Common use of Introduction Clause in Contracts

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indenture.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the certificates identified Publicly Registered Notes as contemplated in Schedule I hereto this Agreement, the Trust will issue the Class A-1 Notes (the "Certificates"“Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of __________retail installment sale contracts for new and used cars, 1997 light trucks and utility vehicles (as amended the “Receivables”) and supplemented from time certain other property of the Trust. Ford Credit will sell the Receivables to time, including any Series Supplementthe Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the "Indenture"), between “Servicer”) will service the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure 1.1. This Agreement is entered by and Economic Development ------------- Bank Special Purpose Trust [_]-1 between Growell Capital Ltd (hereinafter called the "Trust"“Company” or “us”) proposes on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to sell face. 1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount Investment Services and Activities and Regulated Markets Law of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives"2017 L.87(I)/2017, as used herein, shall each be deemed to refer to such firm subsequently amended or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented replaced from time to time, time (“the "Trust Agreement"Law”), among with CIF license number 314/13. It is registered in the Infrastructure BankRepublic of Cyprus under the Companies Law Cap. 113, the Delaware Trustee and Bankers Trust Companywith registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, as certificate trustee (the "Certificate Trustee")Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus. 1.3. The assets of the Trust will consist solely of the [_] Funding LLC NotesThis Client Agreement together with its Appendix 1, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), any Appendix added thereto and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (following documents as amended and supplemented from time to timetime titled “Summary of Conflicts of Interest Policy”, including any Series Supplement“Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the "Indenture")“Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, between the Note Issuer rights and Bankers Trust Companyobligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation. 1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website. 1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us. 1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website. 1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as Note Trustee (over the "Note Trustee")telephone, and purchased by the Certificate Trustee, on behalf or by 1.8. Physical signature of the TrustAgreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well. 1.9. By applying to us to provide to you any of the Services, pursuant to a note purchase agreement dated as of ______, 1997 (you agree with the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests provisions set out in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indentureour Asset Valuation Policy.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class X-0, Xxxxx X-0, [Class B] and [Class C] Notes (together, the “Offered Notes” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers Trust (Delaware), as Delaware owner trustee (the "Delaware “Owner Trustee"”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Certificates will be issued pursuant to an amended Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class B Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of Class B and Class C Notes will initially be retained by the Trust will consist solely of the [_Depositor.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator for the meanings given Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A[-1[ and Class A-2]][_]-1 , Class B, Class C and Class D] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Trust"“Commission”) proposes to sell and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to is governed by a declaration and trust agreement of trust dated as of _______________, 1997, (the “Trust Agreement”) between the California Infrastructure Depositors and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware owner trustee (the "Delaware “Owner Trustee"”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____Class D Notes (the “Class D Notes” and, 1997 (as amended and supplemented from time to timecollectively with the Offered Notes, the "Trust Agreement"), among Class B Notes and the Infrastructure BankClass C Notes], the Delaware Trustee and Bankers Trust Company, as certificate trustee (“Series 20 - Notes” or the "Certificate Trustee"“Notes”). The assets of [Class B, Class C and Class D] Notes will initially be retained by the Trust will consist solely of the [_Depositors.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a revolving pool of receivables originated in connection with the Certificate Trusteepurchase and financing of new and used car, on behalf truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily Receivables originated in connection with the purchase by the Transition Property described in the related Issuance Advice Letter. Such Transition Property dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Note Issuer by [Name of Utility]Depositors under separate receivables purchase agreements (each, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale “Receivables Purchase Agreement"), ”) between the Company, as sellerFord Credit and each Depositor, and each Depositor has sold or will sell the Note Issuer. Other Transition Property may be sold Receivables to the Note Issuer by the Company pursuant to an agreement substantially similar to the Trust under separate sale and servicing agreements (each, a “Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")”) between each Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit services the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the meanings given “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the certificates identified Publicly Registered Notes as contemplated in Schedule I hereto this Agreement, the Trust will issue the Class A-1 Notes (the "Certificates"“Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of __________retail installment sale contracts for new and used cars, 1997 light trucks and utility vehicles (as amended the “Receivables”) and supplemented from time certain other property of the Trust. Ford Credit will sell the Receivables to time, including any Series Supplementthe Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the "Indenture"), between “Servicer”) will service the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank Special Purpose Trust [_]-1 of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) between the Infrastructure Bank, the Delaware Trustee Depositor and Bankers Trust Company, as certificate an owner trustee (the "Certificate Owner Trustee"). The assets Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class A-1 Notes, Series _____ (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"), issued by [_] Funding LLC . The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note IssuerPurchase Agreement"), and . Each of the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and purchased by the Certificate Trustee, on behalf rules and regulations of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 Commission under the Securities Act (the "Note Purchase AgreementRules and Regulations"), between a registration statement on Form S-3 (having the Note Issuer registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the Certificate Trustee. Each Class date of Certificates will correspond this Agreement relating to a Class of Notes and will represent undivided interests in such underlying Class of the Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Terms Annex (the "CompanyPreliminary Prospectus")) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, pursuant to a sale agreement dated as of _______________the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, 1997 as the case may be. The Depositor has included certain static pool information (the "Sale AgreementStatic Pool Information"), between ) relating to prior securitized pools in Annex A to the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into "contracts of sale" (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing AgreementTime of Sale"), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any "free-writing prospectus," as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a "Free Writing Prospectus")) listed in the IndentureTerms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A[-1[ and Class A-2]][_, Class B, Class C and Class D] Notes (together, the “Offered Notes” [or “Notes”]-1 ) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Trust"“Commission”) proposes to sell and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to is governed by a declaration and trust agreement of trust dated as of _______________, 1997, (the “Trust Agreement”) between the California Infrastructure Depositors and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware owner trustee (the "Delaware “Owner Trustee"”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____Class D Notes (the “Class D Notes” and, 1997 (as amended and supplemented from time to timecollectively with the Offered Notes, the "Trust Agreement"), among Class B Notes and the Infrastructure BankClass C Notes], the Delaware Trustee and Bankers Trust Company, as certificate trustee (“Series 20 - Notes” or the "Certificate Trustee"“Notes”). The assets of [Class B, Class C and Class D] Notes will initially be retained by the Trust will consist solely of the [_Depositors.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) each between the Note Issuer Trust and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a revolving pool of receivables originated in connection with the Certificate Trusteepurchase and financing of new and used car, on behalf truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily Receivables originated in connection with the purchase by the Transition Property described in the related Issuance Advice Letter. Such Transition Property dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Note Issuer by [Name of Utility]Depositors under separate receivables purchase agreements (each, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale “Receivables Purchase Agreement"), ”) between the Company, as sellerFord Credit and each Depositor, and each Depositor has sold or will sell the Note Issuer. Other Transition Property may be sold Receivables to the Note Issuer by the Company pursuant to an agreement substantially similar to the Trust under separate sale and servicing agreements (each, a “Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")”) between each Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit services the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the meanings given “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class X-0, Xxxxx X-0, [Class B] and [Class C] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers Trust (Delaware), as Delaware owner trustee (the "Delaware “Owner Trustee"”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Certificates will be issued pursuant to an amended Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class B Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of Class B and Class C Notes will initially be retained by the Trust will consist solely of the [_Depositor.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator for the meanings given Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the certificates Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The “Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, Agreement”) between the California Infrastructure Depositor and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware “Owner Trustee")”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Certificates will be issued pursuant to an amended Publicly Registered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class A-1 Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of the Trust Class A-1 Notes will consist solely of the [_] Funding LLC Notes, Series _____ be sold under a note purchase agreement (the "Notes"“Class A-1 Note Purchase Agreement”), issued . The Class D Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "“Indenture"”), between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note “Indenture Trustee")”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and purchased by utility vehicles (the Certificate Trustee“Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time under Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of Utility]sale” (within the meaning of Rule 159 under the Securities Act, a California corporation the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the "Company"“Time of Sale”), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between Depositor had prepared the Company, as seller, Preliminary Prospectus and the Note Issuerinformation (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). Other Transition Property may be sold If, subsequent to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as initial Time of _______________, 1997 (as amended and supplemented from time to timeSale, the "Servicing Agreement"), between the Company, as servicer, Depositor and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have Representatives determine that the meanings given original Time of Sale Information included an untrue statement of material fact or omitted to them state a material fact necessary in order to make the statements therein, in the Indenture.light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the certificates identified Publicly Registered Notes as contemplated in Schedule I hereto this Agreement, the Trust will issue the Class A-1 Notes (the "Certificates"“Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Class D Notes will initially be retained by the Depositor. Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of __________retail installment sale contracts for new and used cars, 1997 light trucks and utility vehicles (as amended the “Receivables”) and supplemented from time certain other property of the Trust. Ford Credit will sell the Receivables to time, including any Series Supplementthe Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the "Indenture"), between “Servicer”) will service the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 This term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the "Trust"“Restructuring”) proposes to sell to the underwriters named in Schedule II hereto of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and (j) Pinnacle Gas Treating LLC, a Texas LLC (the "Underwriters"foregoing clauses (a) through (j), for whom you collectively, the “Company Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the "Representatives"“Chapter 11 Cases”) are acting as representatives, the principal amount under chapter 11 of title 11 of the certificates identified in Schedule I hereto United States Code (the "Certificates"“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”). If This Term Sheet is being agreed to in connection with entry by the firm or firms listed in Schedule II hereto include only Debtors and the firm or firms listed in Schedule I heretoSupporting Creditors into that certain Restructuring Support Agreement, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________June 10, 19972019 (as may be amended, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued supplemented or modified pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe terms thereof, the "Trust Agreement"“RSA”), among . Pursuant to the Infrastructure BankRSA, the Delaware Trustee parties thereto have agreed to support the transactions contemplated therein and Bankers Trust Companyherein. 1 Unless otherwise indicated herein, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized capitalized terms used and but not otherwise defined herein shall in this Term Sheet have the meanings given ascribed to them such terms as set forth in Exhibit A to this Term Sheet or the IndentureRSA, as applicable.

Introduction. California Infrastructure Nordic Investment Bank (“NIB”) confirms its agreement with each of you with respect to the issue and Economic Development ------------- Bank Special Purpose Trust [_]-1 sale from time to time by NIB of its Medium-Term Notes, Series D, Due Not Less Than Nine Months from Date of Issue, in an aggregate initial public offering price or purchase price of up to $10,000,000,000 (or the equivalent thereof in other currencies or composite currencies). To the extent Notes sold in the United States are not offered and sold only to institutions which such Agent reasonably believes are “accredited investors” (“Institutional Accredited Investors”) within the meaning of Rule 501 under the United States Securities Act of 1933, as amended (the "Trust"“Securities Act”) proposes that are also “qualified institutional buyers” as defined under Rule 144A under the Securities Act (“QIBs”) in accordance with Rule 144A under the Securities Act (such notes herein referred to sell to the underwriters named in Schedule II hereto (the "Underwriters"as “144A Notes”), for whom you (the "Representatives") such Notes are acting as representatives, limited to the principal amount of securities registered with the certificates identified in Schedule I hereto Securities and Exchange Commission (the "Certificates"“Commission”) on the Registration Statement (as defined below). If , which amount is subject to reduction as a result of the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", sale of other securities of NIB registered under such Registration Statement (such notes herein referred to as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank “Registered Notes”) (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), Registered Notes and the Certificates will be issued pursuant 144A Notes are herein referred to an amended and restated declaration and agreement of trust dated collectively as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"“Notes”), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture in accordance with a fiscal agency agreement, dated as of __________the date hereof (the “Fiscal Agency Agreement”), 1997 between NIB and Citibank, N.A., as fiscal agent (the “Fiscal Agent”). For the purposes of this Agreement, the term “agent” shall refer to any of you acting solely in your capacity as amended Agent for NIB pursuant to Section 3(a) and not as principal (collectively, the “Agents”), the term “Purchaser” shall refer to any one of you acting solely in your capacity as principal pursuant to Section 9 and not as Agent, and the term “you” shall refer to you collectively without regard to whether at any time any of you is acting in both such capacities or in either such capacity. The Registered Notes shall be denominated in the currencies or currency units and have terms set forth in the Prospectus referred to in Section 2(a)(i), as it may be supplemented from time to time, including any Series supplements to the Prospectus Supplement in preliminary form (each, a “Preliminary Pricing Supplement”) or final form (each, a “Final Pricing Supplement”) (together, a “Pricing Supplement”) describing a Registered Note by specifying the "Indenture")principal or face amount, between issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, and other similar terms of a particular Registered Note sold pursuant hereto or the Note Issuer and Bankers Trust Companyoffering thereof. The term “issuer free writing prospectus”, as Note Trustee defined in Rule 433 under the Securities Act relating to the Registered Notes is hereinafter called an “Issuer Free Writing Prospectus” (which term, for the "Note Trustee"avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 5(b)(i), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee). Each Class issue of Certificates will correspond 144A Notes (each issue of Notes, whether registered or unregistered, being herein referred to as a Class “Tranche”) shall be denominated in the currencies or currency units and have terms set forth in the 144A Prospectus referred to in Section 2(b)(i) describing such Tranche of 144A Notes by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, selling restrictions and will represent undivided interests in other similar terms of such underlying Class Tranche of 144A Notes and sold pursuant hereto or the proceeds offering thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerissued, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________terms thereof established, 1997 (as amended and supplemented from time to time, time by NIB in accordance with the "Servicing Agreement"), between the Company, as servicer, Fiscal Agency Agreement and the Note IssuerProcedures (as defined in Section 3(f) hereof). Capitalized terms used and The Notes will be issued only in registered form. Bearer notes will not otherwise defined herein shall have the meanings given to them in the Indenturebe issued.

