Common use of Introduction Clause in Contracts

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLCThe Employee previously entered into one or more Employee Grantor Trust Enrollment Agreements with Altria Group, a Delaware limited liability company Inc. or certain of its affiliates (collectively, “Altria”) providing for payments (“Funding Payments”) to or on behalf of the Employee by Altria in satisfaction of its obligations under certain supplemental plans maintained by Altria (the “DepositorAltria Supplemental Plans”), formed under such payments to be made to an Employee Grantor Trust established by 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust Employee (the “Trust”). (The most recent such Employee Grantor Trust Enrollment Agreement referred to above, including any amendments thereto, shall be referred to hereinafter as the “Original Enrollment Agreement.”) identified Thereafter, pursuant to one or more Supplemental Employee Grantor Trust Enrollment Agreements between the Employee and Altria (the most recent of which, including any amendments thereto, hereinafter referred to as the “Supplemental Enrollment Agreement”), the Employee ceased accruing future benefits under the Altria Supplemental Plans as of January 1, 2005, and Altria made certain additional payments (“Target Payments”) to the Trust as current compensation for services rendered by the Employee. Trust amounts that are attributable to deposits made pursuant to the terms of the Original Enrollment Agreement and any predecessors thereto are held in a subaccount of the Terms Annex Trust (“Trust Account FP”), and amounts attributable to Target Payments are held in a separate subaccount (“Trust Account TP”). For certain purposes, Trust Account FP is also deemed to include amounts that have been credited to an assumed trust account (“Assumed Trust Account FP”) reflecting certain withholding amounts with respect to Funding Payments and certain other amounts and the earnings thereon. Likewise, pursuant to the Supplemental Enrollment Agreement, the Employee’s share of federal employment taxes on Target Payments and certain other amounts and the earnings thereon have been credited to a separate assumed trust account (“Assumed Trust Account TP”). PMIGS subsequently established the Xxxxxx Xxxxxx International Benefit Equalization Plan and the Xxxxxx Xxxxxx International Supplemental Management Employees’ Retirement Plan (the “PMI Supplemental Plans”) and the Xxxxxx Xxxxxx International Supplemental Equalization Plan (the “SEP”). In connection with the spin-off of the Company from Altria, the liabilities attributable to the Employee under a trust agreement the Altria Supplemental Plans were transferred to the Company, and the benefits previously payable to the Employee under the Altria Supplemental Plans became payable to the Employee under the PMI Supplemental Plans. The parties now wish to enter into this Agreement which (i) supersedes the Original Enrollment Agreement in its entirety and, together with the Employee Grantor Trust Agreement attached hereto as Exhibit A (the “Trust Agreement”), shall govern the application of amounts credited under Trust Account FP and Assumed Trust Account FP to the Company’s obligations under the PMI Supplemental Plans, (ii) between supersedes any provision of the Depositor Supplemental Enrollment Agreement that is also addressed herein and an owner trustee (iii) provides for the “Owner Trustee”) identified Employee’s participation in the Terms AnnexSEP. Simultaneously with the issuance and sale In consideration of the Publicly Registered Notes as contemplated in this Agreementtheir mutual undertakings, the Trust will issue Company, the Class A-1 Notes (the “Class A-1 Notes”) Employee and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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 Employee’s Spouse agree 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 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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 thefollows:

Introduction. Ford The purpose of this booklet is to disclose information, terms, conditions, and the various laws and regulations relating to Business Accounts to help you better understand your rights and obligations as a business member of First Entertainment Credit Auto Receivables Two LLC, a Delaware limited liability company Union (the “DepositorCredit Union”), formed under the Amended . This Business Account Agreement and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC Disclosures Booklet (the “Certificate of FormationAgreement”) and operating under an Amended and Restated Limited Liability Company replaces all prior agreements with the Credit Union regarding your Business Accounts. Throughout this Agreement, dated the words “I,” “me,” “mine,” “my,” “us,” “they,” “their,” and “our” mean the business designated on the Business Account Signature Card as well as the owner(s) of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor such business and all Authorized Signers on a Credit Company LLC, a Delaware limited liability company Union business deposit account (“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 “AgreementAccount”). The Publicly Registered Notes words “you,” “your,” and “yours” mean the Credit Union. This Agreement includes the following disclosures applicable to the Credit Union’s business deposit accounts and related services that the Credit Union may provide to me: (i) the schedule of the Credit Union’s fees and other account-related information (“Business Account Schedule of Fees and Charges”); (ii) your Funds Availability Policy; (iii) disclosures applicable to business electronic banking services; (iv) a Funds Transfer Agreement and Notice; (v) the dividend rate sheets, as may be modified by the Credit Union from time to time, and (vi) any additional disclosures regarding my Account that the Credit Union may provide to me. I am responsible for ensuring that each Authorized Signer is familiar with this Agreement. Unless I have instructed the Credit Union in writing to the contrary, the Credit Union may consider communications about my Account from an Authorized Signer on my Account as communications from me. I agree to notify the Credit Union immediately in writing if any Authorized Xxxxxx’s authority has been terminated. By signing the Credit Union’s Business Account Signature Card for my Account or by using my Account or a service, I will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold deemed to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 stated in the Sale and Servicing Agreement will apply agreed to this Agreement. The Publicly Registered Notes I will be issued by retain 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 the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 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 copy of this Agreement relating (and any information that the Credit Union provides me regarding changes to this Agreement) for as long as I maintain my Account with the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities ActCredit Union. The registration statementCredit Union does not open accounts for: professional services (CPAs, as amendedAttorneys, has been declared effective by the Commission. The registration statementArchitects, as amended at the time of effectivenessetc.); import/export companies; casino and gaming establishments; food and beverage stores (convenience, including all material incorporated by reference thereingrocery, is referred to in this Agreement as the “Registration Statementliquor, etc.” The Depositor also has filed with); charitable organizations; food service establishments (fast food, full service); gas stations; health care providers; laundry service (laundromats, coin- operated laundries, and dry cleaners); travel agencies; trade unions; dealers (aircraft, boat, car, mobile home, jewelers, and pawn brokers); marijuana industry (sellers, producers, or will file withwarehouse businesses); and those businesses designated as a money services business. Further, the Commission under Rule 424(b) (“Rule 424(b)”) under Credit Union does not open accounts for businesses owned or operated outside 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 StatementUnited States, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) embassies, foreign consulates, foreign trade companies, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (foreign financial institutions located 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 stated in the United States. Terms Annex (the “Time of Sale”), 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 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 theConditions Applicable to: Business Accounts 4 Dividends 9 Business Savings Accounts 9 Business Money Market Accounts 9 Business Term Savings Certificate Accounts 10 Business Checking Accounts 10 Funds Availability Policy 13 Member Conduct Policy 14

