exv10w3






Exhibit 10.3




EXECUTION VERSION



 





SECOND-TIER SALE AGREEMENT




between



FORD CREDIT AUTO LEASE TWO LLC,

acting with respect to its Series of

limited liability company interests designated as

the “2011-A Series”, as Depositor



and



FORD CREDIT AUTO LEASE TRUST 2011-A,

as Issuer



Dated as of June 1, 2011


 






 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1	 
	Section 1.1. Usage and Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II SALE OF THE SECOND-TIER ASSETS
	 	 	2	 
	Section 2.1. Sale of the Second-Tier Assets
	 	 	2	 
	Section 2.2. Closing; Further Assignments
	 	 	2	 
	Section 2.3. Intent; Savings Clause
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	3	 
	Section 3.1. Representations and Warranties of the Issuer
	 	 	3	 
	Section 3.2. Representations and Warranties of the Depositor
	 	 	4	 
	Section 3.3. Representations of the Depositor and the Issuer
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	5	 
	Section 4.1. Conditions to Obligation of the Issuer
	 	 	5	 
	Section 4.2. Conditions to Obligation of the Depositor
	 	 	5	 
	Section 4.3. Deemed Satisfaction of Conditions
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V COVENANTS OF THE DEPOSITOR
	 	 	6	 
	Section 5.1. Protection of Right, Title and Interest to the Second-Tier Assets
	 	 	6	 
	Section 5.2. Other Liens or Interests
	 	 	6	 
	Section 5.3. Indemnification
	 	 	6	 
	Section 5.4. Reserve Initial Deposit
	 	 	7	 
	Section 5.5. Obligations of the Depositor
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS PROVISIONS
	 	 	7	 
	Section 6.1. Amendment
	 	 	7	 
	Section 6.2. Notices
	 	 	8	 
	Section 6.3. Costs and Expenses
	 	 	8	 
	Section 6.4. Successors and Assigns
	 	 	9	 
	Section 6.5. No Petition
	 	 	9	 
	Section 6.6. Limited Recourse
	 	 	9	 
	Section 6.7. Subordination
	 	 	9	 
	Section 6.8. GOVERNING LAW
	 	 	10	 
	Section 6.9. Submission to Jurisdiction
	 	 	10	 
	Section 6.10. WAIVER OF JURY TRIAL
	 	 	10	 
	Section 6.11. Severability
	 	 	10	 
	Section 6.12. Counterparts
	 	 	10	 
	Section 6.13. Headings
	 	 	10	 
	Section 6.14. No Waiver; Cumulative Remedies
	 	 	10	 
	Section 6.15. Issuer Obligation
	 	 	10	 






i









 





     SECOND-TIER SALE AGREEMENT, dated and effective as of June 1, 2011 (this “Agreement”),
between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting with respect
to its Series of limited liability company interests designated as the “2011-A Series”, as
Depositor, and FORD CREDIT AUTO LEASE TRUST 2011-A , a Delaware statutory trust, as Issuer.



BACKGROUND




     On or prior to the date of this Agreement, CAB East LLC, a Delaware limited liability company
(“CAB East”), CAB West LLC, a Delaware limited liability company (“CAB West”) and
FCALM, LLC, a Delaware limited liability company (“FCALM, LLC” and, together with CAB East
and CAB West, the “Titling Companies”) issued (or, in the case of FCALM, consented to the
issuance) to Ford Credit a note designated as the “2011-A Exchange Note” having an initial
aggregate outstanding principal balance of $1,088,903,936.04 a fixed
interest rate of 1.93 % and a
stated maturity date of January 15, 2016.



     Ford Credit and the Titling Companies have also designated the 2011-A Reference Pool in
respect of the 2011-A Exchange Note and the Collateral Leases and Collateral Leased Vehicles
comprising the 2011-A Reference Pool.



     Ford Credit has sold the 2011-A Exchange Note to the Depositor pursuant to a First-Tier Sale
Agreement, dated as of the date of this Agreement (the “First-Tier Sale Agreement”).



     The Depositor wishes to sell the 2011-A Exchange Note and certain related property and rights
to the Issuer on the terms and conditions of this Agreement.