Introduction. California Infrastructure The Borrower and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to Secured Party entered into a declaration and agreement of trust Securities Purchase Agreement dated as of _______________August 4, 19972008 (as amended by Amendment No. 1 thereto, between the California Infrastructure dated as of February 27, 2009, and Economic Development Bank by Amendment No. 2, Consent and Waiver thereto, dated as of March 18, 2010 (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"“Amendment No. 2”), and as the Certificates will same may be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____further amended, 1997 (as amended and modified or supplemented from time to time, the "Trust “Purchase Agreement")”) pursuant to which the Grantor agreed, among other things, to issue to the Infrastructure BankSecured Party secured convertible promissory notes (such promissory notes as the same may be amended, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and modified or supplemented from time to time, including together with any Series Supplementpromissory notes issued by the Borrower in exchange therefor, the "Indenture"), between “Convertible Notes”) and providing for the Note Issuer and Bankers Trust Company, as Note Trustee payment of interest in kind in the form of additional secured convertible promissory notes (the "Note Trustee")“Additional Notes”, and purchased together with the Convertible Notes, the “Notes”) in certain circumstances. Pursuant to the Purchase Agreement, the Borrower and the Secured Party, individually and in its capacity as Collateral agent, entered into a Pledge and Security Agreement, dated as of February 27, 2009 (the “Original Pledge Agreement”) to secure the Original Obligations (as hereinafter defined). Pursuant to Amendment No. 2, the Secured Party has agreed to consent to the Bridge Financing (as defined in Amendment No. 2) and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Purchase Agreement, the Notes and the other Transaction Documents. In consideration for such amendments, waivers and consents, the Borrower has agreed (i) to cause each of its Subsidiaries organized under the laws of the United States or any State thereof to enter into the Guaranty Agreement, dated the date hereof, among the Borrower, each of its Subsidiaries party thereto and the Secured Party, pursuant to which each such Subsidiary has guaranteed the Obligations (as herein defined) and (ii) to the amendment and restatement of the Original Pledge Agreement in the form hereof. Each Subsidiary of the Borrower that is a party hereto acknowledges that the Borrower and the Subsidiaries are engaged in related businesses and that it has derived, and will continue to derive, substantial benefit from the financing provided to the Borrower by the Certificate TrusteeSecured Party pursuant to the Notes, and that it will derive substantial benefit from the financing provided to the Borrower pursuant to the Bridge Financing. In consideration therefor, each Grantor hereby (i) ratifies and reaffirms the conveyance, assignment, pledge and grant of the Original Collateral (as herein defined) made pursuant to the Original Pledge Agreement to secure the due and punctual payment of the Original Obligations (as herein defined); and (ii) has agreed to pledge, convey, assign and grant in favor of the Collateral Agent on behalf of the TrustSecured Party, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer perfected lien on and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described security interest in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Additional Collateral (the "Company"as defined herein), pursuant to a sale agreement dated as the terms of _______________this Pledge Agreement in order to secure the Original Obligations and all other monetary obligations, 1997 including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the "Sale Agreement"pendency of any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding), between of the Company, as seller, and Grantors now or hereafter due under the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to timeNotes, the "Servicing Purchase Agreement", the Guaranty Agreement, this Pledge Agreement and any other Transaction Document (collectively, the “Additional Obligations” and, together with the Original Obligations, the “Obligations”), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indenture.

