Exhibit 10.2 


 







 


EXCHANGE NOTE PURCHASE AGREEMENT


 


between


 


FORD MOTOR CREDIT COMPANY LLC,

as Sponsor


 


and


 


FORD
CREDIT AUTO LEASE TWO LLC,

acting for its series of

limited liability company interests designated as

the "2022-A Series", as Depositor


 


Dated
as of April 1, 2022


 







 






     


     


    




 


TABLE OF CONTENTS


 


	ARTICLE I USAGE AND DEFINITIONS	1
	Section 1.1.	Usage and Definitions	1
	 	 	 
	ARTICLE IISALE AND PURCHASE OF
    PURCHASED PROPERTY	2
	Section 2.1.	Sale of Purchased Property	2
	Section 2.2.	Payment of Purchase Price; Delivery of Exchange Note	2
	Section 2.3.	Acknowledgement of Assignments and Servicing	2
	Section 2.4.	Savings Clause	2
	 	 	 
	ARTICLE IIIREPRESENTATIONS AND
    WARRANTIES	3
	Section 3.1.	Sponsor's Representations and Warranties	3
	Section 3.2.	Sponsor's Representations and Warranties About Purchased
    Property and Reference Pool	4
	Section 3.3.	Sponsor's Representations and Warranties About Each
    Lease and Leased Vehicle	5
	Section 3.4.	Sponsor's Reallocation of Leases and Leased Vehicles
    for Breach of Representations	7
	Section 3.5.	Depositor's Representations and Warranties	8
	 	 	 
	ARTICLE IVSPONSOR'S AGREEMENTS	10
	Section 4.1.	Financing Statements	10
	Section 4.2.	No Sale or Lien by Sponsor	10
	Section 4.3.	Expenses	10
	Section 4.4.	Review of Sponsor's Records	10
	 	 	 
	ARTICLE VOTHER AGREEMENTS	11
	Section 5.1.	Obligations Unaffected	11
	Section 5.2.	No Petition	11
	Section 5.3.	Limited Recourse	11
	Section 5.4.	Obligations Under Exchange Note	11
	Section 5.5.	Regulation RR Risk Retention	11
	Section 5.6.	Termination	11
	 	 	 
	ARTICLE VIMISCELLANEOUS	12
	Section 6.1.	Amendments	12
	Section 6.2.	Benefit of Agreement; Third-Party Beneficiaries	12
	Section 6.3.	Notices	12
	Section 6.4.	GOVERNING LAW	13
	Section 6.5.	Submission to Jurisdiction	13
	Section 6.6.	WAIVER OF JURY TRIAL	13
	Section 6.7.	No Waiver; Remedies	13
	Section 6.8.	Severability	13
	Section 6.9.	Headings	13
	Section 6.10.	Counterparts	13


 






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EXCHANGE NOTE PURCHASE AGREEMENT, dated as of
April 1, 2022 (this "Agreement"), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company,
as Sponsor, and FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company
interests designated as the "2022-A Series," as Depositor.


 


BACKGROUND


 


Ford Credit makes loans to the Titling Companies
under a Credit and Security Agreement to finance their acquisition of leases and leased vehicles originated by motor vehicle dealers.
Each Titling Company allocates the leases and leased vehicles to a separate series of limited liability company interests in the Titling
Company designated as the "Collateral Specified Interest" and pledges them as Collateral to secure the Revolving Facility.


 


Ford Credit requested that a portion of the Revolving
Facility Balance be exchanged for a note designated as the "2022-A Exchange Note" to be issued by the Titling Companies to
Ford Credit under the Exchange Note Supplement and the Credit and Security Agreement. Ford Credit and the Titling Companies designated
the 2022-A Reference Pool for the 2022-A Exchange Note and allocated the Leases and Leased Vehicles from the Revolving Facility Pool
to the 2022-A Reference Pool.


 


In connection with a securitization transaction
sponsored by Ford Credit in which the Issuer will issue Notes secured by the 2022-A Exchange Note, Ford Credit has determined to sell
the 2022-A Exchange Note to the Depositor, who will sell it to the Issuer.


