaning of the Securities Act, the Exchange Note has not been and will not be registered under the Securities Act, and, if
in the future we decide to offer, resell, pledge or transfer the Exchange Note, it may be offered, resold, pledged or transferred only
according to the legend on the Exchange Note and described in this letter. We acknowledge that no representation is made by the Seller
about the availability of an exemption under the Securities Act or state securities laws for resale of the Exchange Note;



 


		7.	We understand that an investment in the Exchange Note involves some risks, including the risk of loss of a substantial part of our
investment under some circumstances. We have had access to financial and other information about the Borrowers, the Leases, the Leased
Vehicles and the Servicer's servicing practices and procedures that we deemed necessary or proper in order to make an informed investment
decision about our acquisition of the Exchange Note, including an opportunity to ask questions of and request information from each of
the Borrowers.



 


		8.	Either (A) we are not subject to Title I of ERISA, Section 4975 of the Code or any Similar Law or (B) our purchase,
holding and disposition of the Exchange Note is not and will not result in a non-exempt prohibited transaction under Title I of ERISA
or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or,
if it is subject to any Similar Law, such purchase, holding and disposition is not and will not result in a violation of such Similar
Law);



 






    EB-2


    


    

 


		9.	None of the Borrowers or the Administrative Agent is under an obligation to register the Exchange Note under the Securities Act or
State securities laws. Each Note will bear a legend to the following effect unless determined otherwise by the Servicer (as certified
to the Administrative Agent in an Officer's Certificate):



 


"THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (ITS "SECURITIES ACT"), OR UNDER SECURITIES OR BLUE SKY LAW OF A STATE OF THE UNITED
STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (1) TO A "QUALIFIED INSTITUTIONAL BUYER"
WITHIN THE MEANING THEREOF IN RULE 144A OF THE SECURITIES ACT, (2) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (3) TO A HOLDING COMPANY
OR ITS AFFILIATES, IN EACH CASE, ACCORDING TO APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF
THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE ADMINISTRATIVE AGENT OF OTHER EVIDENCE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT THAT THE REOFFER, RESALE, PLEDGE OR TRANSFER 1S IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS."


 


		10.	As a condition to the registration of sale, transfer, assignment, participation, pledge or other disposition (each, a "Transfer")
of an Exchange Note, the prospective transferee of the Exchange Note will be required to represent to the Administrative Agent and the
Borrowers the following, unless determined otherwise by the Servicer (as certified to the Administrative Agent in an Officer's Certificate):



 


		(a)	It understands that no subsequent Transfer of the Exchange Note is permitted unless it causes its proposed transferee to provide to
the Administrative Agent and the Lender a letter substantially in the form of this letter(with changes approved by the Servicer), or another
statement that the Borrower may require,



 


		(b)	It understands that a Transfer of an Exchange Note (or interest in an Exchange Note) in contravention of the restrictions and conditions
in this letter will be null and void, and the transferee in the Transfer will not be recognized by the Borrowers or another Person as
an Exchange Noteholder.



 






    EB-3


    


    

 


		11.	A Transfer of the Exchange Note to a Person that is neither a Qualified Institutional Buyer nor an Institutional Accredited Investor,
or that is not made according to the restrictions in the Credit and Security Agreement will be null and void from the beginning and will
not be given effect under this letter or the Credit and Security Agreement.



 


Capitalized terms used and not defined in this
letter are defined in Appendix A to the Credit and Security Agreement, which also contains usage rules that apply to this letter.


 


You are entitled to rely on this letter and are
irrevocably authorized to produce this letter or a copy of this letter to each interested party in an administrative or legal proceeding
or official inquiry about the matters covered by this letter.





 


	 	Very truly yours,
	 	 	 
	 	[NAME OF TRANSFEREE]
	 	 	 
	 	 	 
	 	By:	


	 	 	Name:

Title:



 






    EB-4