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the certificates Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If “Trust Agreement”) among the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" Depositors and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware “Owner Trustee"), and ”) identified in the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofTerms Annex. The Notes will be issued pursuant to an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note “Indenture Trustee"), ”) identified in the Terms Annex and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by a revolving pool of receivables arising in connection with the Transition Property described purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the related Issuance Advice LetterTerms Annex. Such Transition Property The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold to the Note Issuer by [Name of Utility]Ford Motor Company, a California Delaware corporation (the "Company"“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "“Sale and Assignment Agreement"”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), between each as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as sellerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Note Issuer. Other Transition Property may be sold rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Note Issuer by Notes and the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as offering of _______________, 1997 (as amended and supplemented notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositors have prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 This Supplement (this "Supplement") dated January 1, 2014 supplements the information previously provided in the Confidential Private Offering Memorandum, dated December 2009 with respect to NT Alpha Strategies Fund (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "UnderwritersFund"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timetime (together, the "Offering Memorandum"). This Supplement should be read together with the Offering Memorandum and the Subscription Booklet for the Fund. Capitalized terms used in this Supplement that are not otherwise defined shall have the meaning given to such terms in the Offering Memorandum. Effective January 1, 2014, Northern Trust Investments, Inc. (“NTI”), a subsidiary of Northern Trust Corporation, assumed the responsibilities of The Northern Trust Company of Connecticut (“NTCC”), a subsidiary of Northern Trust Corporation, as Investment Manager under the investment management agreement between the Fund and NTCC (the "Investment Management Agreement"), among . NTI also assumed the Infrastructure Bank, responsibilities of NTCC as the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets Investment Manager of the Feeder Funds under the investment management agreements between NTCC and Caledonian Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate TrusteeCayman) Limited, on behalf of each of the TrustFeeder Funds. NTI is a state bank organized under the laws of the State of Illinois and a registered investment adviser under the Investment Advisers Act of 1940, pursuant as amended. The fees payable by the Fund and the Feeder Funds under the Investment Management Agreement, the personnel who manage the Fund and the Feeder Funds and the services provided to the Fund and the Feeder Funds remain unchanged as a note result of the assumption of these responsibilities. This Supplement amends the Offering Memorandum accordingly. This Supplement and the Memorandum and the information contained herein and therein may not be reproduced or distributed, nor may their contents be disclosed, to persons who are not directly involved with a prospective investor's decision regarding the purchase agreement dated as of ______the Units without the prior written consent of the Investment Manager. By accepting delivery of this Supplement, 1997 each investor and each prospective investor agrees to the foregoing. Notwithstanding anything expressed or implied in this Supplement, the Memorandum or any other Feeder Fund document to the contrary, each investor and each prospective investor (and each employee, representative, and other agent thereof) may disclose to any and all persons, without limitation of any kind, the "Note Purchase Agreement"tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated thereby; provided, however, that no investor or prospective investor (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any party or any information that could lead another to determine the identity of any party), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold or any other information to the Note Issuer by [Name extent that such disclosure could reasonably be expected to result in a violation of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indentureany applicable securities law.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-A, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an governed by a second amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement")) to be entered into by the Depositor, among the Infrastructure Bank, the Delaware Trustee and Bankers Trust CompanyThe Bank of New York Mellon, as certificate owner trustee (the "Certificate Owner Trustee")) and BNY Mellon Trust of Delaware, as Delaware trustee. The assets Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class C Notes (the "Class C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Class C Notes and the Offered Notes, Series _____ (the "Notes"), issued . The Class C Notes and Class D Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers U.S. Bank Trust Company, National Association, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by (i) the 2024-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the Certificate Trusteeparties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2024-A Reference Pool") on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to Trust under a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) among the Servicer, between the CompanyTitling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2024-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note IssuerSupplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. Capitalized terms used 333-265473), including a form of prospectus and not otherwise all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined herein shall have below), a preliminary prospectus relating to the meanings given to them Offered Notes as described in the IndentureTerms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the certificates Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If “Trust Agreement”) among the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" Depositors and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware “Owner Trustee"), and ”) identified in the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee")Terms Annex. The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Publicly Registered Notes will be issued pursuant to an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note “Indenture Trustee"), ”) identified in the Terms Annex and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by a revolving pool of receivables arising in connection with the Transition Property described purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the related Issuance Advice LetterTerms Annex. Such Transition Property The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold to the Note Issuer by [Name of Utility]Ford Motor Company, a California Delaware corporation (the "Company"“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "“Sale and Assignment Agreement"”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), between each as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as sellerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Note Issuer. Other Transition Property may be sold rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Note Issuer by Publicly Registered Notes and the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as offering of _______________, 1997 (as amended and supplemented notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositors have prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Breitburn Energy Partners LP (the "Trust"“Debtor”) proposes to sell to the underwriters named in Schedule II hereto and certain of its subsidiaries (the "Underwriters"), for whom you (the "Representatives") are acting as representativescollectively, the principal amount “Debtors”)1 are pursuing a proposed financial restructuring of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" their existing debt and "Representatives", as used herein, shall each other obligations to be deemed to refer to such firm or firms. The Trust was formed effectuated pursuant to a declaration plan of reorganization (the “Plan”) and agreement of trust related disclosure statement (the “Disclosure Statement”) in connection with a chapter 11 bankruptcy case, in accordance with the terms and conditions set forth in the Amended and Restated Backstop Commitment Agreement, dated as of _______________[•], 1997, between the California Infrastructure and Economic Development Bank 2017 (the "Infrastructure Bank") and Bankers Trust (Delaware“Backstop Commitment Agreement”), as Delaware trustee (the "Delaware Trustee"), by and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee Debtors and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuerother parties thereto. Capitalized terms used and but not otherwise defined herein shall have the meanings given to them set forth for such terms in the IndenturePlan or the Backstop Commitment Agreement. On [•], 2017, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered an order (the “Rights Offering Approval”) that approved, among other things, the form and manner of the rights offering. In connection with the Plan, and in accordance with these procedures (the “Rights Offering Procedures”), the Debtor shall be required to implement the rights offering on behalf of New Permian Corp. (as defined in the Plan), and will, for aggregate proceeds of $775,000,000, (x) distribute to each of the Commitment Parties (as defined in the Backstop Commitment Agreement) Minimum Allocation Rights (as defined in the Backstop Commitment Agreement) enabling those parties to acquire an aggregate of 40% of the common stock of New Permian Corp. for aggregate proceeds of $310,000,000; and (y) distribute subscription rights to holders of Allowed Unsecured Notes Claims (as defined in the Plan) who are Eligible Offerees (defined below) enabling those parties to purchase an aggregate of 60% of the common stock of New Permian Corp. for aggregate proceeds of $465,000,000 (the “Rights Offering”). An “Eligible Offeree” is a holder of an Allowed Unsecured Notes Claim, that is, as of the Rights Offering Record Date (as defined below), either (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (as defined below) (an “AI”) or an entity in which all of the equity investors are AIs, or (b) a non-U.S. Person, as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors"]-1 ) propose[s] to sell the notes (the "Trust"“Notes”) proposes to sell to described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”) through the representative or representatives (in either case, the “Representatives”) of the underwriters named in Schedule II hereto signing this Agreement (the "“Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Notes will be deemed to refer to such firm or firms. The issued by Ford Credit Floorplan Master Owner Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware)Depositor[s], as a Delaware trustee (the "“Delaware Trustee"), ”) and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate owner trustee (the "Certificate Owner Trustee"”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Trust will consist solely Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the [_Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] Funding LLC NotesThe Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, Series __a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20___ (the "Notes"“Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , issued by [_20___([together,] Funding LLC (the "Note Issuer"“Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the proceeds thereofIssuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20___ among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture indenture, dated as of , 20__________, 1997 _ (as amended and supplemented from time to time, including any Series Supplement, the "“Base Indenture"”), between the Note Issuer and Bankers Trust Company[Indenture Trustee], as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased as supplemented by the Certificate Series ___ supplement to the Base Indenture, to be dated as of , 20___ (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the TrustIssuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to a note purchase an administration agreement dated as of ______, 1997 (the "Note Purchase 20___(the “Administration Agreement"”), between among Ford Credit, as administrator (in such capacity, the Note Issuer “Administrator”), the Indenture Trustee and the Certificate TrusteeIssuer. Each Class of Certificates will correspond to a Class of Notes The Sale and will represent undivided interests in such underlying Class of Notes Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the proceeds thereof. The Notes will be secured primarily by Administration Agreement are referred to herein, collectively, as the Transition Property described in “Basic Documents.” This Underwriting Agreement, the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]indemnification agreement dated , a California corporation (the "Company"20___(the “Indemnification Agreement”), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, among Ford Credit and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, Representatives and the Note IssuerBasic Documents are collectively called the “Transaction Documents”. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the IndentureTransaction Documents. The [Depositor has]/[Depositors have] prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 NYMT Securities Corporation, a Delaware corporation (the "Trust"“Depositor”) proposes to sell form one or more real estate mortgage investment conduits (each, a “Trust”), which will issue, from time to time, securities entitled New York Mortgage Trust, Series 2005-[ ], Mortgage-Backed Notes (the “Notes”) in one or more series (each, a “Series”). Each Note will generally be payable out of the cash flows attributable to the underwriters named in Schedule II hereto property of each Trust, which will consist of one or more pools of mortgage loans (the "Underwriters"“Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________[ ], 19972005 set forth in the applicable Terms Agreement (as hereinafter defined), between the California Infrastructure Depositor, as purchaser, and Economic Development Bank New York Mortgage Funding, LLC, as seller (the "Infrastructure Bank") and Bankers Trust (Delaware“Seller”), as Delaware trustee (the "Delaware Trustee"), and the Certificates . The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an amended and restated declaration and agreement of trust Indenture to be dated as of _____set forth in the applicable Terms Agreement (the “Indenture” and, 1997 (as amended and supplemented from time to timetogether with this Agreement, the "related Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement", the “Agreements”), among the Infrastructure BankTrust, the Delaware Depositor, the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and Bankers the Trust CompanyAdministrator, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuerapplicable. Capitalized terms used herein and not otherwise defined herein defined, shall have the meanings given to them meaning set forth in the Indenturerelated Terms Agreement. The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “Subclass”, respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner of the Trust. Each offering of Notes will be made through [ ], (the “Representative”), for itself and for the other underwriters, if any, listed in the related Terms Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Notes, it will enter into an agreement (the “Terms Agreement”) providing for the sale of such Notes to, and the purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as having authorized the Representative to enter into such Terms Agreement on their behalf (in each case, collectively, the “Underwriters”). Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Agreements, the Classes or Subclasses of Notes subject to this Agreement, the price at which such Notes are to be purchased by the Representative and each of the Underwriters from the Depositor, the aggregate amount of Notes to be purchased by the Representative and each Underwriter and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Representative and the Depositor. Each offering of Notes will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to a Terms Agreement, Delivery Date, the related Agreements and Underwriters shall refer to the Terms Agreement, Delivery Date, the related Agreements and Underwriter or Underwriters, as the case may be, relating to the related Series of Notes.