Exhibit 10.3


Execution Version





 


 


EXCHANGE NOTE SALE AGREEMENT


 


between


 


FORD CREDIT AUTO LEASE TWO LLC,

acting for its series of

limited liability company interests designated as

the "2022-A Series", as Depositor


 


and


 


FORD CREDIT AUTO LEASE TRUST 2022-A,

as Issuer


 


Dated as of April 1, 2022


 


 






     


     


    

 





TABLE OF CONTENTS


 


	ARTICLE I USAGE AND DEFINITIONS	1







	 	Section 1.1.	Usage and Definitions	1




 





	ARTICLE II SALE AND PURCHASE OF SOLD PROPERTY	1







	 	Section 2.1.	Sale of Sold Property	1
	 	Section 2.2.	Payment for Sold Property; Delivery of Exchange Note	2
	 	Section 2.3.	Acknowledgement of Assignment and Servicing	2
	 	Section 2.4.	Savings Clause	2




 


	ARTICLE III REPRESENTATIONS AND WARRANTIES	3







	 	Section 3.1.	Depositor's Representations and Warranties	3
	 	Section 3.2.	Depositor's Representations and Warranties About Sold Property and Reference Pool	4
	 	Section 3.3.	Depositor's Reallocation of Leases and Leased Vehicles for Breach of Representations	5
	 	Section 3.4.	Dispute Resolution	6
	 	Section 3.5.	Issuer's Representations and Warranties	9




 


	ARTICLE IV DEPOSITOR'S AGREEMENTS	10







	 	Section 4.1.	Required Reserve Amount	10
	 	Section 4.2.	Financing Statements	10
	 	Section 4.3.	No Sale or Lien by Depositor	10
	 	Section 4.4.	Expenses	11




 


	ARTICLE V OTHER 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.	Limitation of Liability of Owner Trustee	11
	 	Section 5.6.	Issuer Obligation	11
	 	Section 5.7.	Termination	12




 


	ARTICLE VI MISCELLANEOUS	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 SALE AGREEMENT, dated as of April 1,
2022 (this "Agreement"), between 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, and FORD CREDIT AUTO LEASE TRUST
2022-A, a Delaware statutory trust, as Issuer.


 


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 sold 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 SOLD PROPERTY


 


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


 






     


     


    

  


Section 2.2.     Payment
for Sold Property; Delivery of Exchange Note.


 


(a)            Payment
for Sold Property. In consideration for the Sold Property, the Issuer will transfer to the Depositor the Notes as payment for the
2022-A Exchange Note and the other Sold Property. The Depositor and the Issuer each represents and warrants to the other that the transfer
of the Notes on the Closing Date and the increase in the value of the Depositor's beneficial interest in the Issuer, is equal to the fair
market value of the 2022-A Exchange Note and the other Sold Property.


 


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


 


Section 2.3.     Acknowledgement
of Assignment and Servicing.


 


(a)            Further
Assignment. The Depositor acknowledges that, under the Indenture, the Issuer will assign and pledge the Sold Property and related
property and rights to the Indenture Trustee for the benefit of the Secured Parties.


 


(b)            Servicing.
The Issuer 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 Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment
of the Sold Property, conveying good title to the Sold Property free and clear of any Lien other than Permitted Liens, from the Depositor
to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's estate if there is a bankruptcy
or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold 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 Depositor Grants
to the Issuer on the date of this Agreement a security interest in the Depositor's right, title and interest in the Sold Property, whether
now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor 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 Issuer 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.     Depositor's
Representations and Warranties. The Depositor makes the following representations and warranties on which the Issuer is relying in
purchasing the Sold Property. The representations and warranties are made as of the Closing Date and will survive the sale and assignment
of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture
Trustee under the Indenture:


 


(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 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.


 


(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 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 this 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.


 






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


 


Section 3.2.     Depositor's
Representations and Warranties About Sold Property and Reference Pool.


 


(a)            Representations
and Warranties from Exchange Note Purchase Agreement. Ford Credit made representations and warranties about the Leases and Leased
Vehicles in the 2022-A Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement, and has consented to the sale by the
Depositor to the Issuer of the Depositor's rights to these representations and warranties. Under Section 2.1, the Depositor has sold
and assigned to the Issuer the Depositor's rights under the Exchange Note Purchase Agreement, including the right to require Ford Credit
to reallocate any Leases and Leased Vehicles if there is a breach of Ford Credit's representations and warranties. In addition, the Depositor
represents and warrants as of the Closing Date that the representations and warranties about the Leases and Leased Vehicles in the 2022-A
Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement are true and correct. The Issuer is relying on Ford Credit's
representations and warranties in the Exchange Note Purchase Agreement and on the Depositor's representations and warranties in this Section 3.2(a) in
purchasing the 2022-A Exchange Note, which representations and warranties will survive the sale and assignment of the 2022-A Exchange
Note by the Depositor to the Issuer under this Agreement and the pledge of the 2022-A Exchange Note to the Indenture Trustee under the
Indenture.