ARTICLE I

USAGE AND DEFINITIONS




     Section 1.1. Usage and Definitions. Capitalized terms used but not otherwise defined
in this Agreement are defined in Appendix 1 to the Exchange Note Supplement (the “Exchange Note
Supplement”) to the Credit and Security Agreement (as defined below), dated as of June 1, 2011,
among the Titling Companies, as Borrowers, U.S. Bank National Association (“U.S. Bank”), as
Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit
Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not
otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement are defined in
Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security
Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S.
Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer.
Appendix 1 and Appendix A also contain rules as to usage applicable to this Agreement and are
incorporated by reference into this Agreement.



 









 





ARTICLE II

SALE OF THE SECOND-TIER ASSETS




     Section 2.1. Sale of the Second-Tier Assets.



     (a) Effective as of the 2011-A Closing Date and immediately after the transaction pursuant to
the First-Tier Sale Agreement, and immediately before the transactions contemplated by the Trust
Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse, the
Second-Tier Assets.



     (b) In consideration for the Second-Tier Assets, the Issuer will pay to the Depositor, without
recourse, all right, title and interest of the Issuer, whether now owned or hereafter acquired, in,
to and under the Notes and the rights to distributions under Section 8.2 of the Indenture, as
payment for the 2011-A Exchange Note. The Second-Tier Assets will become the property and rights
of the Issuer.



     (c) The sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this
Agreement is without recourse, and the Depositor does not guarantee collection of the Second-Tier
Assets or any underlying asset included in the 2011-A Reference Pool.



     Section 2.2. Closing; Further Assignments.



     (a) The sale and assignment of the Second-Tier Assets will take place on the 2011-A Closing
Date concurrently with the closings under the First-Tier Sale Agreement, the Indenture and the
Initial Purchase Agreement.



     (b) The Depositor acknowledges that the Issuer will, pursuant to the Indenture, assign and
pledge the Second-Tier Assets and certain other property and rights to the Indenture Trustee for
the benefit of the 2011-A Secured Parties. The Depositor consents to such assignment and pledge.



     (c) The Issuer acknowledges the appointment of Ford Credit as Servicer with respect to the
Collateral Specified Interests pursuant to the Servicing Agreement and as Servicer with respect to
the 2011-A Reference Pool pursuant to the Servicing Supplement.



     Section 2.3. Intent; Savings Clause. It is the intention of the Depositor and the
Issuer that (i) the sale pursuant to Section 2.1 constitutes an absolute sale of the Second-Tier
Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date,
conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted
Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the
Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If,
notwithstanding the intention of the Depositor and the Issuer, such sale is deemed to be a pledge
in connection with a financing or is otherwise deemed not to be a sale, the Depositor grants, and
the parties intend that the Depositor grants, to the Issuer a security interest in the Second-Tier
Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer
all amounts received with respect to the 2011-A Exchange Note, and in such event, this Agreement
will constitute a security agreement under applicable law and the Issuer will have all of 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. Representations and Warranties of the Issuer. The Issuer represents and
warrants to the Depositor as of the date of this Agreement and as of the 2011-A Closing Date:



     (a) Organization and Qualification. The Issuer is a statutory trust duly formed,
validly existing and in good standing under the laws of the State of Delaware. The Issuer is
qualified as a foreign statutory trust 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 such qualification, license or approval, unless the failure to obtain such
qualifications, licenses or approvals would not reasonably be expected to have a material adverse
effect on the Issuer’s ability to perform its obligations under this Agreement.



     (b) Power, Authorization and Enforceability. The Issuer has the power and authority
to execute, deliver and perform the terms of this Agreement. The Issuer has authorized the
execution, delivery and performance of the terms of this Agreement. This Agreement is the legal,
valid and binding obligation of the Issuer, enforceable against the Issuer, except as the same 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 consummation of the transactions contemplated
by this Agreement will not (i) conflict with or result in any breach of any of the terms and
provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement, guarantee or similar agreement or instrument under which the Issuer is a debtor or
guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or
assets of the Issuer pursuant to the terms of any such indenture, mortgage, deed of trust, loan
agreement, guarantee or similar agreement or instrument (other than as contemplated by this
Agreement), (iii) violate the trust agreement of the Issuer, or (iv) violate any law or, to the
Issuer’s knowledge, any order rule or regulation applicable to the Issuer of any Governmental
Authority having jurisdiction over the Issuer or its properties, the failure to comply with which
would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform
its obligations under this Agreement or any other 2011-A Basic Document to which it is a party.