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A-1 Notes and the Class A-2 Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”), for whom you the Class C Notes (the "Representatives"“Class C Notes”) are and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes, the Class B Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as representativesthe securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-4 Control Agreement”). The Trust Agreement, the principal amount Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the certificates identified in Schedule I hereto Commission under the Securities Act (the "Certificates"“Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). If The prospectus relating to the firm Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each Prospectus will be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated include any exhibits thereto and any documents incorporated by reference therein, as of _______________the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, 1997as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, between the California Infrastructure and Economic Development Bank “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the "Infrastructure Bank") and Bankers Trust (Delaware“Time of Sale”), as Delaware trustee (the "Delaware Trustee"), Depositors have prepared the Preliminary Prospectus and the Certificates will be issued pursuant to an amended and restated declaration and agreement information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of trust dated as of _____, 1997 Sale Information” (as amended and supplemented from time to timecollectively, the "Trust Agreement"“Time of Sale Information”). If, among subsequent to the Infrastructure Bankinitial Time of Sale, the Delaware Trustee Depositors and Bankers Trust Companythe Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, as certificate trustee (in the "Certificate Trustee"). The assets light of the Trust will consist solely of the [_] Funding LLC Notescircumstances under which they were made, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), not misleading and the proceeds thereof. The Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to an indenture dated as the time of __________, 1997 entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (as amended and supplemented from time prior to timethe Closing Date) into the first new Contract of Sale, including any Series Supplement, information that corrects the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee material misstatements or omissions (the "Note Trustee")“Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Certificate Trustee, on behalf of the Trust, pursuant investor will refer to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold information available to the Note Issuer by [Name purchaser at the time of Utility], a California corporation (entry into the "Company"), pursuant to a sale agreement dated as initial Contract of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureSale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-B, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers U.S. Bank Trust (Delaware)National Association, as Delaware owner trustee (the "Delaware “Owner Trustee"”), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyNew York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator for the meanings given Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration second amended and restated trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers U.S. Bank Trust (Delaware)National Association, as Delaware owner trustee (the "Delaware “Owner Trustee"”), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyNew York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 UPFC Auto Receivables Corp. (the "Trust"“Seller”) proposes to sell to the underwriters named in Schedule II hereto cause UPFC Auto Receivables Trust 2006-A (the "Underwriters"), for whom you (the "Representatives"“Trust”) are acting as representatives, the to issue and sell $52,000,000 principal amount of the certificates identified in Schedule I hereto its Class A-1 Notes (the "Certificates"“Class A-1 Notes”). If , $94,000,000 principal amount of Class A-2 Notes (the firm or firms listed in Schedule II hereto include only “Class A-2 Notes”) and $96,000,000 principal amount of its Class A-3 Notes (the firm or firms listed in Schedule I hereto“Class A-3 Notes,” and together with the Class A-1 Notes and the Class A-2 Notes, then the terms "Underwriters" and "Representatives"“Notes”) to Deutsche Bank Securities Inc., as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank underwriter (the "Infrastructure Bank") and Bankers Trust (Delaware“Underwriter”), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture Indenture, to be dated as of __________June 1, 1997 2006 (as amended and supplemented from time to time, including any Series Supplement, the "“Indenture"”), between the Note Issuer Trust and Bankers Deutsche Bank Trust CompanyCompany Americas, as Note Trustee indenture trustee (in such capacity, the “Indenture Trustee”) and trust collateral agent. The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts originated by third-party dealers and then acquired by United Auto Credit Corporation (“UACC”) and sold to the Trust on the Closing Date (the "Note Trustee"“Receivables”) secured by new and used automobiles, light-duty trucks, sports utility vehicles and vans financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on May 31, 2006 (the “Cutoff Date”), and purchased by the Certificate Trusteeother property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of June 1, 2006 (the “Sale and Servicing Agreement”) among the Trust, the Seller, UACC, as Servicer, Deutsche Bank Trust Company Americas and Centerone Financial Services LLC, (the “Designated Backup Subservicer”). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and UACC will service the Receivables on behalf of the Trust, . The Seller formed the Trust pursuant to a note purchase agreement trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated as of ______June 15, 1997 2006 among the Seller and Xxxxx Fargo Delaware Trust Company, as owner trustee (the "Note Purchase Agreement"“Owner Trustee”). The owner trust certificate (the “Certificate”), representing a fractional undivided interest in the Trust, will be issued to the Seller pursuant to the Trust Agreement. The Seller will acquire the Receivables from UACC pursuant to the terms of the Sale Agreement (the “Sale Agreement”) dated as of June 1, 2006 between the Note Issuer Seller and UACC. UACC has acquired the Receivables from third-party dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and UACC (collectively, the “Dealer Retail Agreements”). MBIA Insurance Corporation (the “Insurer”) has agreed to indemnify UACC and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes Underwriter and will represent undivided interests in such underlying Class of Notes UACC and the proceeds thereofUnderwriter have each agreed to indemnify the Insurer pursuant to an Indemnification Agreement, dated as of June 15, 2006 (the “Indemnification Agreement”). The Notes will be secured primarily covered by a Note Guaranty Insurance Policy (the “Policy”) issued by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company")Insurer, pursuant to a sale agreement an Insurance Agreement, dated as of _______________June 15, 1997 2006 (the "Sale “Insurance Agreement")”) among the Insurer, between the CompanyTrust, as sellerUACC, the Seller, the Indenture Trustee, the Trust Collateral Agent and the Note IssuerBackup Servicer. Other Transition Property may be sold The Trust will pledge to the Note Issuer by Collateral Agent a lien and security interest in all of its right, title and interest in the Company Spread Account pursuant to an agreement substantially similar the terms of the Spread Account Agreement, dated as of June 15, 2006, among the Trust, the Insurer and the Indenture Trustee, the Trust Collateral Agent and the Collateral Agent. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined in Section 2(i) below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Spread Account Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement, the Policy and the Sale Agreement. The Transition Property will be serviced pursuant At or prior to the time when sales to purchasers of the Notes were first made to investors by the Underwriter, which was approximately 11:15 a.m. on June 15, 2006 (the “Time of Sale”), the Seller had prepared the Preliminary Prospectus Supplement dated June 5, 2006 to the Prospectus dated June 5, 2006 (along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a servicing agreement dated as of _______________, 1997 part thereof under the Rules and Regulations (as amended and supplemented from time to time, the "Servicing Agreement"defined in Section 2(ii) below), between together the Company“Preliminary Prospectus”). If, as servicersubsequent to the Time of Sale and prior to the Closing Date, such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and the Note Issuer. Capitalized terms used Underwriter terminates its old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and not otherwise defined herein shall have the meanings given to them enters into new Contracts of Sale with investors in the IndentureNotes, then the “Preliminary Prospectus” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Underwriter that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes and the Class A-4 Notes (the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank Special Purpose Trust [_]-1 of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) between the Infrastructure Bank, the Delaware Trustee Depositor and Bankers Trust Company, as certificate an owner trustee (the "Certificate Owner Trustee"). The assets Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class A-1 Notes, Series _____ (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"), issued by [_] Funding LLC . The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note IssuerPurchase Agreement"), and . Each of the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap, cap or floor agreements (each, an "Interest Rate Hedge") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Xxxxxx (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and purchased by the Certificate Trustee, on behalf rules and regulations of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 Commission under the Act (the "Note Purchase AgreementRules and Regulations"), between a registration statement on Form S-3 (having the Note Issuer registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the Certificate Trustee. Each Class date of Certificates will correspond this Agreement relating to a Class of Notes and will represent undivided interests in such underlying Class of the Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Terms Annex (the "CompanyPreliminary Prospectus")) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, pursuant to a sale agreement dated as of _______________the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, 1997 as the case may be. The Depositor has included certain static pool information (the "Sale AgreementStatic Pool Information"), between ) relating to prior securitized pools in Annex A to the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into 'contracts of sale' (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing AgreementTime of Sale"), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any "free-writing prospectus," as defined herein shall have pursuant to Rule 405 under the meanings given to them Act (a "Free Writing Prospectus")) listed in the IndentureTerms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), for whom you dated as of April 1, 2015, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, 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 will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the "Representatives"“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. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) are identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the Class A-1 Notes and the Class B, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2015-A Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. The Class B and Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of April 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of April 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of April 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as representativesthe securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the principal amount Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the certificates identified in Schedule I hereto Commission under the Securities Act (the "Certificates"“Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). If The prospectus relating to the firm Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each Prospectus will be deemed to refer to such firm and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or firmsthe date of the Preliminary Prospectus or Prospectus, as the case may be. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank Depositor has included certain static pool information (the "Infrastructure Bank"“Static Pool Information”) and Bankers Trust (Delaware), as Delaware trustee (relating to prior securitized pools in Annex C to the "Delaware Trustee"), Preliminary Prospectus Supplement and the Certificates Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Trust Agreement"“Time of Sale”), among the Infrastructure BankDepositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Time of Sale Information”). The assets If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust will consist solely of the [_] Funding LLC Notescircumstances under which they were made, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), not misleading and the proceeds thereof. The Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to an indenture dated as the time of __________, 1997 entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (as amended and supplemented from time prior to timethe Closing Date) into the first new Contract of Sale, including any Series Supplementinformation that corrects those material misstatements or omissions (such new information, the "Indenture")“Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, between for the Note Issuer purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and Bankers Trust Companyenter into a new Contract of Sale, as Note Trustee (“Time of Sale” will refer to the "Note Trustee"), time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Certificate Trustee, on behalf of the Trust, pursuant investor will refer to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold information available to the Note Issuer by [Name purchaser at the time of Utility], a California corporation (entry into the "Company"), pursuant to a sale agreement dated as initial Contract of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureSale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]Asset Securitization Corporation, a California Delaware corporation (the "Company"), proposes to issue and sell $133,312,786 principal amount of Commercial Mortgage Pass-Through Certificates of the classes stated above (collectively, the "Certificates") to Nomura Securities International, Inc. (the "Underwriter"), subject to the terms and conditions set forth herein. The Certificates have been issued pursuant to a sale pooling and servicing agreement dated as of _______________, 1997 (the "Pooling and Servicing Agreement") among the Company, as depositor, AMRESCO Management, Inc., as servicer (the "Servicer"), and special servicer (the "Special Servicer"), LaSalle National Bank, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). The Certificates evidence beneficial ownership interests in the Trust Fund (as defined in the Pooling and Servicing Agreement) consisting of a pool (the "Mortgage Pool") of 121 mortgage loans (the "Mortgage Loans"), all as described in the Prospectus (as defined below). The Mortgage Loans have been acquired by the Company from Nomura Asset Capital Corporation (the "Mortgage Loan Seller") pursuant to a Mortgage Loan Contribution, Purchase and Sale Agreement (the "Purchase Agreement"), by and between the Company, as seller, Company and the Note IssuerMortgage Loan Seller. Other Transition Property may be sold This is to confirm the arrangements with respect to the Note Issuer purchase of the Certificates by the Company pursuant to an agreement substantially similar to the Sale AgreementUnderwriter. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and Terms not otherwise defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings given ascribed to them in the Indenture.Pooling and Servicing Agreement. Elections will be made to treat designated portions of the Trust Fund, exclusive of the Reserve Accounts, Lock Box Accounts, Cash Collateral Accounts, the Excess Interest and the Default Interest (each as defined in the Prospectus) (such portions of the Trust Fund, the "Trust REMICs"), and the Trust REMICs will qualify, as two separate "real estate mortgage investment conduits" (each, a "REMIC" or, alternatively, the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within the meaning of Code Section 860D. The Reserve Accounts, the Lock Box Accounts and the Cash Collateral Accounts will be treated as beneficially owned by the respective borrowers for federal income tax purposes. The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of the Excess Interest and the Default Interest), proceeds therefrom, the Collection Account, the Distribution Account and any REO Property, and will issue (i) certain uncertificated classes of regular interests (the "Lower-Tier Regular Interests") to the Upper-Tier REMIC and (ii) the Class LR Certificates, which will represent the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests in the Upper-Tier REMIC Distribution Account in which distributions thereon will be deposited, and will issue (i) the classes of regular interests represented by the Regular Certificates and (ii) the Class R Certificates, which will represent the sole class of residual interests in the Upper-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro rata undivided beneficial interests in the portion of the Trust Fund consisting of Default Interest and Excess Interest in respect of the Mortgage Loans, respectively, and such portions will be treated as a grantor trust for federal income tax purposes. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 (Registration No. 333-21315) covering the registration of the Certificates, under the Securities Act of 1933, as amended (the "Act"), including the related preliminary prospectus, or prospectuses, and either (A) has prepared and filed an amendment to such registration statement, including a final prospectus, (B) if the Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "Rules and Regulations"), will prepare and file a prospectus, in accordance with the provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the Rules and Regulations, promptly after execution and delivery of this Agreement. The information, if any, included in such prospectus that was omitted from the prospectus included in such registration statement at the time it became effective but that is deemed, pursuant to paragraph (b) of Rule 430A, to be part of such registration statement at the time it became effective is referred to herein as the "Rule 430A Information". Each prospectus used before the time such registration statement became effective, and any prospectus that omits the Rule 430A Information that is used after such effectiveness and prior to the