 


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 are defined in Appendix 1 to the 2022-A Exchange Note Supplement,
dated as of April 1, 2022 (the "Exchange Note Supplement"), to 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"),
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 Servicer, or in Appendix A to the Credit and Security Agreement. Appendix 1 and
Appendix A also contain usage rules that apply to this Agreement. Appendix 1 and Appendix A are incorporated by reference into this
Agreement.





 






     


     


    

 


ARTICLE II

SALE AND PURCHASE OF PURCHASED PROPERTY


 


Section 2.1.     Sale
of Purchased Property. Effective on the Closing Date and immediately before the transactions under the Exchange Note Sale Agreement,
the Trust Agreement and the Indenture, the Sponsor sells and assigns to the Depositor, without recourse (other than the Sponsor's obligations
under this Agreement), all of the Sponsor's right, title and interest, whether now owned or later acquired, in the Purchased Property.
This sale and assignment does not, and is not intended to, include any obligation of the Sponsor to the Titling Companies, the Lessees,
the Dealers or any other Person relating to the 2022-A Reference Pool and the other Purchased Property, and the Depositor does not assume
any of these obligations.


 


Section 2.2.     Payment
of Purchase Price; Delivery of Exchange Note.


 


(a)         Payment
of Purchase Price. In consideration for the Purchased Property, the Depositor will pay to the Sponsor (i) $1,496,889,802.26
on the Closing Date and (ii) a deferred purchase payment on each Payment Date in an amount equal to the Excess Exchange Note Amounts
for such Payment Date (for application as Revolving Facility Pool Additional Amounts in the priority stated in Section 7.2 of the
Credit and Security Agreement). The Depositor and the Sponsor each represents and warrants to the other that the amount paid by the Depositor
on the Closing Date, together with the Excess Exchange Note Amounts on each Payment Date and the increase in the value of the Sponsor's
capital in the Depositor, is equal to the fair market value of the 2022-A Exchange Note and the other Purchased Property.


 


(b)         Delivery
of Exchange Note. On payment of the purchase price, the Sponsor will deliver to the Depositor the 2022-A Exchange Note, registered
in the name of "Ford Motor Credit Company LLC" and duly endorsed by the Sponsor in blank.


 


Section 2.3.     Acknowledgement
of Assignments and Servicing.


 


(a)         Further
Assignments. The Sponsor acknowledges that (i) under the Exchange Note Sale Agreement, the Depositor will sell and assign all
of its right, title and interest in the Purchased Property and its rights under this Agreement to the Issuer and (ii) under the
Indenture, the Issuer will assign and pledge the Purchased Property and related property and rights to the Indenture Trustee for the
benefit of the Secured Parties.


 


(b)         Servicing.
The Depositor acknowledges the engagement of Ford Credit as Servicer of the Leases and Leased Vehicles in the 2022-A Reference Pool under
the Servicing Supplement and the Servicing Agreement.


 


Section 2.4.     Savings
Clause. The Sponsor and the Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment
of the Purchased Property, conveying good title to the Purchased Property free and clear of any Lien other than Permitted Liens, from
the Sponsor to the Depositor. The Sponsor and the Depositor intend that the Purchased Property not be a part of the Sponsor's estate
if there is a bankruptcy or insolvency of the Sponsor. If, despite the intent of the Sponsor and the Depositor, the transfer of the Purchased
Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment,
the Sponsor Grants to the Depositor on the date of this Agreement a security interest in the Sponsor's right, title and interest in the
Purchased Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Sponsor under
this Agreement, all amounts payable as principal or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under
the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is
a security agreement under law and the Depositor will have the rights and remedies of a secured party and creditor under the UCC.


 






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ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


Section 3.1.     Sponsor's
Representations and Warranties. The Sponsor makes the following representations and warranties on which the Depositor is relying
in purchasing the Purchased Property. The representations and warranties are made as of the Closing Date and will survive the sale and
assignment of the Purchased Property by Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the
Exchange Note Sale Agreement and the pledge of the Purchased Property by the Issuer to the Indenture Trustee under the Indenture:





 


(a)         Organization
and Qualification. The Sponsor is duly organized and validly existing as a limited liability company in good standing under the laws
of the State of Delaware. The Sponsor 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
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 Sponsor's ability to perform its obligations under this Agreement.