     (d) No Proceedings. To the Issuer’s knowledge, there are no proceedings or
investigations pending or overtly threatened in writing before any Governmental Authority having
jurisdiction over the Depositor or its properties (i) asserting the invalidity this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated by this Agreement,
(iii) seeking any determination or ruling that would reasonably be expected to have a material
adverse effect upon the Issuer’s ability to perform its obligations under this Agreement 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 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 such proceedings that, to the
Issuer’s knowledge, would not reasonably be expected to have a material adverse effect upon the
Issuer or materially and adversely affect the performance by the Issuer of its obligations under,



3









 




or the
validity and enforceability of, the 2011-A Basic Documents or the Notes, or materially and
adversely affect the tax treatment of the Issuer or the Notes.




     Section 3.2. Representations and Warranties of the Depositor. The Depositor
represents and warrants to the Issuer as of the date of this Agreement and as of the 2011-A 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 such qualification, license or approval,
unless the failure to obtain such 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.



     (b) Power, Authorization and Enforceability. The Depositor has the power and
authority to execute, deliver and perform the terms of this Agreement. The Depositor has duly
authorized the execution, delivery and performance of the terms of this Agreement. This Agreement
is the legal, valid, binding and enforceable obligation of the Depositor, except as the same 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 consummation of the transactions contemplated
by this Agreement, and the fulfillment of the terms of this Agreement, will not (i) conflict with
or result in any breach of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument
under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of
any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such
indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument
(other than as contemplated by this Agreement), (iii) violate the certificate of formation of the
Depositor or the Depositor LLC Agreement or (iv) violate any law or, to the Depositor’s knowledge,
any order, rule or regulation applicable to the Depositor of any Governmental Authority having
jurisdiction over the Depositor or its properties, the failure to comply with which would
reasonably be expected to have a material adverse effect upon 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 overtly threatened in writing before any Governmental Authority having
jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement,
(ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement,
(iii) seeking any determination or ruling that would reasonably be expected to have a material
adverse effect upon the Depositor’s ability to perform its obligations under this Agreement, or
(iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for
U.S. federal income 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 such proceedings that, to the Depositor’s knowledge, would not reasonably be expected



4









 




to have a material adverse effect upon the Depositor or materially and adversely affect the
performance by the Depositor of its obligations under, or the validity and enforceability of, the
2011-A Basic Documents or the Notes, or materially and adversely affect the tax treatment of the
Issuer or the Notes.




     (e) Investment Company Act. The Depositor is not an “investment company” or a company
“controlled by an investment company” within the meaning of the Investment Company Act.



     Section 3.3. Representations of the Depositor and the Issuer. The respective
agreements, representations, warranties and other statements by the Depositor and the Issuer set
forth in or made pursuant to this Agreement will remain in full force and effect and will survive
the closing under Section 2.2.



ARTICLE IV

CONDITIONS




     Section 4.1. Conditions to Obligation of the Issuer. The obligation of the Issuer to
purchase the Second-Tier Assets as set forth in Section 2.1 is subject to the satisfaction of the
following conditions:



     (a) Representations and Warranties True. The representations and warranties of the
Depositor contained in Section 3.2 will be true and correct on the 2011-A Closing Date, and the
Depositor will have performed on or prior to the 2011-A Closing Date all obligations to be
performed by the Depositor under this Agreement on or prior to the 2011-A Closing Date.



     (b) Delivery of 2011-A Exchange Note. The Depositor has delivered to the Issuer the
2011-A Exchange Note, registered in the name of “Ford Credit Auto Lease Trust 2011-A “ or its
assignee or endorsed in blank by an effective endorsement.



     (c) Documents to be Delivered by the Depositor. On the 2011-A Closing Date, the
Depositor will deliver such other documents as the Issuer may reasonably request.



     (d) Other Transactions. The transactions contemplated by the Credit and Security
Agreement, the Exchange Note Supplement, the First-Tier Sale Agreement, the Indenture and the
Initial Purchase Agreement will be consummated on or prior to the 2011-A Closing Date.



     Section 4.2. Conditions to Obligation of the Depositor. The obligation of the
Depositor to sell the 2011-A Exchange Note to the Issuer as set forth in Section 2.1 is subject to
each representation and warranty of the Issuer as set forth in Section 3.1 being true and correct
on the 2011-A Closing Date, and each obligation to be performed by the Issuer under this Agreement
on or prior to the 2011-A Closing Date having been performed on or prior to the 2011-A Closing
Date.