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3[a] Notes, [the Class A-3b Notes], the Class A-4[a] Notes, [the Class A-4b Notes,] the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the certificates identified Publicly Registered Notes as contemplated in Schedule I hereto this Agreement, the Trust will issue the Class A-1 Notes (the "Certificates"“Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of __________retail installment sale contracts for new and used cars, 1997 light trucks and utility vehicles (as amended the “Receivables”) and supplemented from time certain other property of the Trust. Ford Credit will sell the Receivables to time, including any Series Supplementthe Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the "Indenture"), between “Servicer”) will service the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). [The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap transactions (each, an “Interest Rate Hedge”) to hedge its interest rate risk.] The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement [and the Interest Rate Xxxxxx] are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the Indenture.Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale

Introduction. California Infrastructure In accordance with the terms and Economic Development ------------- Bank Special Purpose Trust [_]-1 conditions of the Agreement and Plan of Merger (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"“Merger Agreement”), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________April 7, 19972011, between the California Infrastructure by and Economic Development Bank among M/A-COM Technology Solutions Inc., a Delaware corporation (the "Infrastructure Bank") and Bankers Trust (Delaware“MTS”), as Optomai Merger Sub, Inc., a Delaware trustee corporation and a wholly-owned subsidiary of MTS (the "Delaware Trustee"“Merger Sub”), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____Optomai, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]Inc., a California Delaware corporation (the "“Company"”), the stockholders party thereto and Xxxxx Xxxxxxxxx, as stockholders’ agent, the undersigned hereby surrenders to the Company the certificate(s) described in Box B (the “Certificate(s)”) representing the shares of common stock of the Company set forth on such Certificate(s) (the “Company Shares”) in exchange for cash pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Merger Agreement. The Transition Property undersigned acknowledges and agrees that the undersigned will be serviced pursuant only become entitled to a servicing agreement dated as of _______________, 1997 receive the above mentioned consideration for the Certificate(s) surrendered hereby if the Closing (as amended defined in the Merger Agreement) occurs. The surrender made hereby shall be irrevocable unless and supplemented from time to time, until the "Servicing Agreement"), between the Company, as servicer, and the Note IssuerMerger Agreement is terminated in accordance with its terms. Capitalized terms used and but not otherwise defined herein shall have the meanings given to them set forth in the IndentureMerger Agreement. By signing this Letter of Transmittal, the undersigned acknowledges that, subject to the undersigned’s right to receive the amount payable in respect of the Company Shares pursuant to the Merger Agreement, delivery of the consideration to which the undersigned is entitled under the Merger Agreement shall constitute full and complete payment in exchange for the undersigned’s Company Shares. BY DELIVERY OF THIS LETTER OF TRANSMITTAL TO MTS, THE UNDERSIGNED HEREBY FOREVER WAIVES ANY AND ALL APPRAISAL RIGHTS UNDER DELAWARE LAW AND WITHDRAWS ALL WRITTEN OBJECTIONS TO THE MERGER AND/OR DEMANDS FOR APPRAISAL, IF ANY, WITH RESPECT TO THE COMPANY SHARES OWNED BY THE UNDERSIGNED OR OTHERWISE. THE UNDERSIGNED HEREBY FURTHER WAIVES ANY AND ALL RIGHTS TO NOTICE WITH RESPECT TO THE MERGER UNDER THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS AND APPLICABLE LAW. The undersigned understands that he, she or it will not have made an acceptable delivery unless and until MTS receives (a) this Letter of Transmittal, or a facsimile copy hereof, duly completed and signed, (b) the Certificate(s) and (c) the Stockholder Consent (as defined in the Merger Agreement). The undersigned acknowledges and agrees that, regardless of when this Letter of Transmittal is delivered to MTS, the undersigned will not be entitled to any interest on the consideration to which he, she or it is entitled under the Merger Agreement. The undersigned acknowledges and agrees that if the Closing does not occur or the Merger Agreement is terminated, MTS will return the Certificate(s) to the undersigned.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2020-C, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "“Trust Agreement"), among ”) to be entered into by the Infrastructure Bank, the Delaware Trustee Depositor and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate “Owner Trustee"”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyNew York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the Class B Notes (the “Class B Notes” and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), for whom you dated as of March 1, 2014, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, 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 will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the "Representatives"“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. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) are acting identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as representativescontemplated in this Agreement, the principal amount of Trust will issue the certificates identified in Schedule I hereto Class A-1 Notes (the "Certificates"“Class A-1 Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed offered pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank preliminary offering memorandum (the "Infrastructure Bank"“Preliminary Offering Memorandum”) and Bankers Trust (Delaware), as Delaware trustee a final offering memorandum (the "Delaware Trustee")“Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and the Certificates will be issued sold pursuant to an amended and restated declaration and a note purchase agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). The assets Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2014-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of __________March 1, 1997 2014 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as amended and supplemented from time to timeof March 1, including any Series Supplement, 2014 (the "Indenture"“Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note Issuer pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and Bankers Trust CompanyFCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as Note Trustee collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2014 (the "“Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Trustee"Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and purchased by the Certificate Trustee, on behalf rules and regulations of the TrustCommission under the Securities Act (the “Rules and Regulations”), pursuant to a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Trust"“Commission”) proposes to sell and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to is governed by a declaration and trust agreement of trust dated as of _______________, 1997, (the “Trust Agreement”) between the California Infrastructure Depositors and Economic Development U.S. Bank (the "Infrastructure Bank") and Bankers Trust (Delaware)National Association, as Delaware owner trustee (the "Delaware “Owner Trustee"”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Certificates will be issued pursuant to an amended Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class C Notes, the "Trust Agreement"), among “Series 2017-3 Notes” or the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), Class C Notes and the proceeds thereofClass D Notes will initially be retained by the Depositors. The Notes will be issued pursuant to under an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) each between the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a revolving pool of receivables originated in connection with the Certificate Trusteepurchase and financing of new and used car, on behalf truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily Receivables originated in connection with the purchase by the Transition Property described in the related Issuance Advice Letter. Such Transition Property dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Note Issuer by [Name of Utility]Depositors under separate receivables purchase agreements (each, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale “Receivables Purchase Agreement"), ”) between the Company, as sellerFord Credit and each Depositor, and each Depositor has sold or will sell the Note Issuer. Other Transition Property may be sold Receivables to the Note Issuer by the Company pursuant to an agreement substantially similar to the Trust under separate sale and servicing agreements (each, a “Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")”) between each Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit services the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the meanings given “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and Xxxxx Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-3 Notes will be perfected under a separate account control agreement (the “Series 2017-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2017-3 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, 000-000000-00 and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation ("FCF Corp" or a "Depositor"), and Economic Development ------------- Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the Class A Notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank Special Purpose Trust [_]-1 of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA. The Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to identified in the underwriters named in Schedule II hereto Terms Annex and established under a trust agreement (the "Underwriters"), for whom you (the "RepresentativesTrust Agreement") are acting as representatives, among the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" Depositors and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration an owner trustee and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Owner Trustee"), and ) identified in the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofTerms Annex. The Notes will be issued pursuant to an indenture dated as of __________(the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]Ford Motor Credit Company LLC, a California corporation Delaware limited liability company (the "CompanyFord Credit"), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "Sale and Assignment Agreement")) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between the CompanyFord Credit and FCF Corp and FCF LLC, as sellerapplicable, each as further described in the Terms Annex, and in turn transferred by the Note Issuer. Other Transition Property may be sold related Depositor to the Note Issuer Trust or MOTB and serviced for the Trust or MOTB by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 Ford Credit (as amended and supplemented from time to timein such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), between each as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as servicerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the Note Issuer. Capitalized terms used rules and not otherwise defined herein shall have regulations of the meanings given to them Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the IndentureTerms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-A, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an governed by a second amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement")) to be entered into by the Depositor, among the Infrastructure Bank, the Delaware Trustee and Bankers Trust CompanyThe Bank of New York Mellon, as certificate owner trustee (the "Certificate Owner Trustee")) and BNY Mellon Trust of Delaware, as Delaware trustee. The assets Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class D Notes (the "Class D Notes" and, collectively with the Offered Notes, Series _____ (the "Notes"), issued . The Class D Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers U.S. Bank Trust Company, National Association, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by (i) the 2023-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the Certificate Trusteeparties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2023-A Reference Pool") on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to Trust under a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) among the Servicer, between the CompanyTitling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note IssuerSupplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. Capitalized terms used 333-265473), including a form of prospectus and not otherwise all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined herein shall have below), a preliminary prospectus relating to the meanings given to them Offered Notes as described in the IndentureTerms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-C, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) to be entered into by the Infrastructure Bank, the Delaware Trustee Depositor and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate Owner Trustee"). The assets Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, Series _____ (the "Notes"), issued . The Class C Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf "Receivables") and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note Receivables Purchase Agreement"), between the Note Issuer ) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes Depositor, and the proceeds thereof. The Notes Depositor will be secured primarily by sell the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold Receivables to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to Trust under a sale and servicing agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) to be entered into by the Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Bank Special Purpose Trust [_]-1 Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (the " Publicly Registered Notes") described in the Terms Annex (the "Terms Annex ") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement "). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives ") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters "). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) between the Infrastructure Bank, the Delaware Trustee Depositor and Bankers Trust Company, as certificate an owner trustee (the "Certificate Owner Trustee"). The assets Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class A-1 Notes, Series _____ (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"), issued by [_] Funding LLC . The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note IssuerPurchase Agreement"). The Class B Notes, the Class C Notes and the proceeds thereofClass D Notes will be retained by the Depositor. The Each of the Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables ") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and purchased by the Certificate Trustee, on behalf rules and regulations of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 Commission under the Act (the "Note Purchase AgreementRules and Regulations"), between a registration statement on Form S-3 (having the Note Issuer registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the Certificate Trustee. Each Class date of Certificates will correspond this Agreement relating to a Class of Notes and will represent undivided interests in such underlying Class of the Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus ." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Terms Annex (the "CompanyPreliminary Prospectus")) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, pursuant to a sale agreement dated as of _______________the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, 1997 as the case may be. The Depositor has included certain static pool information (the "Sale AgreementStatic Pool Information"), between ) relating to prior securitized pools in Annex 1 to the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into 'contracts of sale' (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing AgreementTime of Sale"), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any "free-writing prospectus," as defined herein shall have pursuant to Rule 405 under the meanings given to them Act (a "Free Writing Prospectus")) listed in the IndentureTerms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes [and the Class A-2b Notes] (the “Class A-2 Notes”), the Class A-3a Notes [and the Class A-3b Notes] (the “Class A-3 Notes”), the Class A-4a Notes [and the Class A-4b Notes ] (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes, (the “Class C Notes”), and the Class D Notes (the “Class D Notes” and, together with the Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes, the Class B Notes, and the Class C Notes (the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _____________, 20__, 1997, between the California Infrastructure and Economic Development Bank among CAB East LLC (the "Infrastructure Bank") and Bankers Trust (Delaware“CAB East”), as a Borrower and CAB West LLC (“CAB West”), as a Borrower, 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 will have the meanings given them 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 CAB East, CAB West and FCALM , LLC (“FCALM” and together with CAB East and CAB West, the “Titling Companies”), as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the "Delaware “Owner Trustee"), ”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated Publicly Registered Notes as of _____, 1997 (as amended and supplemented from time to timecontemplated in this Agreement, the "Trust Agreement")will issue the Class A-1 Notes (the “Class A-1 Notes” and, among together with the Infrastructure BankPublicly Registered Notes, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 20_-_ Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of ________, 20__, 1997 _ (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"“First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note Issuer and Bankers to the Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______the Second Tier Sale Agreement, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of ________, 20_______, 1997 _ (the "“Second Tier Sale Agreement"”), between the CompanyDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as sellercollateral agent (in such capacity, the “Collateral Agent”) and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement Servicing Supplement, dated as of ________, 20________ (the “Servicing Supplement”), 1997 among Ford Credit, CAB East Holdings, CAB West Holdings and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as amended the securities intermediary and supplemented (ii) the Trust, CAB East, CAB West and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Trust"“Commission”) proposes to sell and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to is governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "“Trust Agreement"), among ”) between the Infrastructure Bank, the Delaware Trustee Depositors and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate “Owner Trustee"”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-1 Notes” or the “Notes”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), Class C Notes and the proceeds thereofClass D Notes will initially be retained by the Depositors. The Notes will be issued pursuant to under an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) each between the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a revolving pool of receivables originated in connection with the Certificate Trusteepurchase and financing of new and used car, on behalf truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily Receivables originated in connection with the purchase by the Transition Property described in the related Issuance Advice Letter. Such Transition Property dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Note Issuer by [Name of Utility]Depositors under separate receivables purchase agreements (each, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale “Receivables Purchase Agreement"), ”) between the Company, as sellerFord Credit and each Depositor, and each Depositor has sold or will sell the Note Issuer. Other Transition Property may be sold Receivables to the Note Issuer by the Company pursuant to an agreement substantially similar to the Trust under separate sale and servicing agreements (each, a “Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")”) between each Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit services the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the meanings given “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and Xxxxx Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, 000-000000-00 and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the certificates Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The “Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, Agreement”) between the California Infrastructure Depositor and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware “Owner Trustee")”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Certificates will be issued pursuant to an amended Publicly Registered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class A-1 Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of the Trust Class A-1 Notes will consist solely of the [_] Funding LLC Notes, Series _____ be sold under a note purchase agreement (the "Notes"“Class A-1 Note Purchase Agreement”), issued . The Class D Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "“Indenture"”), between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note “Indenture Trustee")”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and purchased by utility vehicles (the Certificate Trustee“Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of Utility]sale” (within the meaning of Rule 159 under the Securities Act, a California corporation the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the "Company"“Time of Sale”), pursuant the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a sale agreement dated as material fact necessary in order to make the statements therein, in the light of _______________the circumstances under which they were made, 1997 not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the "Sale Agreement")new information, between the Company, as seller, “Corrective Information”) and the Note IssuerTerms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Other Transition Property may be sold Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Note Issuer time of entry into the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by the Company pursuant investor will refer to an agreement substantially similar information available to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as purchaser at the time of _______________, 1997 (as amended and supplemented from time to time, entry into the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indentureinitial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-B, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and Bankers BNY Mellon Trust (of Delaware), as Delaware trustee trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the "Delaware Trustee"), “Class B Notes”) and the Certificates will be issued pursuant to an amended Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Offered Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), Class B Notes and the proceeds thereofClass C Notes will initially be retained by the Depositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyU.S. Bank National Association, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by (i) the 2017-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the Certificate Trusteeparties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-B Reference Pool”) on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to Trust under a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to timethe “Servicing Agreement”) among the Servicer, the "Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement")”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, between as grantor, the CompanyIndenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2017-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note IssuerSupplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. Capitalized terms used 333-208514), including a form of prospectus and not otherwise all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined herein shall have below), a preliminary prospectus relating to the meanings given to them Offered Notes as described in the IndentureTerms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Bank Special Purpose Trust [_]-1 Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to identified in the underwriters named in Schedule II hereto Terms Annex and established under a trust agreement (the "Underwriters"), for whom you (the "RepresentativesTrust Agreement") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure Depositor and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware Owner Trustee"), and the Certificates will be issued pursuant to an amended secured by a pool of retail installment sale contracts for new and restated declaration used cars and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee light trucks (the "Certificate TrusteeReceivables"). The assets ) and certain other property of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofTrust. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and purchased by the Certificate Trustee, on behalf rules and regulations of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 Commission under the Act (the "Note Purchase AgreementRules and Regulations"), between a registration statement on Form S-3 (having the Note Issuer registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the Certificate Trustee. Each Class date of Certificates will correspond this Agreement relating to a Class of Notes and will represent undivided interests in such underlying Class of the Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Terms Annex (the "CompanyPreliminary Prospectus")) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, pursuant to a sale agreement dated as of _______________the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, 1997 as the case may be. The Depositor has posted certain static pool information (the "Sale AgreementStatic Pool Information"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold ) relating to prior securitized pools to the Note Issuer by website listed in the Company pursuant to an agreement substantially similar Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the Sale Agreement. The Transition Property time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing AgreementTime of Sale"), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any "free-writing prospectus," as defined herein shall have pursuant to Rule 405 under the meanings given to them Act (a "Free Writing Prospectus")) listed in the IndentureTerms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-A, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "“Trust Agreement")”) to be entered into by the Depositor, among the Infrastructure Bank, the Delaware Trustee and Bankers Trust CompanyThe Bank of New York Mellon, as certificate owner trustee (the "Certificate “Owner Trustee"). The assets ”) and BNY Mellon Trust of the Trust will consist solely of the [_] Funding LLC NotesDelaware, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofas Delaware trustee. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyU.S. Bank National Association, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by (i) the 2021-A Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the Certificate Trusteeparties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to Trust under a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to timethe “Servicing Agreement”) among the Servicer, the "Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement")”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, between as grantor, the CompanyIndenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2021-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note IssuerSupplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. Capitalized terms used 333-231819), including a form of prospectus and not otherwise all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined herein shall have below), a preliminary prospectus relating to the meanings given to them Offered Notes as described in the IndentureTerms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the "Offered Notes" or the "Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-C, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an governed by a second amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) to be entered into by the Infrastructure Bank, the Delaware Trustee Depositor and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate Owner Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf "Receivables") and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note Receivables Purchase Agreement"), between the Note Issuer ) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes Depositor, and the proceeds thereof. The Notes Depositor will be secured primarily by sell the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold Receivables to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to Trust under a sale and servicing agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) to be entered into by the Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Bank Special Purpose Trust [_]-1 Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class C Notes (the "Class C Notes" or the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes were issued on the Closing Date specified in the Terms Annex by a Delaware statutory trust (the "Trust") proposes to sell to identified in the underwriters named in Schedule II hereto Terms Annex and established under a trust agreement (the "UnderwritersTrust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance of the Publicly Registered Notes, the Trust issued the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class D Notes (collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes were sold pursuant to a note purchase agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class C Notes and the Class D Notes were initially retained by the Depositor. Each of the Notes were issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and are secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit sold the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor sold the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit also acts as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), for whom you and the rules and regulations of the Commission under the Securities Act (the "RepresentativesRules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") are acting as representatives, under the principal amount of Securities Act a supplement relating to the certificates identified in Schedule I hereto Publicly Registered Notes (the "CertificatesSupplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the "Prospectus Supplement"). If The prospectus relating to the firm or firms listed Publicly Registered Notes in Schedule II hereto include only the firm or firms listed form first required to be filed to satisfy the condition set forth in Schedule I hereto, then Rule 172(c) under the terms Securities Act is referred to as the "UnderwritersBase Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "RepresentativesProspectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the ", as used herein, shall each Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such firm Preliminary Prospectus or firmsProspectus, as the case may be. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank Depositor has included certain static pool information (the "Infrastructure BankStatic Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and Bankers Trust the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (Delaware)within the meaning of Rule 159 under the Securities Act, as Delaware trustee (the "Delaware TrusteeContracts of Sale")) with investors in Publicly Registered Notes, and the Certificates which time will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Trust AgreementTime of Sale"), among the Infrastructure BankDepositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate TrusteeTime of Sale Information"). The assets If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust will consist solely circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of the [_] Funding LLC NotesSale and enter into new Contracts of Sale, Series _____ (then the "Notes"), issued by [_] Funding LLC (Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Note Issuer"), and Time of Sale Information" will refer to the proceeds thereof. The Notes will be issued pursuant information available to an indenture dated as purchasers at the time of __________, 1997 entry (as amended and supplemented from time prior to timethe Settlement Date) into the first new Contract of Sale, including any Series Supplementinformation that corrects such material misstatements or omissions (such new information, the "IndentureCorrective Information")) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, between for the Note Issuer purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and Bankers Trust Companyenter into a new Contract of Sale, as Note Trustee ("Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Note Trustee"), and Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the Certificate Trustee, on behalf time of the Trust, pursuant to a note purchase agreement dated as entry into such initial Contract of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureSale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes [and the Class A-2b Notes] (the “Class A-2 Notes”), the Class A-3a Notes [and the Class A-3b Notes] (the “Class A-3 Notes”), the Class A-4a Notes [and the Class A-4b Notes ] (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes, (the “Class C Notes”), and the Class D Notes (the “Class D Notes” and, together with the Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes, the Class B Notes, and the Class C Notes (the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _____________, 20__, 1997, between the California Infrastructure and Economic Development Bank among CAB East LLC (the "Infrastructure Bank") and Bankers Trust (Delaware“CAB East”), as Delaware trustee a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, 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 will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the "Delaware Trustee"“Credit and Security Agreement”), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____December 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement")2006, among the Infrastructure Titling Companies, as Borrowers, U.S. Bank, the Delaware Trustee and Bankers Trust Companyas Administrative Agent, HTD, as certificate trustee (the "Certificate Trustee")Collateral Agent and Ford Credit, as Lender and Servicer. The assets rules of usage specified in Appendix 1 to the Trust Exchange Note Supplement will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofapply to this Agreement. The Publicly Registered Notes will be issued pursuant by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 20__-_ Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of _______, 20___, 1997 _ (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"“First Tier Sale Agreement”), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereofDepositor. The Notes Depositor will be secured primarily by sell the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold Exchange Note to the Note Issuer by [Name of Utility]Trust under the Second Tier Sale Agreement, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______, 20________, 1997 _ (the "“Second Tier Sale Agreement"”), between the CompanyDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as sellercollateral agent (in such capacity, the “Collateral Agent”) and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement Servicing Supplement, dated as of _______, 20_________ (the “Servicing Supplement”), 1997 among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and supplemented the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have under Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the initial Contract of Sale.

Introduction. California Infrastructure [Each of] [Ford Credit Floorplan Corporation, a Delaware corporation ("FCF Corp" or [a/the] "Depositor"),] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or [a/the] "Depositor" [and, together with FCF Corp, the "Depositors"]), propose[s] to sell the Class A Notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and Economic Development ------------- Bank Special Purpose Trust [_]-1 incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to identified in the underwriters named in Schedule II hereto Terms Annex and established under a trust agreement (the "UnderwritersTrust Agreement"), for whom you ) among the Depositor[s] and an owner trustee (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure BankOwner Trustee") and Bankers Trust (Delaware), as a Delaware trustee (the "Delaware Trustee"), and ) identified in the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofTerms Annex. The Notes will be issued pursuant to an indenture dated as of __________(the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust __ ("MOT_ "). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]Ford Motor Credit Company LLC, a California corporation Delaware limited liability company (the "CompanyFord Credit"), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "Sale and Assignment Agreement")) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to [separate]/[a] receivables purchase agreement[s] ([each, a]/[the] "Receivables Purchase Agreement") between the CompanyFord Credit and [FCF Corp] [and FCF LLC, as sellerapplicable, each] as further described in the Terms Annex, and in turn transferred by the Note Issuer. Other Transition Property may be sold [related] Depositor to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of Trust [or MOT__] and serviced for the Trust [or MOT_____________, 1997 ] by Ford Credit (as amended and supplemented from time to timein such capacity, the "Servicer") pursuant to [separate]/[a] transfer and servicing agreement[s] ([each, a]/[the] "Transfer and Servicing Agreement"), between [each] as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as servicerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The [Depositor has]/[Depositors have] prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the Note Issuer. Capitalized terms used rules and not otherwise defined herein shall have regulations of the meanings given to them Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the IndentureTerms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor[s] [had/have] prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively,