Introduction. Ford Credit Auto Receivables Two LLCNordic Investment Bank (“NIB”) confirms its agreement with each of you with respect to the issue and sale from time to time by NIB of its Medium-Term Notes, a Delaware limited liability company 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 “DepositorSecurities Act”) 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 as “144A Notes”), formed under such Notes are limited to the Amended and Restated Certificate principal amount 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 securities registered with the Securities and Exchange Commission (the “Commission”) and will be sold to on the applicable underwriters listed in the Terms Annex through the representatives Registration Statement (the “Representatives”) signing this Agreement on behalf of themselves and the 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 (as defined below). The rules , which amount is subject to reduction as a result of usage stated 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 Publicly other securities of NIB registered under such Registration Statement (such notes herein referred to as “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 Publicly Registered Notes and the Class A-1 Notes, 144A Notes are herein referred to collectively as the “Notes”). The Class A-1 Notes will be sold under issued in accordance with a note purchase agreement fiscal agency agreement, dated as of the date hereof (the “Class A-1 Note Purchase Fiscal Agency Agreement”), 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 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 Class D 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 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 principal or face amount, 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 offering thereof. The term “issuer free writing prospectus”, as 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 avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 5(b)(i))). Each issue of 144A Notes (each issue of Notes, whether registered or unregistered, being herein referred to as a “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 other similar terms of such Tranche of 144A Notes sold pursuant hereto or the offering thereof. The Notes will initially be retained issued, and the terms thereof established, from time to time by NIB in accordance with the DepositorFiscal Agency Agreement and the Procedures (as defined in Section 3(f) hereof). The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified only in the Terms Annex and registered form. Bearer notes will not be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 Documentsissued.” 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1[a], [Class A-2b NotesA-1b,] Class A-2[a], the [Class A-3 NotesA-2b,] Class X-0, the Xxxxx X-0, [Class A-4 Notes, the B] and [Class B Notes and the Class C C] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class D C Notes (the “Class D C Notes”” and, and collectively with the Publicly Registered Offered Notes and the Class A-1 B Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “B and Class A-1 Note Purchase Agreement”). The Class D C Notes will initially be retained by the Depositor. .] The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an , as 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, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 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”) 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2[a], the [Class A-3 NotesA-2b,] Class X-0, the Xxxxx X-0, [Class A-4 Notes, the B] and [Class B Notes and the Class C C] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class D C Notes (the “Class D C Notes”” and, and collectively with the Publicly Registered Offered Notes and the Class A-1 B Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “B and Class A-1 Note Purchase Agreement”). The Class D C Notes will initially be retained by the Depositor. .] The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an , as 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, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 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”) 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2a NotesA[-1[ and Class A-2]][, Class A-2b NotesB, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C and Class D] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Offered Notes, the Class B Notes and the Class A-1 C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 Notes will be sold under a note purchase agreement (the “B, Class A-1 Note Purchase Agreement”). The C and Class D D] Notes will initially be retained by the Depositor. Depositors.] The Notes will be issued 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 , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by 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 will sell the Receivables to the Depositor under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under a separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in that capacity, the “Servicer”) will service services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit will also act acts as administrator for the Trust under an administration agreement (the “Administration Agreement”), among ) between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into 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 AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 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”) 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to after the initial Time of Sale, the Depositor 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 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 thestate

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2a NotesA[-1[ and Class A-2]][, Class A-2b NotesB, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C and Class D] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Offered Notes, the Class B Notes and the Class A-1 C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 Notes will be sold under a note purchase agreement (the “B, Class A-1 Note Purchase Agreement”). The C and Class D D] Notes will initially be retained by the Depositor. Depositors.] The Notes will be issued under an indenture (the “Base Indenture”)) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by 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 will sell the Receivables to the Depositor under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under a separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in that capacity, the “Servicer”) will service services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit will also act acts as administrator for the Trust under an administration agreement (the “Administration Agreement”), among ) between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into 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 AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 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”) 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to after the initial Time of Sale, the Depositor 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 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 thestate