     Section 4.3. Deemed Satisfaction of Conditions. Upon the transfer (or the purported
transfer) of the Second-Tier Assets to, and the acceptance (or the purported acceptance) of the
Second-Tier Assets by, the Issuer, all of the conditions set forth in this Article IV will be
deemed to have been satisfied.



5









 





ARTICLE V

COVENANTS OF THE DEPOSITOR




     Section 5.1. Protection of Right, Title and Interest to the Second-Tier Assets.



     (a) The Depositor will file financing statements and continuation statements in the manner and
place required by Applicable Law to preserve, maintain and protect the interest of the Issuer in
the Second-Tier Assets. The Depositor will deliver to the Issuer file-stamped copies of, or filing
receipts for, any financing statement and continuation statement promptly upon such document
becoming available following filing.



     (b) The Depositor authorizes the Issuer to file any financing or continuation statements, and
amendments to such statements, in all jurisdictions and with all filing offices as the Issuer may
determine are necessary or advisable to preserve, maintain and protect the interest of the Issuer
in the Second-Tier Assets. Such financing and continuation statements may describe the Second-Tier
Assets in any manner as the Issuer may reasonably determine to ensure the perfection of the
interest of the Issuer in the Second-Tier Assets. The Issuer will deliver to the Depositor
file-stamped copies of, or filing receipts for, any financing statement and continuation statement
promptly upon such document becoming available following filing.



     (c) The Depositor will give the Issuer at least 60 days’ prior notice of any relocation of its
chief executive office or change in its corporate structure, form of organization or jurisdiction
of organization if, as a result of such relocation or change, Section 9-307 of the UCC could
require the filing of a new financing statement or an amendment to a previously filed financing or
continuation statement and will promptly file any such new financing statement or amendment. The
Depositor will maintain its chief executive office within the United States and will maintain its
jurisdiction of organization in only one State.



     (d) The Depositor will not change its name in any manner that could make any financing
statement or continuation statement filed in accordance with this Section 5.1 seriously misleading
within the meaning of Section 9-506 of the UCC, unless it has given the Depositor at least five
days’ prior notice of such change and promptly files appropriate amendments to all previously filed
financing statements.



     Section 5.2. Other Liens or Interests. Except for the sales and assignments under
this Agreement, the Depositor will not sell, contribute, pledge, assign, transfer or allow to be
issued any Second-Tier Asset to any other Person, or grant, create, incur, assume or suffer to
exist any Lien on any interest therein, and the Depositor will defend the right, title, and
interest of the Issuer in, to and under the Second-Tier Assets against all claims of third parties
claiming through or under the Depositor. However, the Depositor’s obligations under this Section
5.2 with respect to the 2011-A Exchange Note will terminate upon the payment in full of the 2011-A
Exchange Note pursuant to the Credit and Security Agreement and the Exchange Note Supplement.



     Section 5.3. Indemnification. The Depositor will be liable under this Agreement only
to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and
agrees to the following:



6









 





     (a) The Depositor will indemnify, defend and hold harmless the Issuer, and its officers,
directors, employees and agents, from and against any and all costs, expenses, losses, damages,
claims and liabilities arising out of, or imposed upon the Issuer through the willful misconduct,
negligence or bad faith of the Depositor in the performance of its duties under this Agreement or
by reason of reckless disregard of the Depositor’s obligations and duties under this Agreement.



     (b) Promptly upon receipt by the Issuer, or any of its officers, directors, employees and
agents, of notice of the commencement of any suit, action, claim, proceeding or governmental
investigation against it, the Issuer will, if a claim in respect of such suit, action, claim,
proceeding or investigation is to be made against the Depositor under this Section 5.3, notify the
Depositor of the commencement of such suit, action, claim, proceeding or investigation. The
Depositor may participate in and assume the defense and settlement of any such suit, action, claim,
proceeding or investigation at its expense, and no settlement of such suit, action, claim,
proceeding or investigation may be made without the approval of the Depositor and the Issuer, which
approvals will not be unreasonably withheld or delayed. The Depositor’s obligations under this
Section 5.3 will include reasonable fees and expenses of counsel and expenses of litigation. After
notice from the Depositor to the Issuer of the Depositor’s intention to assume the defense of such
suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the
Issuer, and so long as the Depositor so assumes the defense of such suit, action, claim, proceeding
or investigation in a manner reasonably satisfactory to the Issuer, the Depositor will not be
liable for any expenses of counsel to the Issuer unless there is a conflict between the interests
of the Depositor and the Issuer, in which case the Depositor will pay for the separate counsel to
the Issuer.