 


(b)         Power,
Authority and Enforceability. The Sponsor has the power and authority to execute, deliver and perform its obligations under this
Agreement. The Sponsor has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and
binding obligation of the Sponsor, enforceable against the Sponsor, except as may be limited by insolvency, bankruptcy, reorganization
or other similar 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 this Agreement, and the performance of its obligations under
this Agreement, 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 Sponsor is a debtor or guarantor, (ii) result in the creation or imposition of a Lien
on the Sponsor'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 the Sponsor's certificate of formation or limited liability company agreement
or (iv) violate a law or, to the Sponsor'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 Sponsor or its properties that applies
to the Sponsor, which, in each case, would reasonably be expected to have a material adverse effect on the Sponsor's ability to perform
its obligations under this Agreement.


 






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(d)         No
Proceedings. To the Sponsor'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 Sponsor or
its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under
this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the
Sponsor's ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably
be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise
tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the
Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,
in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Sponsor, the performance
by the Sponsor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment
of the Issuer or the Notes.


  


(e)         Not
an Investment Company. The Sponsor is not required to be registered as an "investment company" under the Investment Company
Act.


 


Section 3.2.     Sponsor's
Representations and Warranties About Purchased Property and Reference Pool. The Sponsor makes the following representations and warranties
about the Purchased Property and the 2022-A Reference Pool on which the Depositor is relying in purchasing the Purchased Property. The
representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Purchased Property by
Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the Exchange Note Sale Agreement and the pledge
of the Purchased Property by the Issuer to the Indenture Trustee under the Indenture:


 


(a)         Enforceability
of Exchange Note. The 2022-A Exchange Note has been duly executed, issued, authenticated and delivered and is the valid and binding
obligation of the Borrowers entitled to the benefits of the Exchange Note Supplement and the Credit and Security Agreement.


 


(b)         Valid
Sale. This Agreement evidences a valid sale and assignment of the Purchased Property from the Sponsor to the Depositor, enforceable
against creditors of and purchasers from the Sponsor.


 


(c)         Good
Title to Purchased Property. Immediately before the sale and assignment under this Agreement, the Sponsor has good and marketable
title to the Purchased Property free and clear of any Lien other than Permitted Liens and, immediately after the sale and assignment
under this Agreement, the Depositor will have good and marketable title to the Purchased Property, free and clear of any Lien other than
Permitted Liens.





 





(d)         Security
Interest in Purchased Property.


 


(i)        This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of the
Depositor, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the
Sponsor.


 






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(ii)        All
filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and
security interest in the Purchased Property, to give the Issuer a first priority, validly perfected ownership and security interest in
the Sold Property and to give the Indenture Trustee a first priority perfected security interest in the Collateral, will be made within
ten days after the Closing Date.


 


(iii)        All
financing statements filed or to be filed against the Sponsor in favor of the Depositor describing the Purchased Property sold under
this Agreement will contain a statement to the following effect: "A purchase of or security interest in any collateral described
in this financing statement will violate the rights of the Secured Party/Assignee."


 


(iv)        The
Sponsor has not authorized the filing of and is not aware of any financing statements against the Sponsor that include a description
of collateral covering any Purchased Property other than the financing statements relating to the security interest Granted to the Depositor
under this Agreement, by the Depositor to the Issuer under the Exchange Note Sale Agreement or by the Issuer to the Indenture Trustee
under the Indenture, or that has been terminated.


 


(e)         Good
Title to Reference Pool; Allocation to Specified Interest and Reference Pool. The applicable Titling Company has good title, or the
Servicer has started procedures that will result in good title, to the Leases and Leased Vehicles in the 2022-A Reference Pool, free
and clear of Liens other than Permitted Liens. The Leases and Leased Vehicles in the 2022-A Reference Pool have not been allocated to
a Specified Interest other than the Collateral Specified Interest or to a Reference Pool other than the 2022-A Reference Pool.


 


(f)          Selection
Procedures. The Sponsor did not use selection procedures believed to be adverse to the 2022-A Exchange Noteholder in selecting the
Leases and Leased Vehicles in the 2022-A Reference Pool from the Revolving Facility Pool.


 


(g)         Schedule
of Leases and Leased Vehicles. The Schedule of Leases contains an accurate and complete list of unique asset identifying numbers
for the Leases in the 2022-A Reference Pool.