Introduction. Ford Credit Auto Receivables Two LLC, 1.1 The Lender and the Borrower ("the Parties") entered into a Delaware limited liability company term loan agreement for the amount of R70 000 000 (Seventy Million Rand) on 31 October 2006 in terms of which the Lender advanced a loan to the Borrower for the purposes of inter alia funding the preparation of a Bankable Feasibility Study in relation to the Ga-Phasha Project and the Borrower's general working capital requirements (the “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 "Loan 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 Borrower requires additional loan funding. 1.2 The second Payment Date for the Securities and Exchange Commission (repayment of interest due by the “Commission”) and will be sold Borrower to the applicable underwriters listed Lender under the Loan Agreement was initially extended from 30 June 2008 to 30 September 2008 in accordance with written correspondence between the Terms Annex through Parties dated 17 July 2008. This Payment Date was extended again from 30 September 2008 to 30 November 2008 in accordance with further written correspondence between the representatives (Parties dated 3 October 2008. The Parties now wish to record a further extension to this Payment Date under the “Representatives”) signing this Loan Agreement. 1.3 In addition, the Lender, the Borrower and Boikgantsho entered into a Sale of Rights Agreement on behalf 28 March 2008 in terms of themselves which the Parties restructured their respective commercial interests in and to the underwriters (Boikgantsho Project by the Representatives sale and the other underwriters transfer of various rights to Boikgantsho. 1.4 In terms 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 stated 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 Publicly Registered Notes as contemplated in this Rights Agreement, the Trust Borrower inter xxxx xxxxx, cedes and makes over the Plateau Project Information to Boikgantsho for the purchase price of R59 002 125 (Fifty Nine Million Two Thousand One Hundred and Twenty Five Rand), which purchase price will issue be discharged by Boikgantsho crediting a shareholders loan account (that is the Class A-1 Notes ("Shareholder's Claim") in the “Class A-1 Notes”) and name of the Class D Notes (Borrower. 1.5 As at the “Class D Notes”, and collectively with Effective Date of the Publicly Registered Notes and the Class A-1 NotesSale of Rights Agreement, the “Notes”). The Class A-1 Notes Lender will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property 49% of the Trust. Ford Credit will sell Shareholder's Claim from the Receivables Borrower, by setting off the amount due 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 Borrower under the Sale of Rights Agreement, being R28 911 041 (Twenty Eight Million Nine Hundred and Servicing Eleven Thousand and Forty One Rand) (that is the "Consideration") against the Loan Outstandings due by the Borrower to the Lender under the Loan Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement . 1.6 The Parties wish to enter into this addendum (the “Administration Agreement”), among Ford Credit, "First Addendum") to record: 1.6.1 an increase in the Trust principal amount to be lent to the Borrower and an extension to the Indenture Trustee. In order Payment Date in respect of interest accrued to perfect the security interest Lender in terms of the Indenture Trustee in Loan Agreement; and 1.6.2 the accounts, amendments to 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 Loan 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 allow for set-off of the Commission under Consideration against the Securities Act (Loan Outstandings. 1.7 The Parties record and agree that 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 execution of this Agreement relating to the Publicly Registered Notes and the offering First Addendum will not constitute an Event of notes from time to time under 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 StatementDefault.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two Massachusetts RRB Special Purpose Trust WMECO- 1, a Delaware business trust to be formed (the "Trust"), 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 Massachusetts RRB Special Purpose Trust WMECO-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"), by The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and the Massachusetts Development Finance Agency 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 a Certificate Indenture dated on or about May 17, 2001 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and The Bank of New York, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the WMECO Funding LLC Notes (the "Notes"), issued by WMECO Funding LLC, a Delaware limited liability company (the “Depositor”"Note Issuer"), 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 payments received 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 the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositorrespect thereto. The Notes will be issued under an indenture pursuant to a Note Indenture dated on or about May 17, 2001 (the “"Note Indenture”"), between the Trust Note Issuer and an indenture trustee The Bank of New York, as Note Trustee (the “Indenture "Note Trustee”) identified "), and purchased by the Trust pursuant to a Note Purchase Agreement dated on or about May 17, 2001 (the "Note Purchase Agreement"), between the Note Issuer and the Trust. The Certificates will represent fractional undivided beneficial interests in the Terms Annex underlying Notes and the proceeds thereof. The Notes will be secured primarily by, and will be secured payable from, the Transition Property described in the Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by Western Massachusetts Electric Company, a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles Massachusetts corporation (the “Receivables”) "Company"), pursuant to a Transition Property Purchase and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement Sale Agreement dated on or about May 17, 2001 (the “Purchase "Sale 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, between 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 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 1933Company, as amended (the “Securities Act”)Seller, and the rules Note Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated on or about May 17, 2001 (as amended 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 supplemented from time to time under Rule 415 under time, the Securities Act. The registration statement"Servicing Agreement"), between the Company, as amendedServicer, has been declared effective by and the CommissionNote Issuer. The registration statement, as amended at Capitalized terms used and not otherwise defined herein shall have the time of effectiveness, including all material incorporated by reference therein, is referred respective meanings given 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 them 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 “ProspectusNote Indenture.