 


(b)            Representations
and Warranties About Sold Property and Reference Pool. The Depositor makes the following representations and warranties about
the Sold Property and the 2022-A Reference Pool on which the Issuer is relying in purchasing the Sold Property. The
representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Sold Property by the
Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the
Indenture.


 


(i)             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.


 


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


 


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


 


(iv)          Security
Interest in Sold Property.


 


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



 






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		(B)	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.



 


		(C)	All financing statements filed or to be filed against the Depositor in favor of the Issuer describing the Sold 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."



 


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



 


(v)            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.


 


Section 3.3.     Depositor's
Reallocation of Leases and Leased Vehicles for Breach of Representations.


 


(a)            Investigation
of Breach. If a Responsible Person of the Depositor (i) has knowledge of a breach of a representation or warranty made in
Section 3.2(a), (ii) receives notice from the Issuer, the Owner Trustee or the Indenture Trustee of a breach of a
representation or warranty made in Section 3.2(a), (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 Depositor 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 3.3.


 






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(b)            Reallocation
of Leases and Leased Vehicles; Payment of Administrative Reallocation Amount. For a breach described in Section 3.3(a), the Depositor
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 Depositor has knowledge or receives notice of and confirms the breach or, at the Depositor'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 Depositor 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 Depositor'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 Depositor in Section 3.2(a) is (i) to
require the Depositor to reallocate the Lease and Leased Vehicle or Leases and Leased Vehicles under this Section 3.3 or (ii) to
require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to reallocate the Lease and Leased Vehicle under
Section 3.4 of the Exchange Note Purchase Agreement.


 


Section 3.4.     Dispute
Resolution.


 


(a)            Referral
to Dispute Resolution. If the Issuer, the Owner Trustee, the Indenture Trustee or a Noteholder (the "Requesting Party")
requests that the Depositor and/or the Sponsor reallocate a Lease and related Leased Vehicle due to an alleged breach of a representation
and warranty in Section 3.2(a) or in Section 3.4 of the Exchange Note Purchase Agreement (each, a "Reallocation
Request"), and the Reallocation Request has not been resolved within 180 days after the Depositor or the Sponsor receives the
Reallocation Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration)
or binding third-party arbitration. However, if the Lease subject to a Reallocation Request was part of a Review and the Review Report
showed no Test Fails for the Lease, the Reallocation Request for the Lease and Leased Vehicle will be deemed to be resolved. The Requesting
Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after
the end of the 180-day period. The Depositor and the Sponsor agree to participate in the dispute resolution method selected by the Requesting
Party.


 


(b)            Mediation.
If the Requesting Party selects mediation for dispute resolution:


 


(i)            The
mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures
for mediation stated in this Section 3.4, the procedures in this Section 3.4 will control.


 






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(ii)             A
single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator
must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation
and, if possible, consumer finance or asset-backed securitization matters.


 


(iii)            The
mediation will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.


 


(iv)            Expenses
of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.


 


(v)             If
the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under
this Section 3.4.


 


(c)            Arbitration.
If the Requesting Party selects arbitration for dispute resolution:


 


(i)            The
arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the
procedures for arbitration stated in this Section 3.4, the procedures in this Section 3.4 will control.


 


(ii)            A
single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator
must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation
and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply
with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment,
the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely
to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause
consisting of actual bias, conflict of interest or other serious potential for conflict.


 


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


 


(iv)            The
arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according
to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction
Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the
fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable
discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The
determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State
law, and may be entered and enforced in any court of competent jurisdiction.


 






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(v)            By
selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.


 


(vi)           The
Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found
to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.


 


(d)            Additional
Conditions. For each mediation or arbitration:


 


(i)             Any
mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected
by the Depositor or the Sponsor. Any party or witness may participate by teleconference or video conference.


 


(ii)            The
Depositor, the Sponsor and the Requesting Party will have the right to seek provisional relief from a competent court of law, including
a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.


 


(iii)            Neither
the Depositor nor the Sponsor will be required to produce personally identifiable customer information for purposes of any mediation
or arbitration. The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration
proceedings , the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the
proceeding, will be confidential, privileged and inadmissible for any purpose in any mediation, arbitration, litigation or other
proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than
a party's attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or
arbitration proceeding under this Section 3.4), except as required by law, regulatory requirement or court order. If a party to
a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a
governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the
recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of
its confidential information.


 






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


 


(a)            Organization
and Qualification. The Issuer is duly formed and validly existing as a statutory trust 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 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 Issuer's ability to perform its obligations under this Agreement.