 


Section 3.3.     Sponsor's
Representations and Warranties About Each Lease and Leased Vehicle. The Sponsor makes the following representations and warranties
about each Lease and Leased Vehicle in the 2022-A Reference Pool on which the Depositor is relying in purchasing the 2022-A Exchange
Note. The representations and warranties are made as of the Closing Date or other dates stated and will survive the sale and assignment
of the 2022-A Exchange Note by Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the Exchange
Note Sale Agreement and the pledge of the 2022-A Exchange Note by the Issuer to the Indenture Trustee under the Indenture.


 






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(a)         Origination
of Leases. The Lease was originated by a Dealer in the United States and has a garaging location in an Eligible State. The Lease
was originated by a Dealer for the retail lease of a Leased Vehicle in the ordinary course of the Dealer's business. The Lease was signed
by the parties to the Lease. The Lease was purchased by a Titling Company qualified to hold the Lease and the related Leased Vehicle
and was validly assigned by the Dealer to that Titling Company.


  


(b)         New
Vehicle. The Leased Vehicle was a new car, light truck or utility vehicle according to the Underwriting Procedures at the beginning
of the related Lease.


 


(c)         Monthly
Payments. The Lease (if not an Advance Payment Plan Lease) provides for monthly payments in U.S. dollars in an amount equal to the
sum of (i) a level scheduled payment that provides a fixed internal rate of return and amortizes the Adjusted Capitalized Cost stated
in the Lease to the Contract Residual Value of the related Leased Vehicle over the term of the Lease, plus (ii) other fees and taxes
on the Lease.


 





(d)         Certificate
of Title. The Leased Vehicle is titled, or the Servicer has started procedures that will result in the Leased Vehicle being titled,
in the name of the applicable Titling Company and otherwise according to the Servicing Agreement.


 


(e)         No
Government Lessee. The Lease is not an obligation of the United States or a State or local government or any agency, department,
instrumentality or political subdivision of the United States or a State or local government.


 


(f)          No
Commercial Lease. The Lease is not a commercial lease contract, master lease contract or fleet vehicle lease contract, but the Lease
may have been entered by a business entity and the Leased Vehicle may be used for commercial purposes.


 


(g)         Insurance.
The Lease requires the Lessee to have physical damage insurance covering the Leased Vehicle.


 


(h)         Compliance
with Underwriting Procedures. The Lease was underwritten according to the Underwriting Procedures in effect at the time, in all material
respects.


 


(i)          Valid
Assignment. The Lease was originated in, and is subject to the laws of, a jurisdiction which permits the sale and assignment of the
Lease and the related Leased Vehicle to the Titling Company. The terms of the Lease do not limit the right of the owner of the Lease
to sell and assign the Lease.


 


(j)          Compliance
with Law. At the time it was originated, the Lease complied in all material respects with all requirements of law in effect at the
time.


 


(k)         Binding
Obligation. The Lease is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize
on the Leased Vehicle and represents the legal, valid and binding payment obligation of the Lessee, enforceable in all material respects
by the holder of the Lease, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the
enforcement of creditors' rights or by general equitable principles and consumer financial protection laws.


 






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(l)          Security
Interest in Leased Vehicle. The Collateral Agent has, or the Servicer has started procedures that will result in the Collateral Agent
having, a perfected, first-priority security interest in the Leased Vehicle, which security interest was validly created.


 


(m)        Good
Title to Lease and Leased Vehicle. The applicable Titling Company has good title, or the Servicer has started procedures that will
result in good title, to the Lease and Leased Vehicle, free and clear of Liens other than Permitted Liens.


 


(n)         Chattel
Paper. The Lease is either "tangible chattel paper" or "electronic chattel paper" within the meaning of the applicable
UCC and there is only one original authenticated copy of the Lease.


 


(o)         Servicing.
The Lease was serviced in compliance with law and the Servicing Procedures in all material respects from the time it was originated to
the Cutoff Date.


 


(p)         No
Bankruptcy. As of the Cutoff Date, the Sponsor's receivables systems do not indicate that the Lessee on the Lease is a debtor in
a bankruptcy proceeding.


 


(q)         Leases
in Force. As of the Cutoff Date, neither the Sponsor's receivables systems nor the Lease File indicate that the Lease (i) was
a Terminating Lease or a Closed Lease or (ii) was satisfied, subordinated, rescinded, cancelled or terminated.