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2a, the Class A-3 NotesX-0x, the Xxxxx X-0, Class A-4 NotesA-4, the Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2020-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorDelaware trustee. The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an U.S. Bank National Association, as 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, light trucks and utility vehicles (i) the 2020-B Exchange Note (the “ReceivablesExchange 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 parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor under a an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust under a an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in that this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2020-B Reference Pool”) on behalf of the Trust under a servicing agreement (the Sale and “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”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2020-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 Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2, the Class A-3 NotesA-3, the Class A-4 NotesA-4, the Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorDelaware trustee. The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an U.S. Bank National Association, as 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, light trucks and utility vehicles (i) the 2021-B Exchange Note (the “ReceivablesExchange 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 parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor under a an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust under a an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in that this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2021-B Reference Pool”) on behalf of the Trust under a servicing agreement (the Sale and “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”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 2021-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 Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. [Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or [a]/[the] “Depositor”), formed under the Amended and Restated Certificate of Formation of ] [and] [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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors”), as sole member, proposes ]) propose[s] 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 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 listed in the Terms Annex through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement on behalf of themselves and the 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Floorplan Master Owner Trust , a Delaware statutory trust (the “Issuer” or the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the “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. Simultaneously with the issuance and sale [The assets of the Publicly Registered Notes 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 a sale and assignment agreement between Ford and Ford Credit dated as contemplated in this Agreementof , the Trust will issue the Class A-1 Notes 20 (the “Class A-1 Notes”) Sale and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Assignment Agreement”). The Class D Notes All Receivables have been or will initially be retained sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20 ([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer 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 under in an indenture aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20 (the “Base Indenture”), between the Trust Issuer and an [Indenture Trustee], as indenture trustee (the “Indenture Trustee”) identified in ), as supplemented by the Terms Annex and will Series supplement to the Base Indenture, to be secured by a pool dated as of retail installment sale contracts for new and used cars, light trucks and utility vehicles 20 (the “ReceivablesIndenture Supplement”) ), between the Issuer and other property the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the TrustClass B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit will sell the Receivables has agreed to the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex provide notices 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 perform on behalf of the Trust under Issuer certain other administrative obligations required of the Sale Issuer by the Transfer and Servicing Agreement. Ford Credit will also act as administrator Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Trust under Issuer pursuant to an administration agreement dated as of , 20 (the “Administration Agreement”), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee as administrator (in the accountssuch capacity, the Trust“Administrator”), the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”)Issuer. The Trust Sale and Assignment Agreement, the Receivables Purchase AgreementAgreement[s], the Sale Transfer and Servicing AgreementAgreement[s], the Indenture, the Administration Trust Agreement and the Control Administration Agreement are collectively referred to herein, collectively, as the “Basic Documents.” The This Underwriting Agreement, the indemnification agreement dated , 20 (the “Indemnification Agreement”), among Ford Credit and the Representatives and the Basic Documents and this Agreement are collectively referred to as called the “Transaction Documents.” ”. Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The [Depositor has has]/[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 Publicly Registered Notes and the offering of notes from time to time under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 has]/[Depositors also have] filed with, or will file with, the Commission under 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 the such 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 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor Depositor[s] had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 Depositor Depositor[s] and the Representatives determine that the original Time of Sale Information 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 Depositor[s] that investors in of 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 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 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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “"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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2a, the Class A-3 NotesA-0x, the Xxxxx X-0, Class A-4 NotesA-4, the Class B Notes and the Class C Notes (together, the “Publicly Registered "Offered Notes”" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-D, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”"). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “"Indenture”), between ") to be entered into by the Trust and an The Bank of New York Mellon, as 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, light trucks and utility vehicles (the “"Receivables”") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 (the "Administrator") for the Trust under an administration agreement (the “"Administration Agreement”), among ") to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe "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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “"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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2a, the Class A-3 NotesA-2b, the Class A-3, Class A-4 Notes, the and Class B Notes and the Class C Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”" and, and collectively with the Publicly Registered Notes and the Class A-1 Offered Notes, the “"Notes”"). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “"Indenture”), between ") to be entered into by the Trust and an The Bank of New York Mellon, as 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, light trucks and utility vehicles (the “"Receivables”") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 (the "Administrator") for the Trust under an administration agreement (the “"Administration Agreement”), among ") to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe "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. Each of Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the “Depositor”"Depositors"), 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 propose to sell the Class A-2a notes (the "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”") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Publicly Registered Notes will be registered issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware 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 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 sale and assignment agreement between Ford and Ford Credit dated as of June 1, 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 further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $2,250,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-4 supplement to the Base Indenture, to be dated as of June 1, 2006 (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 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 issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in 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"), among Ford Credit and the Representatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed 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 the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLCUpon the terms and conditions set forth in this Underwriting Agreement (this "Agreement"), a Delaware limited liability company the Trust agrees to, and the Company agrees to cause the Trust to, issue and sell to the several underwriters identified in Schedule I annexed hereto (the “Depositor”"Underwriters"), formed under the Amended who are acting severally and Restated Certificate not jointly, an aggregate liquidation amount of Formation of Ford Credit Auto Receivables Two LLC $ (the “Certificate "Firm Securities") of Formation”the Trust's ______% preferred securities, representing undivided beneficial interests in the assets of the Trust (the "Preferred Securities"). The Trust also proposes to, and the Company also proposes to cause the Trust to, issue and sell to the Underwriters, at the Underwriters' option, up to an additional $ aggregate liquidation amount of Preferred Securities (the "Option Securities") in proportion to the amounts set forth opposite their respective names in Schedule I hereto. The Preferred Securities and operating under the Common Securities (as defined herein) are to be issued pursuant to the terms of an Amended and Restated Limited Liability Company Agreement, Declaration of Trust to be dated as of March 1_____________, 2001 2003 (the “Limited Liability Company "Trust Agreement”"), executed by Ford Motor Credit Company LLCamong the Company, as depositor, the Trust Company, as property trustee (in such capacity, "Property Trustee"), The Bank of New York (Delaware) ("Delaware Trust"), a Delaware limited liability company banking corporation, as Delaware trustee (“Ford Credit”"Delaware Trustee"), as sole memberthe Administrative Trustees named therein, 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 holders from time to time of undivided beneficial interests in the Terms Annex assets of the Trust. The Preferred Securities will be guaranteed by the Guarantor on a subordinated basis and subject to certain limitations with respect to distributions and payments upon liquidation, redemption or otherwise (the “Terms Annex”"Preferred Securities Guarantee") 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 pursuant to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 stated in the Sale and Servicing Agreement will apply to this Preferred Securities Guarantee 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 assets of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes consist of __% junior subordinated deferrable interest debentures, due _____, 2033 (the “Class A-1 Notes”"Junior Subordinated Debentures") and of the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes Company which will be issued under an indenture a Junior Subordinated Indenture to be dated as of ________, 2003 (the “"Indenture”"), between among the Company, the Guarantor and the Trust Company, as Trustee (in such capacity, "Indenture Trustee"). The Guarantor will fully and an indenture trustee unconditionally guarantee on a subordinated basis payments in respect of the Junior Subordinated Debentures (the “Indenture Trustee”"Debenture Guarantee," and together with the Preferred Securities Guarantee, the "Guarantees") identified pursuant to the Indenture. Under certain circumstances, the Junior Subordinated Debentures will be distributable to the holders of undivided beneficial interests in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property assets of the Trust. Ford Credit The entire proceeds from the sale of the Preferred Securities will sell be combined with the Receivables entire proceeds from the sale by the Trust to the Depositor under a purchase agreement (Company of the “Purchase Agreement”) identified Trust's common securities, representing undivided beneficial interests 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 assets of the Trust under (the Sale "Common Securities"), and Servicing Agreement. Ford Credit will also act as administrator for be used by the Trust under to purchase an administration agreement equivalent amount of the Junior Subordinated Debentures from the Company. Kingsway America will issue to the Company subordinated notes with economic terms substantially similar to the Junior Subordinated Debentures (the “Administration "Subordinated Notes"). The Company will use the entire proceeds from the sale of the Junior Subordinated Debentures to purchase the Subordinated Notes. For purposes of the Underwriting Agreement”), among Ford Creditthe Company, the Guarantor, 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 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 Kingsway America are sometimes collectively referred to herein as the “Basic Documents"Offerors.” 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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"

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 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, 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 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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), dated as of ________, 20__, among CAB East LLC (“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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 stated specified in Appendix 1 to the Sale and Servicing Agreement 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 “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, and collectively together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by Each of the Depositor. The Notes will be issued under 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 20_-_ Exchange Note (the “ReceivablesExchange 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 Receivables Exchange Note to the Depositor under a purchase agreement pursuant to the First Tier Sale Agreement, dated as of ________, 20__ (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust under a sale and servicing agreement pursuant to the Second Tier Sale Agreement, dated as of ________, 20__ (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in that such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust under Exchange Note pursuant to the Sale and 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 collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of ________, 20__ (the “Servicing Supplement”), among Ford Credit, CAB East Holdings, CAB West Holdings and the Collateral Agent. Ford Credit will also act as administrator for the Trust under 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 the 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 and the financial institution acting as the securities intermediary, will enter into an account control agreement (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 under 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 the such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 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 thethe “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. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2a, the Class A-3 NotesX-0x, the Xxxxx X-0, Class A-4 Notes, the and Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Notes and the Class A-1 Offered Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an U.S. Bank National Association, as 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, light trucks and utility vehicles (i) the 2018-B Exchange Note (the “ReceivablesExchange 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 parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor under a an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust under a an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in that this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2018-B Reference Pool”) on behalf of the Trust under a servicing agreement (the Sale and “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”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2018-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 Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2a A-1 Notes, Class A-2b A-2 Notes, the Class A-3 B Notes, the Class A-4 Notes, the Class B C Notes and the Class C D Notes (together, the “Publicly Registered Offered Notes”, the “Notes” or “Series 2020-1 Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as 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 the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Base Indenture”)) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by 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 will sell the Receivables to the Depositor under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under a separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in that capacity, the “Servicer”) will service services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “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 will also act acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”), among ) between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into 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 2020-1 Notes will be perfected under a separate account control agreement (the “Series 2020-1 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2020-1 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration 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 relating to the Publicly Registered Notes and for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company Maryland corporation (the “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 Notesto Xxxxxx Brothers Inc., Class A-2b NotesBear Xxxxxxx & Co., the Class A-3 NotesInc., the Class A-4 NotesCredit Suisse Securities (USA) LLC and Xxxxxxx Lynch, the Class B Notes Pierce, Xxxxxx & Xxxxx, Inc. (each an “Underwriter” 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notescollectively, the “Underwriters”) the class principal amount or class notional amount of the Fieldstone Mortgage Investment Trust, Series 2006-2 Mortgage-Backed Notes (the “Notes”), identified in the pricing supplement, a form of which is attached as Schedule I hereto (the “Pricing Supplement”). Other capitalized terms used and not defined in this Agreement The Notes will have the meanings given them in Appendix A be issued pursuant to the Sale a Transfer and Servicing Agreement (defined below). The rules of usage stated in the Sale “Transfer and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued ”) and an indenture (the “Indenture”) by and among Fieldstone Mortgage Investment Trust, Series 2006-2, a Delaware statutory trust (the “TrustIssuing Entity”) identified in ), an indenture trustee (the Terms Annex “Indenture Trustee”), and established under a trust administrator (the “Trust Administrator”). The Issuing Entity has been created pursuant to a trust agreement (the “Trust Agreement”) by and between the Depositor and an owner trustee (the “Owner Trustee”) identified in ), the Terms AnnexDepositor and Trust Administrator. Simultaneously with the issuance and sale The Notes will generally be payable out of the Publicly Registered Notes as contemplated in this Agreementcash flows attributable to the property of the Issuing Entity, the Trust which will issue the Class A-1 Notes consist of one or more pools of mortgage loans (the “Class A-1 NotesMortgage Loans”) and certain related property to be conveyed to the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained Issuing Entity by the Depositor. The Notes Mortgage Loans 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 conveyed by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under on the Delivery Date (as defined in Section 3 below) pursuant to one or more mortgage loan purchase agreements (each, a purchase agreement (the “Mortgage Loan 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”), by and among Ford CreditFieldstone Investment Corporation and any other party identified as a seller of the Mortgage Loans (each referred to herein as a “Seller”) and the Depositor. On the Delivery Date, the Depositor will convey the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, by and among the Issuing Entity, the Depositor, each Seller, a master servicer (the “Master Servicer”), the Trust and Administrator, the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the TrustServicer and potentially, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement one or more subservicers, including JPMorgan Chase Bank, National Association (the each, a “Control AgreementSubservicer”). The Trust 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 Underwriters. This Underwriting Agreement (this “Agreement, ”) includes the Purchase Agreement, terms and conditions governing the Sale offering and Servicing Agreement, sale of Notes from the Indenture, Depositor to the Administration Underwriters. Upon the execution and delivery of this Agreement and the Control Agreement are collectively referred Pricing Supplement, the Underwriters agree to as purchase Notes from the “Basic Documents.” The Basic Documents and this Agreement are collectively referred Depositor subject to as the “Transaction Documents.” satisfaction of the conditions set forth herein. The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules Underwriters shall execute and regulations deliver a Pricing Supplement detailing the Purchase Price and other terms of the Commission under Notes promptly upon such parties’ mutual agreement regarding such Purchase Price and terms. The Pricing Supplement shall include, among other things, the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated following information 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 connection with the offering of notes from time the Notes: (a) the aggregate amount of the Notes to time under Rule 415 under be purchased by each Underwriter and the Securities Act. The registration statementPurchase Price, as amendednet of underwriting discounts, has been declared effective for which each class of Notes shall be sold 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 Underwriters, (b) the initial public offering price or the method by which the price at which such Notes (the “Prospectus Supplement”). The prospectus relating are to be sold to the Publicly Registered Notes in public, (c) the form first required identification of significant parties to the transaction, (d) structural terms of the securities offering and (e) the listing of offering materials 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 Notes. Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in the Terms Annex (Transfer and Servicing Agreement. The terms and conditions of the “Preliminary Prospectus”) or the Prospectus will be Pricing Supplement are deemed to refer to and include any exhibits thereto and any documents be incorporated by reference thereininto this Agreement as if such terms and conditions were originally described in this Agreement. The Pricing Supplement may be amended, as modified or supplemented from time to time upon the mutual agreement 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 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 stated in the Terms Annex (the “Time of Sale”), 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 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 theparties thereto.