     (c) If the Depositor makes any indemnity payments pursuant to this Section 5.3 and the Issuer
thereafter collects any of such amounts from others, the Issuer will promptly repay such amounts to
the Depositor, without interest.



     (d) The indemnity obligations set forth in Section 5.3(a) will be in addition to any
obligation that the Depositor may otherwise have and will survive the termination of this
Agreement.



     Section 5.4. Reserve Initial Deposit. On the 2011-A Closing Date, the Depositor will
deposit, or cause to be deposited, the Reserve Initial Deposit into the Reserve Account from the
net proceeds of the sale of the Notes.



     Section 5.5. Obligations of the Depositor. The obligations of the Depositor under
this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the
2011-A Exchange Note or any Collateral Lease or Collateral Leased Vehicle included in the 2011-A
Reference Pool.



ARTICLE VI

MISCELLANEOUS PROVISIONS




     Section 6.1. Amendment.



     (a) This Agreement may be amended by the Depositor and the Issuer, with prior notice by the
Depositor to the Rating Agencies, for any purpose if either (i) the Depositor or the Issuer
delivers an Opinion of Counsel to the Issuer, the Owner Trustee and the Indenture Trustee, in form



7









 




reasonably satisfactory to them, to the effect that such amendment will not adversely affect
the interests of the Noteholders in any material respect or (ii) the consent of the Noteholders of
a majority of the Note Balance of each Class of Notes Outstanding adversely affected in any
material respect is obtained (with each affected Class voting separately, except that all
Noteholders of Class A Notes will vote together as a single class).




     (b) If the consent of the Noteholders is required, they do not need to approve the particular
form of any proposed amendment so long as their consent approves the substance of the proposed
amendment.



     (c) Promptly upon the execution of any amendment in accordance with this Section 6.1, the
Sponsor will send a copy of such amendment to the Indenture Trustee and each Rating Agency.



     Section 6.2. Notices.



     (a) All notices, requests, demands, consents, waivers or other communications to or from the
parties to this Agreement must be in writing and will be deemed to have been given:




     (i) upon delivery or, in the case of a letter mailed by registered first class mail,
postage prepaid, three days after deposit in the mail,




     (ii) in the case of a fax, when receipt is confirmed by telephone, reply email or reply
fax from the recipient,




     (iii) in the case of an email, when receipt is confirmed by telephone or reply email
from the recipient, and




     (iv) in the case of an electronic posting to a password-protected website to which the
recipient has been provided access, upon delivery of an email to such recipient stating that
such electronic posting has occurred.



     Any such notice, request, demand, consent or other communication must be delivered or
addressed as set forth on Schedule A to the Indenture or at such other address as any party may
designate by notice to the other parties.



     (b) Any notice required or permitted to be mailed to a Noteholder must be sent by overnight
delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of
such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this
Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder
receives such notice.



     Section 6.3. Costs and Expenses. The Depositor will pay all expenses incurred in the
performance of its obligations under this Agreement and all reasonable out-of-pocket costs and
expenses of the Issuer in connection with the perfection as against third parties of the Issuer’s
right, title and interest in and to the Second-Tier Assets and the enforcement of any obligation of
the Depositor hereunder.



8









 





     Section 6.4. Successors and Assigns. All covenants and agreements contained herein
will be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns, all as provided in this Agreement. Any request, notice,
direction, consent, waiver or other instrument or action by a party to this Agreement will bind the
successors and assigns of such party. Except as otherwise provided in this Agreement, no other
Person will have any right or obligation under this Agreement.



     Section 6.5. No Petition. Each party to this Agreement covenants that for a period of
one year and one day (or, if longer, any applicable preference period) after payment in full of the
Notes, all Exchange Notes, and all distributions to all Holders of Certificates and all holders of
any other Securities (as defined in the related Titling Company Agreement) the payments on which
are derived in any material part from amounts received with respect to any Titling Company Assets
(as defined in the applicable Titling Company Agreements), it will not institute against, or join
any Person in instituting against, the Issuer, the Depositor, any Holding Company, any Titling
Company, or the Holders of the Collateral Specified Interest Certificates any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the 2011-A Exchange Note, the Notes, this Agreement or any of the other 2011-A Basic
Documents and agrees it will not cooperate with or encourage others to file a bankruptcy petition
against the Issuer, the Depositor, any Holding Company, any Titling Company or the Holders of the
Collateral Specified Interest Certificates during the same period.