 


(r)          No
Amendments or Modifications. No material term of the Lease has been affirmatively amended or modified (other than the assessment
of a security deposit or a Payment Extension Fee or the payment of any other amount that would be a Lease Administration Amount, or a
default relating to failure by the related Lessee to pay any such amount), except amendments and modifications indicated in the Sponsor's
receivables systems or in the Lease File.


 


(s)         No
Extensions. As of the Cutoff Date, the Lease was not amended to extend the due date for any payment, other than Payment Extensions
totaling no more than three months, as recorded in the Sponsor's receivables systems and in the Lease File.


 


(t)          No
Defenses. There is no right of rescission, setoff, counterclaim or defense asserted or threatened against the Lease indicated in
the Sponsor's receivables systems or in the Lease File.





 





(u)         No
Payment Default. Except for a payment that is not more than 30 days Delinquent as of the Cutoff Date, no payment default exists on
the Lease.


 


(v)         Maturity
of Leases. The Lease has an original Scheduled Lease End Date of not greater than 48 months from the date it was originated.


 


Section 3.4.     Sponsor's
Reallocation of Leases and Leased Vehicles for Breach of Representations.


 


(a)         Investigation
of Breach. If a Responsible Person of the Sponsor (i) has knowledge of a breach of a representation or warranty made in Section 3.3,
(ii) receives notice from the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee of a breach of a representation
or warranty made in Section 3.3, (iii) receives a Reallocation Request for a Lease and Leased Vehicle or (iv) receives
a Review Report that indicates a Test Fail for a Lease and Leased Vehicle, then, in each case, the Sponsor will investigate to confirm
the breach and determine if the breach has a material adverse effect on a Lease and Leased Vehicle. None of the Servicer, the Issuer,
the Owner Trustee, the Indenture Trustee or the Administrator will have an obligation to investigate whether a breach of any representation
or warranty has occurred or whether any Lease and Leased Vehicle is required to be reallocated under this Section 3.4.


 






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(b)         Reallocation
of Leases and Leased Vehicles; Payment of Administrative Reallocation Amount. For a breach described in Section 3.4(a), the
Sponsor may, and if the breach has a material adverse effect on a Lease and Leased Vehicle will, reallocate the Lease and Leased Vehicle
to the Revolving Facility Pool by paying the Administrative Reallocation Amount for each Lease and Leased Vehicle on the Business Day
before the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to the Collection Period
in which the Sponsor has knowledge or receives notice of and confirms the breach or, at the Sponsor's option, on or before the following
Payment Date, unless the breach is cured in all material respects before that Payment Date. If Ford Credit is the Servicer, the Sponsor
may cause the Administrative Reallocation Amount to be paid according to Section 4.3(c) of the Servicing Supplement.


 


(c)         Reallocation
of Leases and Leased Vehicles. When the Sponsor's payment of the Administrative Reallocation Amount for a Lease and Leased Vehicle
is included in Exchange Note Available Funds for a Payment Date, the Lease and Leased Vehicle will be deemed to have been reallocated
to the Revolving Facility Pool, effective as of the last day of the Collection Period before the related Collection Period. After the
reallocation, the Sponsor will mark its receivables systems to indicate that the lease and leased vehicle is no longer a Lease and Leased
Vehicle in the 2022-A Reference Pool.


 


(d)         Reallocation
Sole Remedy. The sole remedy for a breach of a representation or warranty made by the Sponsor in Section 3.3 is to require the
Sponsor to reallocate the Lease and Leased Vehicle or Leases and Leased Vehicles under this Section 3.4. The Depositor will enforce
the Sponsor's reallocation obligation under this Section 3.4.


 


(e)         Dispute
Resolution. The Sponsor agrees to be bound by the dispute resolution terms in Section 3.4 of the Exchange Note Sale Agreement
as if they were part of this Agreement.


 


Section 3.5.     Depositor's
Representations and Warranties. The Depositor represents and warrants to the Sponsor as of the Closing Date:


 


(a)         Organization
and Qualification. The Depositor is duly organized and validly existing as a limited liability company in good standing under the
laws of the State of Delaware. The Depositor 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 Depositor's ability to perform its obligations under this Agreement.