Introduction. California Infrastructure The Company has filed with the Securities and Economic Development ------------- Bank Special Purpose Trust [_]-1 Exchange Commission (the "Trust"“SEC”) proposes to sell to the underwriters named in Schedule II hereto a registration statement on Form S-3 (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates")File No. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware333-257399), as Delaware trustee (amended on or prior to the "Delaware Trustee")date hereof, relating to the Notes and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____offering thereof, 1997 (as amended and supplemented from time to time, in accordance with Rule 415 under the "Trust Agreement"Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”). Such registration statement, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Companyincluding all documents incorporated therein by reference, as certificate trustee from time to time amended or supplemented, is referred to herein as the “Registration Statement.” The term “Base Prospectus” shall refer to the prospectus dated , 2021 for the offering of the Notes filed as part of the Registration Statement, together with any amendment or document that supersedes or replaces such prospectus or any supplement thereto, but not including any Pricing Supplement (as defined below), any preliminary pricing supplement or any free writing prospectus (as such term is used in Rule 405 under the "Certificate Trustee"Securities Act). The assets term “Prospectus” shall refer to the Base Prospectus, together with the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Trust will consist solely Notes and the offering thereof and that is used prior to filing of the [_] Funding LLC NotesProspectus is called, Series _____ (together with the "Notes")Base Prospectus, issued by [_] Funding LLC (the "Note Issuer")a “Preliminary Pricing Supplement.” The Registration Statement has become effective, and the proceeds thereofIndentures have been qualified under the Trust Indenture Act of 1939, as amended (together with the rules and regulations thereunder, the “Trust Indenture Act”). The Notes will be issued All references in this Agreement to the Registration Statement, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the SEC pursuant to an indenture dated as of __________its Electronic Data Gathering, 1997 Analysis and Retrieval System (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"“XXXXX”), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indenture.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), for whom you to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and assignment agreement (the "Representatives"“Sale and Assignment Agreement”) are between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as representativesthe securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-5 Control Agreement”). The Trust Agreement, the principal amount Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the certificates identified in Schedule I hereto Commission under the Securities Act (the "Certificates"“Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). If The prospectus relating to the firm Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each Prospectus will be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated include any exhibits thereto and any documents incorporated by reference therein, as of _______________the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, 1997as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, between the California Infrastructure and Economic Development Bank “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the "Infrastructure Bank") and Bankers Trust (Delaware“Time of Sale”), as Delaware trustee (the "Delaware Trustee"), Depositors have prepared the Preliminary Prospectus and the Certificates will be issued pursuant to an amended and restated declaration and agreement information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of trust dated as of _____, 1997 Sale Information” (as amended and supplemented from time to timecollectively, the "Trust Agreement"“Time of Sale Information”). If, among subsequent to the Infrastructure Bankinitial Time of Sale, the Delaware Trustee Depositors and Bankers Trust Companythe Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, as certificate trustee (in the "Certificate Trustee"). The assets light of the Trust will consist solely of the [_] Funding LLC Notescircumstances under which they were made, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), not misleading and the proceeds thereof. The Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to an indenture dated as the time of __________, 1997 entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (as amended and supplemented from time prior to timethe Closing Date) into the first new Contract of Sale, including any Series Supplement, information that corrects the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee material misstatements or omissions (the "Note Trustee")“Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Certificate Trustee, on behalf of the Trust, pursuant investor will refer to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold information available to the Note Issuer by [Name purchaser at the time of Utility], a California corporation (entry into the "Company"), pursuant to a sale agreement dated as initial Contract of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureSale.

Introduction. California Infrastructure Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), for whom you to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and assignment agreement (the "Representatives"“Sale and Assignment Agreement”) are between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as representativesthe securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-2 Control Agreement”). The Trust Agreement, the principal amount Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the certificates identified in Schedule I hereto Commission under the Securities Act (the "Certificates"“Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). If The prospectus relating to the firm Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each Prospectus will be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated include any exhibits thereto and any documents incorporated by reference therein, as of _______________the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, 1997as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, between the California Infrastructure and Economic Development Bank “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the "Infrastructure Bank") and Bankers Trust (Delaware“Time of Sale”), as Delaware trustee (the "Delaware Trustee"), Depositors have prepared the Preliminary Prospectus and the Certificates will be issued pursuant to an amended and restated declaration and agreement information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of trust dated as of _____, 1997 Sale Information” (as amended and supplemented from time to timecollectively, the "Trust Agreement"“Time of Sale Information”). If, among subsequent to the Infrastructure Bankinitial Time of Sale, the Delaware Trustee Depositors and Bankers Trust Companythe Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, as certificate trustee (in the "Certificate Trustee"). The assets light of the Trust will consist solely of the [_] Funding LLC Notescircumstances under which they were made, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), not misleading and the proceeds thereof. The Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to an indenture dated as the time of __________, 1997 entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (as amended and supplemented from time prior to timethe Closing Date) into the first new Contract of Sale, including any Series Supplement, information that corrects the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee material misstatements or omissions (the "Note Trustee")“Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Certificate Trustee, on behalf of the Trust, pursuant investor will refer to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold information available to the Note Issuer by [Name purchaser at the time of Utility], a California corporation (entry into the "Company"), pursuant to a sale agreement dated as initial Contract of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureSale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4 and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-B, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers U.S. Bank Trust (Delaware)National Association, as Delaware owner trustee (the "Delaware “Owner Trustee"”), . Simultaneously with the issuance and sale of the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated Offered Notes as of _____, 1997 (as amended and supplemented from time to timecontemplated in this Agreement, the "Trust Agreement")will issue the Class C Notes (the “Class C Notes” and, among collectively with the Infrastructure BankOffered Notes, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of Class C Notes will initially be retained by the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyNew York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator for the meanings given Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the certificates identified Publicly Registered Notes as contemplated in Schedule I hereto this Agreement, the Trust will issue the Class A-1 Notes (the "Certificates"“Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of __________retail installment sale contracts for new and used cars, 1997 light trucks and utility vehicles (as amended the “Receivables”) and supplemented from time certain other property of the Trust. Ford Credit will sell the Receivables to time, including any Series Supplementthe Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the "Indenture"), between “Servicer”) will service the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, pursuant the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a note purchase agreement dated registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the Indenture.Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new

Introduction. California Infrastructure Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Economic Development ------------- Bank Special Purpose Trust [_]-1 Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (such Agreement, the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Notes will be issued by a Delaware statutory trust (the "Trust") proposes to sell to identified in the underwriters named in Schedule II hereto Terms Annex and established under a trust agreement (the "Underwriters"), for whom you (the "RepresentativesTrust Agreement") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure Depositor and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware Owner Trustee"), and the Certificates will be issued pursuant to an amended secured by a pool of motor vehicle retail installment sale contracts for new and restated declaration used automobiles and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee trucks (the "Certificate TrusteeReceivables"). The assets ) and certain other property of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofTrust. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), ) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and purchased by the Certificate TrusteeDepositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust, Trust pursuant to a note purchase the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement dated as of ______, 1997 (the "Note Purchase Administration Agreement") by and among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, between the Note Issuer Trust may enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Certificate TrusteeRepresentatives have entered into an indemnification agreement (the "Indemnification Agreement"). Each Class of Certificates will correspond to a Class of Notes The Trust Agreement, the Purchase Agreement, the Sale and will represent undivided interests in such underlying Class of Notes Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the proceeds thereofInterest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes that are required to be registered with the Commission (the "Publicly Registered Notes") and the offering of notes from time to time in accordance with Rule 415 under the Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act ("Exempt Notes", and the Exempt Notes together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation Terms Annex (the "CompanyPreliminary Prospectus"), pursuant preliminary offering memorandum relating to a sale agreement dated as of _______________, 1997 the Exempt Notes (the "Sale AgreementPreliminary Offering Memorandum"), between the CompanyProspectus or the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as sellerof the effective date of the Registration Statement or the date of such Preliminary Prospectus, and Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the Note Issuercase may be. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant Representatives first sold the Notes to an agreement substantially similar to the Sale Agreement. The Transition Property investors, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing AgreementTime of Sale"), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any "free-writing prospectus," as defined herein shall have pursuant to Rule 405 under the meanings given to them Act (a "Free Writing Prospectus")) listed in the IndentureTerms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the date of this Agreement, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors of the Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B] [and Class C] Notes (together, the “Offered Notes”[or the “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20 - , a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "“Trust Agreement")”) to be entered into by the Depositor, among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate owner trustee (the "Certificate “Owner Trustee"”) and , as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”) and the] Class C Notes (the “Class C Notes” and, collectively with the Offered Notes [and the Class B Notes], the “Notes”). The assets of [Class B and] Class C Notes will initially be retained by the Trust will consist solely of the [_Depositor.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by (i) the 20 - Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the Certificate Trusteeparties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “20 - Reference Pool”) on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to Trust under a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to timethe “Servicing Agreement”) among the Servicer, the "Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement")”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, between as grantor, the CompanyIndenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 20 - Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note IssuerSupplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. Capitalized terms used 333- ), including a form of prospectus and not otherwise all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined herein shall have below), a preliminary prospectus relating to the meanings given to them Offered Notes as described in the IndentureTerms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 FuelCell Energy, Inc., a Delaware corporation (the "Trust") “Company”), proposes to issue and sell to the underwriters named several Underwriters set forth in Schedule II hereto (the "Underwriters"C hereto), for whom you pursuant to the terms and conditions of this Underwriting Agreement (the "Representatives") are acting as representativesthis “Agreement”), the an aggregate of $38,000,000 principal amount of the certificates identified in Schedule I hereto Company’s 8.0% Convertible Senior Unsecured Notes (the "Certificates"“Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture Indenture dated as of __________the Closing Date (the “Indenture”) between the Company and U.S. Bank National Association, 1997 as trustee (the “Trustee”), as amended and supplemented from time by the supplemental indenture to timebe dated the Closing Date, including any Series Supplementin the form of Exhibit A attached hereto. Securities issued via Deposit/Withdrawal At Custodian will be issued to Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations (the "Indenture"“DTC Agreement”), between the Note Issuer Company and Bankers Trust DTC. The Notes (as hereinafter defined) are convertible into shares (the “Underlying Common Stock”) of the common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as Note Trustee (in accordance with the "Note Trustee"), and purchased by the Certificate Trustee, on behalf terms of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereofIndenture, at the initial conversion rate specified in the final term sheet, under the circumstances and subject to adjustment as set forth in the Indenture. The Notes will be secured primarily by and the Transition Property described in Underlying Common Stock are collectively referred to herein as the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]“Securities.” The Company hereby confirms that Lazard Capital Markets LLC (“LCM”) and Xxxxxx, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Xxxxxxxx & Company, as sellerIncorporated (“SNC”, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to timetogether with LCM, the "Servicing Agreement"), between “Underwriters”) acted as the Company, Underwriters in accordance with the terms and conditions hereof. LCM is acting as servicer, the representative of the Underwriters and in such capacity is hereinafter referred to as the Note Issuer. Capitalized terms used “Representative.” The offering and not otherwise defined herein shall have sale of the meanings given Notes is hereinafter referred to them in as the Indenture“Offering.”

Introduction. California Infrastructure and Economic Development ------------- Bank Massachusetts RRB Special Purpose Trust [_]-1 2005-1, a Delaware statutory trust to be formed (the "“Trust") proposes to ”), will sell to the underwriters named in Schedule II hereto (the "“Underwriters"”), for whom you (the "“Representatives"”) are acting as representatives, the principal amount of the certificates Massachusetts RRB Special Purpose Trust 2005-1 Rate Reduction Certificates identified in Schedule I hereto (the "“Certificates"”). If the firm or firms listed in Schedule II I hereto include only the firm or firms listed in Schedule I II hereto, then the terms "“Underwriters" ” and "“Representatives", ,” as used herein, shall each be deemed to refer to such firm or firms. The Trust was will be formed pursuant to a declaration and agreement Declaration of trust Trust to be dated prior to the Closing Date (as of _______________, 1997, between the California Infrastructure and Economic Development Bank hereinafter defined) (the "Infrastructure Bank") and Bankers Trust “Declaration of Trust”), by The Bank of New York (Delaware), as Delaware trustee Trustee (the "“Delaware Trustee"”), and the Massachusetts Development Finance Agency, which does business as MassDevelopment and the Massachusetts Health and Educational Facilities Authority (each an “Agency,” and, collectively, the “Agencies”), acting jointly as settlors thereunder pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the “Statute”). The Certificates will be issued pursuant to an amended and restated declaration and agreement of trust a Certificate Indenture dated as of _____[?], 1997 2005 (as amended and supplemented from time to time, the "Trust Agreement"“Certificate Indenture”), among between the Infrastructure BankTrust, the Delaware Trustee and Bankers Trust CompanyThe Bank of New York, as certificate trustee Certificate Trustee (the "“Certificate Trustee"”). The assets of the Trust will consist solely of (i) the [_] BEC Funding II, LLC Notes, Series _____ Notes (the "“BEC Notes"”), issued by [_] BEC Funding LLC II, LLC, a Delaware limited liability company (the "“BEC Note Issuer"”), and the proceeds thereofpayments received with respect thereto and (ii) the CEC Funding, LLC Notes (the “CEC Notes” and together with the BEC Notes, the “Notes”), issued by CEC Funding, LLC, a Delaware limited liability company (the “CEC Note Issuer,” and together with the BEC Note Issuer, the “Note Issuers”), and the payments received with respect thereto. The BEC Notes will be issued pursuant to an indenture a Note Indenture dated as of __________[·], 1997 2005 (as amended and supplemented from time to time, including any Series Supplement, the "“BEC Note Indenture"”), between the BEC Note Issuer and Bankers Trust CompanyThe Bank of New York, as Note Trustee (the "“Note Trustee"”), and purchased by the Certificate Trustee, on behalf of the Trust, Trust pursuant to a note purchase agreement Note Purchase Agreement, dated as of ______[·], 1997 2005 (the "“BEC Note Purchase Agreement"”), between the BEC Note Issuer and the Certificate Trust. The CEC Notes will be issued pursuant to a Note Indenture, dated as of [·], 2005 (the “CEC Note Indenture,” and together with the BEC Note Indenture, the “Note Indentures”), between the CEC Note Issuer and the Note Trustee, and purchased by the Trust pursuant to a Note Purchase Agreement, dated as of [·], 2005 (the “CEC Note Purchase Agreement,” and together with the BEC Note Purchase Agreement, the “Note Purchase Agreements”), between the CEC Note Issuer and the Trust. Each Class of Certificates will correspond to a Class of BEC Notes and to a Class of CEC Notes and will represent fractional undivided beneficial interests in such underlying Class Classes of Notes and the proceeds thereof. The Notes will be secured primarily by by, and will be payable from, the Transition Property of each Note Issuer described in the related Issuance Advice Letter. Such Boston Edison Company, a Massachusetts corporation (“Boston Edison”), will sell its Transition Property will be sold to the BEC Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement Transition Property Purchase and Sale Agreement dated as of _______________[·], 1997 2005 (the "“BEC Sale Agreement"”), between the CompanyBoston Edison, as seller, and the BEC Note Issuer. Other Commonwealth Electric Company, a Massachusetts corporation (“Commonwealth Electric,” and with Boston Edison, the “Companies”), will sell its Transition Property may be sold to the CEC Note Issuer by the Company pursuant to an agreement substantially similar to a Transition Property Purchase and Sale Agreement dated as of [·], 2005 (the “CEC Sale Agreement,” and together with the BEC Sale Agreement, the “Sale Agreements”), between Commonwealth Electric, as seller, and the CEC Note Issuer. The Transition Property sold pursuant to the BEC Sale Agreement will be serviced pursuant to a servicing agreement Transition Property Servicing Agreement dated as of _______________[·], 1997 2005 (as amended and supplemented from time to time, the "“BEC Servicing Agreement"”), between the CompanyBoston Edison, as servicer, and the BEC Note Issuer, and the Transition Property sold pursuant to the CEC Sale Agreement will be serviced pursuant to a Transition Property Servicing Agreement dated as of [·], 2005 (as amended and supplemented from time to time, the “CEC Servicing Agreement,” and together with the BEC Servicing Agreement, the “Servicing Agreements”), between Commonwealth Electric, as servicer, and the CEC Note Issuer. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Note Indenture.