 


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


 


(d)            No
Proceedings. To the Issuer'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 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
Issuer'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 Issuer, the performance by
the Issuer 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.


 






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


 


ARTICLE IV

DEPOSITOR'S AGREEMENTS


 


Section 4.1.     Required
Reserve Amount. On the Closing Date, the Depositor will deposit, or cause to be deposited, the Required Reserve Amount in the Reserve
Account from the net proceeds of the sale of the Notes.


 


Section 4.2.     Financing
Statements.


 


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


 


(b)            Issuer
and Indenture Trustee Authorized to File Financing Statements. The Depositor authorizes the Issuer and the Indenture Trustee to file
financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the Issuer
or the Indenture Trustee may determine are necessary or advisable to perfect the Issuer's interest in the Sold Property. The financing
and continuation statements may describe the Sold Property as the Issuer or the Indenture Trustee may reasonably determine to perfect
the Issuer's interest in the Sold Property. The Issuer or the Indenture Trustee 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.


 


(c)            Relocation
of Depositor. The Depositor will notify the Owner Trustee and the Indenture Trustee 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 amendment under Section 9-307 of the UCC. The Depositor will promptly file new financing statements
or amendments to all previously filed financing statements or amendments. The Depositor will maintain its chief executive office within
the United States and will maintain its jurisdiction of organization in only one State.


 


(d)            Change
of Depositor's Name. The Depositor will notify the Owner Trustee and the Indenture Trustee at least ten days before any change in
the Depositor's name that could make a financing statement filed under this Section 4.2 seriously misleading under Section 9-506
of the UCC. The Depositor will promptly file amendments to all previously filed financing statements.


 


Section 4.3.     No
Sale or Lien by Depositor. Except for the sale and assignment under this Agreement, the Depositor will not sell or assign any Sold
Property to another Person, or Grant or allow a Lien on an interest in any Sold Property. The Depositor will defend the Issuer's interest
in the Sold Property against claims of third parties claiming through the Depositor.


 






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Section 4.4.     Expenses.
The Depositor will pay the expenses to perform its obligations under this Agreement and the Issuer and the Indenture Trustee's reasonable
expenses to perfect the Issuer's interest in the Sold Property and to enforce the Depositor's obligations under this Agreement.


 


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 Depositor's obligations under this Agreement.


 


Section 5.2.     No
Petition. Each party 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. Each party agrees that any claim that it may seek to enforce against the other party under this Agreement is limited to
the Sold Property only and is not a claim against the other party's assets as a whole or against assets other than the Sold 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 Sold Property are solely the Borrowers' obligations and are
not the Depositor's obligation or an interest in any of the Depositor's assets. The Issuer acknowledges and agrees that it has no
right, title or interest in any assets of the Depositor for the payment of amounts due or for the performance of obligations
under the 2022-A Exchange Note or the other Sold Property.


  


(b)            Subordination
of Claims. The Issuer 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.     Limitation
of Liability of Owner Trustee. This Agreement has been signed on behalf of the Issuer by The Bank of New York Mellon not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer. In no event will The Bank of New York Mellon in its individual capacity
or a beneficial owner of the Issuer be liable for the representations, warranties, covenants, agreements or other obligations of the
Issuer under this Agreement. For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of,
the Trust Agreement.


 


Section 5.6.     Issuer
Obligation. No recourse may be taken, directly or indirectly, for the obligations of the Issuer or the Owner Trustee under this Agreement
or a document delivered under this Agreement, against (a) the Owner Trustee in its individual capacity, (b) any holder of a
beneficial interest in the Issuer, (c) any partner, owner, beneficiary, officer, director, employee or agent of the Owner Trustee,
in its individual capacity or (d) any holder of a beneficial interest in the Owner Trustee, in its individual capacity, except as
that Person may have expressly agreed.


 






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Section 5.7.     Termination.
This Agreement will terminate on the payment in full or cancellation of the 2022-A Exchange Note.


 


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
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 Issuer will notify the Rating Agencies in advance of any amendment. Promptly after the execution
of an amendment, the Depositor 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 Indenture Trustee, for the benefit of the Secured Parties, will be a third-party beneficiary of this Agreement
and may enforce this Agreement against the Depositor. 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;


 






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(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.


 


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 CREDIT AUTO LEASE TWO LLC,

acting for its series of limited liability company interests designated as the "2022-A Series," as Depositor




 


	 	By:	  /s/ Ryan Hershberger
	 	 	Name:	Ryan Hershberger
	 	 	Title:	President and Assistant Treasurer




 


	 	FORD CREDIT AUTO LEASE TRUST 2022-A,

as Issuer




 


		By:	THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Owner Trustee



 


	 	By:	 	/s/ Leslie Morales
	 	 	Name:	Leslie Morales
	 	 	Title:	Vice President




 


[Signature
Page to Exchange Note Sale Agreement]