 



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(b)         Power,
Authority and Enforceability. The Depositor has the power and authority to execute, deliver and perform its obligations under this
Agreement. The Depositor has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid
and binding obligation of the Depositor and enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization
or other similar 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 this Agreement, and the performance of its obligations under
this Agreement, 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 Depositor is a debtor or guarantor, (ii) result in the creation or imposition of a
Lien on the Depositor's properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or
similar document (other than the Exchange Note Sale Agreement), (iii) violate the Depositor's certificate of formation or limited
liability company agreement or (iv) violate a law or, to the Depositor'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 Depositor or
its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on
the Depositor's ability to perform its obligations under this Agreement.


 


(d)         No
Proceedings. To the Depositor'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 Depositor or
its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under
this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the
Depositor's ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably
be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise
tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the
Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes,
in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance
by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment
of the Issuer or the Notes.


 


(e)         Not
an Investment Company. The Depositor is not required to be registered as an "investment company" under the Investment Company
Act.


 






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ARTICLE IV

SPONSOR'S AGREEMENTS


 


Section 4.1.     Financing
Statements.


 


(a)         Filing
of Financing Statements. The Sponsor will file financing and continuation statements, and amendments to the statements, in the jurisdictions
and with the filing offices necessary to perfect the Depositor's interest in the Purchased Property. The Sponsor will promptly deliver
to the Depositor file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously
filed financing statement.


 


(b)         Depositor
Authorized to File Financing Statements. The Sponsor authorizes the Depositor to file financing and continuation statements, and
amendments to the statements, in the jurisdictions and with the filing offices as the Depositor may determine are necessary or advisable
to perfect the Depositor's interest in the Purchased Property. The financing and continuation statements may describe the Purchased Property
as the Depositor may reasonably determine to perfect the Depositor's interest in the Purchased Property. The Depositor will promptly
deliver to the Sponsor file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment
to a previously filed financing statement.


 


(c)         Relocation
of Sponsor. The Sponsor will notify the Depositor at least ten days before a relocation of its chief executive office or change in
its corporate structure, form of organization or jurisdiction of organization if it could require the filing of a new financing statement
or an amendment to a previously filed financing statement under Section 9-307 of the UCC. The Sponsor will promptly file new financing
statements or amendments to all previously filed financing statements. The Sponsor will maintain its chief executive office within the
United States and will maintain its jurisdiction of organization in only one State.


 


(d)         Change
of Sponsor's Name. The Sponsor will notify the Depositor at least ten days before any change in the Sponsor's name that could make
a financing statement filed under this Section 4.1 seriously misleading under Section 9-506 of the UCC. The Sponsor will promptly
file amendments to all previously filed financing statements.


 


Section 4.2.     No
Sale or Lien by Sponsor. Except for the sale and assignment under this Agreement, the Sponsor will not sell or assign any Purchased
Property to another Person or Grant or allow a Lien on an interest in any Purchased Property. The Sponsor will defend the Depositor's
interest in the Purchased Property against claims of third parties claiming through the Sponsor.


 


Section 4.3.     Expenses.
The Sponsor will pay all expenses to perform its obligations under this Agreement and the Depositor's reasonable expenses to perfect
the Depositor's interest in the Purchased Property and to enforce the Sponsor's obligations under this Agreement.


 


Section 4.4.     Review
of Sponsor's Records. The Sponsor will maintain records and documents relating to the origination, underwriting and purchasing of
the Leases and Leased Vehicles according to its customary business practices. The Sponsor will give the Depositor access to the records
and documents to conduct a review of the representations and warranties made by the Sponsor about the Leases and Leased Vehicles or in
connection with any request or demand to reallocate a Lease and Leased Vehicle or any dispute resolution proceeding for a request or
demand or any Review by the Asset Representations Reviewer. Any access or review will be conducted at the Sponsor's offices during its
normal business hours at a time reasonably convenient to the Sponsor and in a manner that will minimize disruption to its business operations.
Any access or review will be subject to the Sponsor's confidentiality and privacy policies.


 



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ARTICLE V

OTHER AGREEMENTS


 


Section 5.1.     Obligations
Unaffected. Any invalidity, illegality or irregularity of a Lease or Leased Vehicle in the 2022-A Reference Pool will not affect
the Sponsor's obligations under this Agreement.