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 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 A-2 Notes (the “Class A-2 Notes, Class A-2b 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 B A-2 Notes and the Class C Notes (togetherA-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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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), dated as of October 1, 2011, 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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 stated specified in Appendix 1 to the Sale and Servicing Agreement 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 “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 B Notes (the “Class D B Notes”” and, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D B Notes will initially be retained by the Depositor. The Each of the Notes will be issued under 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2011-B Exchange Note (the “ReceivablesExchange 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 Receivables Exchange Note to the Depositor under a purchase agreement pursuant to the First Tier Sale Agreement, dated as of October 1, 2011 (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust under a sale and servicing agreement pursuant to the Second Tier Sale Agreement, dated as of October 1, 2011 (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in that such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust under Exchange Note pursuant to the Sale and 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 collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2011 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under 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 the 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 (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 under 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 the such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 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 thethe “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. Ford Credit Auto Receivables Two LLCThe Company and the Purchasers are parties to a Note Purchase Agreement dated as of November 22, a Delaware limited liability company 2005, as amended by that certain First Amendment to Note Purchase Agreement dated February 26, 2007 (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of FormationFirst Amendment”) and operating under an Amended and Restated Limited Liability Company Agreement, modified by that certain Waiver Agreement dated as of March 1June 6, 2001 2007 (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 so amended and the Class C Notes (togethermodified, 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 the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”), pursuant to which, among other things, the Company issued certain Notes to the Purchasers. Each capitalized term that is used and not otherwise defined in this Second Amendment has the meaning that the Note Purchase Agreement assigns to that term. Each Purchaser is the holder of the Notes initially issued to it pursuant to the Note Purchase Agreement. The Class D Company has requested the holders of the Notes will initially be retained by to (i) permit the DepositorCompany to issue additional Tranche B Notes in the aggregate principal amount of up to $4.0 million, (ii) waive an Event of Default under Section 9A(v) of the Note Purchase Agreement resulting from the Company’s failure to timely deliver copies of certain financial information and officer compliance certificates to the holders of the Notes pursuant to and in accordance with section 4D of the Note Purchase Agreement, and (iii) amend certain terms of the Note Purchase Agreement, each as more fully set forth herein. The In addition, the Company has requested that AMP purchase the additional Tranche B Notes will be issued under an indenture described in clause (i) above. In consideration for AMP’s agreement to purchase such additional Tranche B Notes, Parent has agreed to issue to AMP a stock purchase warrant evidencing the right to purchase 0.60% of Parent’s common stock, par value $0.001 per share (the “IndentureCommon Stock”), between calculated on a fully-diluted basis assuming the Trust conversion, exercise and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool exchange of retail installment sale contracts all outstanding securities convertible into or exchangeable for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property shares of the Trust. Ford Credit will sell Common Stock and as more fully described on the Receivables to capitalization table of the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex Parent attached hereto as Schedule I. The Company, Parent and the Depositor will sell the Receivables Purchasers have agreed to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacityissue additional securities, the “Servicer”) will service the Receivables on behalf amend certain terms of the Trust Note Purchase Agreement and waive certain Events of Default under the Sale Note Purchase Agreement upon the terms 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, 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 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 under 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 conditions 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 “Prospectusthis Second Amendment.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 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-2b 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, Notes and 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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), dated as of July 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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 stated specified in Appendix 1 to the Sale and Servicing Agreement 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 “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 C Notes (the “Class D C Notes”” and, and collectively together with the Publicly Registered Notes and the Class A-1 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”). The Class D Notes will initially be retained by Each of the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2014-B Exchange Note (the “ReceivablesExchange 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 C Notes will initially be retained by the Depositor. Ford Credit will sell the Receivables Exchange Note to the Depositor under a purchase agreement the First Tier Sale Agreement, dated as of July 1, 2014 (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust under a sale and servicing agreement the Second Tier Sale Agreement, dated as of July 1, 2014 (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in that such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust Exchange Note under the Sale and 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 collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of July 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 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 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 (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 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 under 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 the certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated specified in the Terms Annex (such time, the “Time of Sale”), 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 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 thethe “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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2, the Class A-3 NotesA-3, the Class A-4 NotesA-4, the Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2021-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by a second amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an The Bank of New York Mellon, as 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, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class C D Notes (together, the “Publicly Registered Notes” or 