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "TrustNotes") proposes to sell to described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters named in Schedule II hereto signing this Agreement (the "Underwriters"). The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, for whom you a Delaware statutory trust (the "RepresentativesIssuer" or the "Trust") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto established under a trust agreement (the "CertificatesTrust Agreement"). If ) between the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I heretoDepositors, then the terms "Underwriters" and "Representatives"The Bank of New York, as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank owner trustee (the "Infrastructure BankOwner Trustee") ), and Bankers Trust The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated declaration sale and assignment agreement of trust between Ford and Ford Credit dated as of _____June 1, 1997 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Ford Credit and FCF LLC, each as amended further described in the Terms Annex, and supplemented from time in turn transferred by each Depositor to timethe Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Trust AgreementServicer")) pursuant to a transfer and servicing agreement, among each as further described in the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee")Terms Annex. The assets Notes will be issued in an aggregate principal amount of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof$1,500,000,000. The Notes will be issued pursuant to an indenture indenture, dated as of __________August 1, 1997 2001 (as amended and supplemented from time to time, including any Series Supplement, the "Base Indenture"), between the Note Issuer and Bankers Trust CompanyJPMorgan Chase Bank, N.A., as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased as supplemented by the Certificate TrusteeSeries 2006-3 supplement to the Base Indenture, on behalf of the Trust, pursuant to a note purchase agreement be dated as of ______June 1, 1997 2006 (the "Note Purchase AgreementIndenture Supplement"), between the Note Issuer and the Certificate Indenture Trustee. Each The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of Certificates will correspond the holders of the Class A Notes. Ford Credit has agreed to a Class provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily issued by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale an amended and restated administration agreement dated as of _______________December 19, 1997 2002 (the "Sale Administration Agreement"), between the Companyamong Ford Credit, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 administrator (as amended and supplemented from time to timein such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), between the Company, as servicer, among Ford Credit and the Note IssuerRepresentatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Indenture.Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class X-0, Xxxxx X-0, [Class B] and [Class C] Notes (together, the “Offered Notes” [or the “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration will be governed by [an][a second] [amended and restated] trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers Trust (Delaware), as Delaware owner trustee (the "Delaware “Owner Trustee"”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Certificates will be issued pursuant to an amended Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Class B Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of Class B and Class C Notes will initially be retained by the Trust will consist solely of the [_Depositor.] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended the “Indenture”) to be entered into by the Trust and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility]GS Mortgage Securities Corp., a California Delaware corporation (the "Company"), from time to time proposes to issue and sell Mortgage-Backed Certificates ("Certificates") in various series (each a "Series") and, through Trusts named in the applicable Terms Agreement (as herein defined) to issue and sell Mortgaged-Backed Notes ("Notes" and collectively with the Certificates, the "Securities"), and, within each Series, in various classes, in one or more offerings on terms determined at the time of sale. The Certificates of each series will be issued pursuant to a sale pooling and servicing agreement dated as of _______________(each, 1997 (the a "Sale Pooling and Servicing Agreement"), between ) among the Company, as sellerdepositor, one or more master servicers which may include the Company and a third-party trustee (the "Trustee"), and the Note Issuer. Other Transition Property may Notes of each Series will be sold to the Note Issuer by the Company issued pursuant to an agreement substantially similar indenture (each, an "Indenture" to be entered into by the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 Trust Fund (as amended defined in the Pooling and supplemented from time to timeServicing Agreement) and the Indenture Trustee designated therein (each, an "Indenture Trustee"). Upon issuance, the Certificates of each series will evidence undivided interests in the Trust Fund established for such series containing mortgages or, in the event the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("Servicing AgreementREMIC"), between the CompanyTrust Fund may contain interests issued by a lower tier trust which will contain mortgages, all as servicerdescribed in the Prospectus (as defined below) Upon issuance the Notes of each Series will evidence binding debt obligations of the Company secured by a pool of mortgages, and all as described in the Note Issuerrelevant Prospectus Supplement (as defined below). Capitalized terms Terms used and herein but not otherwise defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings given ascribed to them in the Pooling and Servicing Agreement. Terms used herein but not otherwise defined herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture.. Whenever the Company determines to make an offering of a Series of Securities (an "Offering") through you or an underwriting syndicate managed or co-managed by you, it will offer to enter into an agreement ("Terms Agreement") providing for the sale of such Securities to, and the purchase and offering thereof by, you and such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Securities or as a co-manager or as a member of an underwriting syndicate). The Terms Agreement relating to each Offering shall specify the principal amount of Securities to be issued and their terms not otherwise specified in the Pooling and Servicing Agreement or the Indenture, the price at which either the Certificates are to be purchased by each of the Underwriters from the Company or the Notes are to be purchased by each of the Underwriters from the Trust Fund and the initial public offering price or the method by which the price at which the Certificates or the Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto for Certificates and substantially in the form of Exhibit B hereto for Notes, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each Offering governed by this Agreement, as supplemented by the applicable Terms Agreement, shall inure to the benefit of and be binding upon the Company and each of the Underwriters participating in the Offering of such Securities. The Company hereby agrees with the Underwriters as follows:

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) to be entered into by the Infrastructure Bank, the Delaware Trustee Depositor and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate Owner Trustee"). The assets Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will consist solely of issue the [_] Funding LLC Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, Series _____ (the "Notes"), issued . The Class C Notes will initially be retained by [_] Funding LLC (the "Note Issuer"), and the proceeds thereofDepositor. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf "Receivables") and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note Receivables Purchase Agreement"), between the Note Issuer ) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes Depositor, and the proceeds thereof. The Notes Depositor will be secured primarily by sell the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold Receivables to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to Trust under a sale and servicing agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) to be entered into by the Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Verizon Master Trust [_]-1 (the "“Trust"”) proposes to issue $891,010,000 principal amount of its 4.89% Series 2023-2 Class A Notes (the “Class A Notes”), $68,120,000 principal amount of its 5.13% Series 2023-2 Class B Notes (the “Class B Notes”) and $40,870,000 principal amount of its 5.38% Series 2023-2 Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, the “Notes”). The Trust proposes to sell the Class A Notes and the Class C Notes in the amounts as set forth on Schedule I to the several underwriters named in Schedule II hereto (the "Underwriters"each, an “Underwriter”), for whom you (the "Representatives") RBC Capital Markets, LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC are acting as representativesrepresentatives (collectively, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "“Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets of Depositor (as defined below) or an affiliate thereof intends to retain the Trust will consist solely of Class B Notes on the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), Closing Date. The Class A Notes and the proceeds thereofClass C Notes are hereinafter referred to as the “Underwritten Notes”. The Notes will be issued pursuant to an indenture Indenture to be dated as of __________, 1997 the Closing Date (as amended and supplemented from time to time, including any Series Supplement, the "“Indenture"”), between the Note Issuer Trust and Bankers U.S. Bank Trust Company, National Association, as Note Trustee indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent. The assets of the Trust include, among other things, certain device payment plan agreements transferred to the Trust before, and from time to time after, the Closing Date (as defined below) (the "Note Trustee"“Receivables”). The Receivables and related property have been transferred, and from time to time after the Closing Date, will be transferred to the Trust pursuant to a Transfer and Servicing Agreement, dated as of May 25, 2021, as amended by that certain Omnibus Amendment No. 1, dated as of November 4, 2021 (the “Omnibus Amendment”), among the Trust, the Depositor (as defined below), Verizon Wireless (as defined below), the Master Collateral Agent (as defined below), the Additional Transferor (as defined below) and purchased the various originators from time to time party thereto (the “Transfer and Servicing Agreement”) among the Trust, Verizon ABS II LLC (the “Depositor”) and Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Sponsor”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian. The Depositor acquired and will acquire the Receivables and related property pursuant to the terms of (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Certificate TrusteeOmnibus Amendment (the “Originator Receivables Transfer Agreement”) between the Depositor and the various originators from time to time party thereto and (ii) the Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Additional Transferor Receivables Transfer Agreement”) among the Depositor, the Servicer and Verizon DPPA Master Trust (the “Additional Transferor”). In addition, the Servicer services and will service the Receivables pursuant to the Transfer and Servicing Agreement and has agreed to perform certain administrative tasks on behalf of the Trust pursuant to the Administration Agreement, dated as of May 25, 2021 (the “Administration Agreement”) between the Trust and Verizon Wireless, as administrator. Furthermore, Verizon Communications Inc. (“Verizon”) entered into a Parent Support Agreement, acknowledged and agreed to by the Depositor, the Trust and the Master Collateral Agent (as defined below), dated as of May 25, 2021 and has guaranteed the payment obligations of the Originators and Verizon Wireless, in its capacities as Servicer and Marketing Agent. The Trust has contracted for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an amended and restated asset representations review agreement, dated as of August 11, 2022 (the “Asset Representations Review Agreement”) among the Trust, the Servicer and Pentalpha Surveillance LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Collections on and proceeds of the Receivables are designated to different Groups under the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment and the Second Omnibus Amendment (as defined below), among the Trust, Verizon Wireless, as Servicer, U.S. Bank Trust Company, National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”). Collections on and proceeds of the Receivables designated to Group 1 (as such term is defined in the Indenture) will be applied to make payments on the Notes. Any reference to Receivables in this Agreement will refer to the Receivables designated to Group 1. The Trust was formed by the Depositor pursuant to a note purchase trust agreement and is governed by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of ______May 25, 1997 2021 between the Depositor and Wilmington Trust, National Association, as owner trustee (the "Note Purchase Agreement"“Owner Trustee”), between as amended by that certain Omnibus Amendment No. 2, dated as of August 11, 2022 (the Note Issuer “Second Omnibus Amendment”), among the Trust, the Master Collateral Agent, the Owner Trustee, Verizon DPPA True-up Trust, the Depositor and Verizon Wireless. The Class A Certificate and the Class B Certificate Trustee. Each Class of Certificates will correspond (collectively, the “Certificates”), representing the equity interest in the Trust, were issued to a Class of Notes the Depositor pursuant to the Trust Agreement and will represent undivided interests in such underlying Class of Notes are held by the Depositor and the proceeds thereofnominee of the Originators, which nominee is also the sole equityholder of the Additional Transferor. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) are defined in Appendix A to the Master Collateral Agreement or in the Indenture, as applicable, or if not defined therein, then as defined in the Prospectus (as defined below). As used herein, the term “Transaction Documents” refers to the Transfer and Servicing Agreement, the Indenture, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Trust Agreement, the Parent Support Agreement, the Master Collateral Agreement, the Group 1 Supplement to the Master Collateral Agreement, the Marketing Agent Agency Agreement, the Account Control Agreement, the Series 2023-2 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, and the Depository Agreement. At or prior to the time and date when the first Contract of Sale (as defined below) for the Underwritten Notes was entered into by the Underwriters, which was 2:40 p.m. (New York time) on April 18, 2023 (the “Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated April 13, 2023 (subject to completion), filed with the Commission on April 13, 2023 pursuant to and in accordance with Rule 424(h) under the Act (“Rule 424(h)”) (the “Initial Preliminary Prospectus”) and the supplement to the preliminary prospectus, dated April 14, 2023, filed with the Commission on April 14, 2023 pursuant to and in accordance with Rule 424(h) (the “Supplement” and together with the Initial Preliminary Prospectus, the “Preliminary Prospectus”) and (ii) a free writing prospectus, dated April 13, 2023, and filed with the Commission on April 13, 2023 pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and, together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act of 1933, as amended (the “Securities Act”), the “Time of Sale Information”). If, subsequent to the Time of Sale and prior to the Closing Date, such Time of Sale Information includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) (“Contracts of Sale”) and enter into new Contracts of Sale with investors in the Underwritten Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale in an amended preliminary prospectus approved by Verizon Wireless, the Depositor and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold offered pursuant to the Note Issuer by [Name of Utility]prospectus dated April 18, a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 2023 (as amended or supplemented and supplemented from time to timeincluding all documents incorporated by reference in the prospectus, the "Servicing Agreement"), between “Prospectus”) relating to the Company, as servicer, and the Note Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the IndentureNotes.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "TrustDepositor") ), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C Notes (together, the "Offered Notes" or the "Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters named listed in Schedule II hereto (the "Underwriters"), for whom you Terms Annex through the representatives (the "Representatives") are acting as representativessigning this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2023-C, a Delaware statutory trust (the "CertificatesTrust"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to governed by an amended and restated declaration and trust agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among ) to be entered into by the Infrastructure Bank, the Delaware Trustee Depositor and Bankers U.S. Bank Trust CompanyNational Association, as certificate owner trustee (the "Certificate Owner Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to under an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between ) to be entered into by the Note Issuer Trust and Bankers Trust CompanyThe Bank of New York Mellon, as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf "Receivables") and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note Receivables Purchase Agreement"), between the Note Issuer ) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes Depositor, and the proceeds thereof. The Notes Depositor will be secured primarily by sell the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold Receivables to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to Trust under a sale and servicing agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement")) to be entered into by the Depositor, between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Each of Ford Credit Floorplan Corporation, a Delaware corporation (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). If the firm “FCF Corp” or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"“Depositor”), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____Ford Credit Floorplan LLC, 1997 a Delaware limited liability company (as amended and supplemented from time to time“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Trust Agreement"“Depositors”), among propose to sell the Infrastructure BankClass A-1 Notes, the Delaware Trustee Class A-2 Notes and Bankers Trust Companythe Class B Notes (together, as certificate trustee the “Publicly Registered Notes”) described in the Terms Annex (the "Certificate Trustee"“Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Publicly Registered Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended registered with the Securities and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee Exchange Commission (the "Note Trustee"), “Commission”) and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by [Name a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of Utility]the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a California Delaware corporation (the "Company"“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "“Sale and Assignment Agreement"”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), between each as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as sellerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Note Issuer. Other Transition Property may be sold rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Note Issuer by Publicly Registered Notes and the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as offering of _______________, 1997 (as amended and supplemented notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositors have prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Trust") “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Offered Notes, the principal amount of the certificates identified in Schedule I hereto “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-B, a Delaware statutory trust (the "Certificates"“Trust”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to will be governed by a declaration and trust agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank"“Trust Agreement”) to be entered into by the Depositor and Bankers U.S. Bank Trust (Delaware)National Association, as Delaware owner trustee (the "Delaware “Owner Trustee"”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Certificates will be issued pursuant to an amended Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to timethe Offered Notes, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Notes”). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), Class B Notes and the proceeds thereofClass C Notes will initially be retained by the Depositor. The Notes will be issued pursuant to under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust CompanyNew York Mellon, as Note Trustee indenture trustee (the "Note “Indenture Trustee"”), and purchased will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the Certificate Trustee, on behalf “Receivables”) and other property of the Trust, pursuant . Ford Credit will sell the Receivables to the Depositor under a note receivables purchase agreement dated as of ______, 1997 (the "Note “Receivables Purchase Agreement"), between the Note Issuer ”) to be entered into by Ford Credit and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerDepositor, and the Note Issuer. Other Transition Property may be sold Depositor will sell the Receivables to the Note Issuer Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________Depositor, 1997 (as amended and supplemented from time to time, the "Servicing Agreement"), between the CompanyFord Credit, as servicer, and the Note IssuerTrust. Capitalized terms used Ford Credit will service the Receivables on behalf of the Trust under the Sale and not otherwise defined herein shall have Servicing Agreement. Ford Credit will also act as administrator (the meanings given “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Piedmont Natural Gas Company, Inc., a North Carolina corporation (the "Trust"“Issuer”), confirms its agreement with each of you (individually, an “Agent” and collectively, the “Agents”) proposes to sell with respect to the underwriters named in Schedule II hereto (issue and sale from time to time by the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the Issuer of up to $[ ] aggregate principal amount of its Medium-Term Notes, Series [ ], Due Not Less Than Nine Months from Date of Issue registered under the certificates identified registration statements referred to in Schedule I hereto Section 2(a) (any such Medium-Term Notes, being hereinafter referred to as the "Certificates"“Securities”, which expression shall, if the context so admits, include any permanent global Security). If Securities may be sold pursuant to Section 3 of this Agreement or as contemplated by Section 11 of this Agreement in an aggregate amount not to exceed the firm or firms listed amount of Registered Securities (as defined in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer Section 2(a) hereof) registered pursuant to such firm or firmsregistration statements reduced by the aggregate amount of any other Registered Securities sold otherwise than pursuant to Sections 3 and 11 of this Agreement. The Trust was formed pursuant to a declaration and agreement of trust Securities will be issued under the Indenture, dated as of _______________April 1, 19971993, between Piedmont Natural Gas Company, Inc., a New York corporation (the “Predecessor Company”), and Citibank, N.A., as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of February 25, 1994, among the Issuer, the Predecessor Company and the Trustee, and the Second Supplemental Indenture, dated as of June 15, 2003, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), Issuer and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 Trustee (as amended and supplemented from time to timecollectively, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"“Indenture”). The assets of Securities shall have the Trust will consist solely of terms described in the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will Prospectus referred to in Section 2(a) as it may be issued pursuant to an indenture dated as of __________, 1997 (as amended and or supplemented from time to time, including any Series Supplement, supplement to the "Indenture"), between Prospectus that sets forth only the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf terms of a particular issue of the Trust, pursuant to Securities (a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"“Pricing Supplement”), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes Securities will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as sellerissued, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________terms thereof established, 1997 (as amended and supplemented from time to time, time by the "Servicing Agreement"), between Issuer in accordance with the Company, as servicer, Indenture and the Note Issuer. Capitalized terms used and not otherwise Procedures (as defined herein shall have the meanings given to them in the IndentureSection 3(d) hereof).

Introduction. California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Trust"“Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”) and the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "“Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), for whom you dated as of June 1, 2011, among CAB East LLC (“CAB East”), as a Borrower and CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, 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 will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the "Representatives"“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. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) are acting identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as representativescontemplated in this Agreement, the principal amount of Trust will issue the certificates identified in Schedule I hereto Class A-1 Notes (the "Certificates"“Class A-1 Notes”) and the Class B Notes (the “Class B Notes” and, together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each The Class A-1 Notes will be deemed to refer to such firm or firms. The Trust was formed sold pursuant to a declaration and note purchase agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust “Class A-1 Note Purchase Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"”). The assets Class B Notes will be sold pursuant to a note purchase agreement (the “Class B Note Purchase Agreement”). Each of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2011-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of __________June 1, 1997 2011 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as amended and supplemented from time to timeof June 1, including any Series Supplement, 2011 (the "Indenture"“Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note Issuer pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and Bankers Trust CompanyFCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as Note Trustee collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of June 1, 2011 (the "Note Trustee"“Servicing Supplement”), among Ford Credit, CAB East Holdings, CAB West Holdings and purchased by the Certificate Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, on behalf each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a note purchase agreement dated Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of ______, 1997 (the "Note Purchase Agreement"), between date of this Agreement relating to the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Publicly Registered Notes and the proceeds thereofoffering of notes from time to time in accordance with Rule 415 under the Securities Act. The Notes will be secured primarily registration statement, as amended, has been declared effective by the Transition Property Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the related Issuance Advice Letter. Such Transition Property Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, Preliminary Prospectus Supplement and the Note IssuerProspectus Supplement. Other Transition Property may be sold At or prior to the Note Issuer by time that the Company pursuant to an agreement substantially similar to Representatives first entered into “contracts of sale” (within the Sale Agreement. The Transition Property meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be serviced pursuant to a servicing agreement dated as of _______________, 1997 specified in the Terms Annex (as amended and supplemented from time to such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositor had prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "TrustNotes") proposes to sell to described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters named in Schedule II hereto signing this Agreement (the "Underwriters"). The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, for whom you a Delaware statutory trust (the "RepresentativesIssuer" or the "Trust") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto established under a trust agreement (the "CertificatesTrust Agreement"). If ) between the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I heretoDepositors, then the terms "Underwriters" and "Representatives"The Bank of New York, as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank owner trustee (the "Infrastructure BankOwner Trustee") ), and Bankers Trust The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated declaration sale and assignment agreement of trust between Ford and Ford Credit dated as of _____June 1, 1997 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Ford Credit and FCF LLC, each as amended further described in the Terms Annex, and supplemented from time in turn transferred by each Depositor to timethe Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Trust AgreementServicer")) pursuant to a transfer and servicing agreement, among each as further described in the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee")Terms Annex. The assets Notes will be issued in an aggregate principal amount of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof$2,250,000,000. The Notes will be issued pursuant to an indenture indenture, dated as of __________August 1, 1997 2001 (as amended and supplemented from time to time, including any Series Supplement, the "Base Indenture"), between the Note Issuer and Bankers Trust CompanyJPMorgan Chase Bank, N.A., as Note Trustee indenture trustee (the "Note Indenture Trustee"), and purchased as supplemented by the Certificate TrusteeSeries 2006-4 supplement to the Base Indenture, on behalf of the Trust, pursuant to a note purchase agreement be dated as of ______June 1, 1997 2006 (the "Note Purchase AgreementIndenture Supplement"), between the Note Issuer and the Certificate Indenture Trustee. Each The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of Certificates will correspond the holders of the Class A Notes. Ford Credit has agreed to a Class provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily issued by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale an amended and restated administration agreement dated as of _______________December 19, 1997 2002 (the "Sale Administration Agreement"), between the Companyamong Ford Credit, as seller, and the Note Issuer. Other Transition Property may be sold to the Note Issuer by the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 administrator (as amended and supplemented from time to timein such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), between the Company, as servicer, among Ford Credit and the Note IssuerRepresentatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Indenture.Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the

Introduction. California Infrastructure Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Economic Development ------------- Bank Special Purpose Trust [_]-1 Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the "Trust"“Terms Annex”) proposes to sell that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters named listed in Schedule II hereto the Terms Annex through the representatives (the "Underwriters"), for whom you “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the "Representatives") are acting as representativesRepresentatives and the other underwriters of the Publicly Registered Notes, the principal amount “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the certificates Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in Schedule I hereto the Terms Annex and established under a trust agreement (the "Certificates"). If “Trust Agreement”) among the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" Depositors and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and Bankers Trust (Delaware), as Delaware an owner trustee (the "Delaware “Owner Trustee"), and ”) identified in the Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee")Terms Annex. The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Publicly Registered Notes will be issued pursuant to an indenture dated as of __________(the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, 1997 (as amended and supplemented from time to time, including any Series Supplementtogether with the Base Indenture, the "“Indenture"), ”) between the Note Issuer Trust and Bankers Trust Company, as Note Trustee an indenture trustee (the "Note “Indenture Trustee"), ”) identified in the Terms Annex and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by a revolving pool of receivables arising in connection with the Transition Property described purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the related Issuance Advice LetterTerms Annex. Such Transition Property The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold to the Note Issuer by [Name of Utility]Ford Motor Company, a California Delaware corporation (the "Company"“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement dated as of _______________, 1997 (the "“Sale and Assignment Agreement"”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), between each as further described in the CompanyTerms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as sellerdescribed in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Note Issuer. Other Transition Property may be sold rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Note Issuer by Publicly Registered Notes and the Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as offering of _______________, 1997 (as amended and supplemented notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Servicing Agreement"“Time of Sale”), between the Company, as servicer, Depositors have prepared the Preliminary Prospectus and the Note Issuer. Capitalized terms used and not otherwise information (including any “free-writing prospectus,” as defined herein shall have pursuant to Rule 405 under the meanings given to them Securities Act (a “Free Writing Prospectus”)) listed in the IndentureTerms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.