 


Section 5.2.     No
Petition. The Sponsor 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities
issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against,
or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor
or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any bankruptcy or similar law. This Section 5.2 will survive the termination of this Agreement.


 


Section 5.3.     Limited
Recourse. The Sponsor agrees that any claim that it may seek to enforce against the Depositor under this Agreement is limited to
the Purchased Property only and is not a claim against the Depositor's assets as a whole or against assets other than the Purchased Property.
This Section 5.3 will survive the termination of this Agreement.


 


Section 5.4.     Obligations
Under Exchange Note.


 


(a)         Borrowers'
Obligations. The Borrowers' obligations under the 2022-A Exchange Note and the other Purchased Property are solely the Borrowers'
obligations and are not the Sponsor's obligation or an interest in any of the Sponsor's assets. The Depositor acknowledges and agrees
that it has no right, title or interest in any assets of the Sponsor for the payment of amounts due or for the performance of obligations
under the 2022-A Exchange Note or the other Purchased Property, except for the performance of the Sponsor's obligations in its capacity
as the Servicer or the Administrator under the Transaction Documents.


 


(b)         Subordination
of Claims. The Depositor acknowledges Section 9.4 of the Credit and Security Agreement regarding the subordination of claims
against the Borrowers and agrees to be bound by it as an Exchange Noteholder.


 


Section 5.5.     Regulation
RR Risk Retention. Ford Credit, as Sponsor, and the Depositor agree that (i) Ford Credit will cause the Depositor to, and the
Depositor will, retain the Residual Interest on the Closing Date and (ii) Ford Credit will not permit the Depositor to, and the
Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.


 


Section 5.6.     Termination.
This Agreement will terminate on the payment in full or cancellation of the 2022-A Exchange Note.


 






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ARTICLE VI

MISCELLANEOUS





 


Section 6.1.     Amendments.


 


(a)         Amendments.
The parties may amend this Agreement:


 


(i)        to
clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with
the other terms of this Agreement or any prospectus or offering memorandum related to the Notes, in each case, without the consent of
the Noteholders or any other Person;


 


(ii)       to
add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Depositor
or the Sponsor delivers an Officer's Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment
will not have a material adverse effect on the Noteholders; or


 


(iii)      to
add, change or eliminate terms of this Agreement for which an Officer's Certificate is not or cannot be delivered under Section 6.1(a)(ii),
with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting
separately, except that all Noteholders of Class A Notes will vote together as a single class).


 


(b)         Notice
of Amendments. The Depositor or the Sponsor will notify the Rating Agencies in advance of any amendment. Promptly after the execution
of an amendment, the Sponsor will deliver a copy of the amendment to the Indenture Trustee and the Rating Agencies.


 


Section 6.2.     Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted
successors and assigns. The Issuer and the Indenture Trustee, for the benefit of the Secured Parties, will be third-party beneficiaries
of this Agreement and may enforce this Agreement against the Sponsor. No other Person will have any right or obligation under this Agreement.


 


Section 6.3.     Notices.


 


(a)         Notices
to Parties. All notices, requests, directions, consents, waivers or other communications to or from the parties 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


 


(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 at its address
stated in Schedule A to the Indenture, which address the party may change by notifying the other party.


 






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Section 6.4.     GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.


 


Section 6.5.     Submission
to Jurisdiction. Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District
of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party
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
brought in such a court and any claim that the proceeding was brought in an inconvenient forum.


 


Section 6.6.     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.





 


Section 6.7.     No
Waiver; Remedies. No party's failure or delay in exercising a power, right or remedy under this Agreement 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 are in addition to any powers,
rights and remedies under law.


 


Section 6.8.     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 6.9.     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 6.10.     Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.


 


[Remainder of Page Left Blank]


 






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	EXECUTED BY:	 
	 	 
	 	FORD MOTOR CREDIT COMPANY LLC,
		as Sponsor
	 	 
	 	By:	 
	 	 	Name:	Ryan Hershberger
	 	 	Title:	Assistant Treasurer
	 	 
	 	FORD CREDIT AUTO LEASE TWO LLC,
		acting for its series of limited liability company interests designated as the "2022-A
    Series," as Depositor
	 	 
	 	By:	 
		 	Name:	Ryan Hershberger
	 	 	Title:	President and Assistant Treasurer


 


[Signature Page to Exchange Note Purchase
Agreement]