     Section 6.6. Limited Recourse. The Depositor and the Issuer agree that any claim that
the Depositor or the Issuer may seek to enforce against each other is limited to the Second-Tier
Assets only and does not represent a claim against the assets of the Depositor or the Issuer as a
whole or any assets other than the Second-Tier Assets.



     Section 6.7. Subordination.



     (a) The Depositor and the Issuer agree that any claim that the Depositor or the Issuer may
seek to enforce at any time against any assets of the Depositor or the Issuer other than the
Second-Tier Assets will be subordinate to the payment in full of all other claims with respect to
such other assets. However, this Section 6.7(a) will not limit, subordinate or otherwise modify
any claims against the Depositor or the Issuer with respect to any right to indemnification,
commitment to repurchase or other obligation of the Depositor or the Issuer relating to:




     (i) any of the assets related to the Second-Tier Assets,




     (ii) any related credit enhancement,




     (iii) any transactions entered into in connection with the 2011-A Exchange Note (or the
beneficial interest therein),




     (iv) any administrative services performed in connection with the Second -Tier Assets,




     (v) any related servicing obligation, or



9









 






     (vi) any obligation to any Person acting as trustee, registrar or administrator
(including as Titling Company Registrar, owner trustee or indenture trustee).



     (b) The Depositor agrees that any claim that the Depositor may seek to enforce against the
Issuer or any of its assets will be subordinate to the payment in full of the principal of and
interest on the Notes.



     (c) The parties to this Agreement intend that Section 6.7(a) and Section 6.7(b) constitute an
enforceable subordination agreement under Section 510(a) of the Bankruptcy Code.



     Section 6.8. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 6.9. Submission to Jurisdiction. The parties submit 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 purposes of all legal proceedings arising
out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may
do so, any objection that they may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum.



     Section 6.10. WAIVER OF JURY TRIAL. Each party to this agreement irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this agreement or the transactions contemplated by this
agreement.



     Section 6.11. Severability. If any of the covenants, agreements or terms of this
Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the
remaining covenants, agreements or terms of this Agreement and will in no way affect the validity,
legality or enforceability of the remaining Agreement.



     Section 6.12. Counterparts. This Agreement may be executed in any number of
counterparts. Each counterpart will be an original, and all counterparts will together constitute
one and the same instrument.



     Section 6.13. Headings. The headings in this Agreement are included for convenience
only and will not affect the meaning or interpretation of this Agreement.



     Section 6.14. No Waiver; Cumulative Remedies. No failure or delay of the Depositor in
exercising any power, right or remedy under this Agreement will operate as a waiver. No single or
partial exercise of any power, right or remedy precludes any other or further exercise of such
power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and
remedies provided in this Agreement are in addition to any powers, rights and remedies provided by
law.



     Section 6.15. Issuer Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer or the Owner Trustee under this Agreement or any
certificate or other writing delivered in connection with this Agreement, against (i) the Owner



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Trustee in its individual capacity, (ii) any holder of a beneficial interest in the Issuer,
(iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner
Trustee, in its individual capacity or (iv) any holder of a beneficial interest in the Owner
Trustee or, in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its individual capacity). For
all purposes of this Agreement, in the performance of any duties or obligations of the Issuer under
this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, Articles V,
VI and VII of the Trust Agreement.




[Remainder of Page Intentionally Left Blank]




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EXECUTED BY:




	 	 	 	 	 
	 	FORD CREDIT AUTO LEASE TWO LLC,

     acting with respect to its Series of

     limited liability company interests designated as the

     “2011-A Series”, as Depositor

 	 
	 	By:  	/s/
Susan J. Thomas 	 
	 	 	Name:  	Susan J. Thomas 	 
	 	 	Title:  	Secretary 	 
	 
	 	FORD CREDIT AUTO LEASE TRUST 2011-A,

     as Issuer

 	 
	 	By:  	U.S. Bank Trust National Association, not in its 

individual capacity but solely as Owner Trustee

	 
	 	By:  	/s/
Annette Morgan 	 
	 	 	Name:  	Annette Morgan 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Second-Tier Sale Agreement]