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 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 the 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 Agreements (defined below). The rules of usage stated specified in the Sale and Servicing Agreement 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 among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and other property of the Trust. Ford Credit will sell Related Security and certain monies due thereunder on or after the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust under Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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 that such capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the pursuant to 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 pursuant to 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 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 the certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-5 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 Depositor has 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 Depositors also has have filed with, or will file with, the Commission under 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 the such 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 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 Depositor 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 Depositor 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 thethe “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. Ford Credit Auto Receivables Two The Detroit Edison Securitization Funding LLC, a Delaware Michigan limited liability company (the “Depositor”"Issuer") and The Detroit Edison Company, an operating electric public utility incorporated under the laws of the State of Michigan (the "Company") as sole member and owner of the entire equity interest in the Issuer, propose, subject to the terms and conditions stated herein, that the Issuer issue and sell to the underwriters named in Schedule II hereto (the "Underwriters"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC for whom Saloxxx Xxxxx Xxxney Inc. is acting as representative (the “Certificate "Representative"), the principal amount of Formation”The Detroit Edison Securitization Funding LLC Securitization Bonds, Series 2001-1 (the "Securitization Bonds"), identified in Schedule I hereto. The issuance of the Securitization Bonds is authorized by the Financing Order, Case No. U-12478 (the "Financing Order"), issued by the Michigan Public Service Commission (the "MPSC") on November 2, 2000, as further clarified in the MPSC's Opinion and Order dated January 4, 2001, in accordance with the Customer Choice and Electricity Reliability Act, 2000 PA 141 ("Act 141") and operating under 2000 PA 142 ("Act 142" and together with Act 141, the "Statute"), both of which became effective on June 5, 2000. The Securitization Bonds will be issued pursuant to an Amended and Restated Limited Liability Company Agreement, Indenture dated as of March 1[ ], 2001 2001, as supplemented by the 2001-1 Series Supplement thereto, between the Issuer and The Bank of New York, as trustee (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company "Trustee") (“Ford Credit”), and as sole member, proposes amended and supplemented from time to sell the Class A-2a Notes, Class A-2b Notestime, 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”"Indenture"). The Publicly Registered Notes Securitization Bonds will be registered with secured primarily by the Securities and Exchange Commission Securitization Property created by the Financing Order (the “Commission”) and "Securitization Property"), which will be sold to the applicable underwriters listed in Issuer by the Terms Annex through Company. The Company's sale of Securitization Property to the representatives Issuer will occur pursuant to a Sale Agreement dated as of March [ ], 2001, between the Company and the Issuer (the “Representatives”"Sale Agreement") signing this and a related Bill xx Sale of even date therewith (the "Bill xx Sale"). The Securitization Property will be serviced pursuant to a Servicing Agreement on behalf dated as of themselves March [ ], 2001, between the 2 Company, as servicer, and the underwriters (the Representatives and the other underwriters Issuer, as owner of the Publicly Registered NotesSecuritization Property (as amended and supplemented from time to time, the “Underwriters”"Servicing Agreement"). Other capitalized Pursuant to the Indenture, the Issuer will grant to the Trustee, as trustee for the benefit of the Securitization Bondholders, all of its right, title and interest in and to the Securitization Property as security for the Securitization Bonds. Capitalized terms used and not otherwise defined in this Agreement will herein shall have the meanings given to them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 Documentsincluding Appendix A thereto.” 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “"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 under pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 2001, executed by Ford Credit, as sole member (such Agreement, 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 "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”") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). 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 the 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 stated 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”"), and will be secured by a pool of motor vehicle retail installment sale contracts for new and used automobiles and trucks (the "Receivables") identified in the Terms Annex. Simultaneously with the issuance and sale certain other property 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorTrust. The Notes will be issued under 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor under pursuant to a purchase agreement (the “"Purchase Agreement”") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust under pursuant to a sale and servicing agreement (the “"Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in that such capacity, the “"Servicer”") will service the Receivables on behalf of the Trust under pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under pursuant to an administration agreement (the “"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 the 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 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 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as called the “"Basic Documents.” " The Basic Documents Documents, the Indemnification Agreement and this Agreement are collectively referred to as 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 “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 that are required to be registered with the Commission (the "Publicly Registered Notes Notes") and the offering of notes from time to time under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 under 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.” " 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 Publicly Registered Notes described in the Terms Annex (the “"Preliminary Prospectus”) "), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the Prospectus Offering Memorandum 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 such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or ProspectusOffering Memorandum, 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 Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within sold the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered NotesNotes to investors, which time will be stated specified in the Terms Annex (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the information (including any “"free-writing prospectus,” " as defined under 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 date of Salethis Agreement, the Depositor and the Representatives determine that the original Time of Sale Information 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 Publicly Registered Notes have elected to terminate their initial Contracts Time of Sale and enter into new Contracts of Sale, then theInformation.

Introduction. Ford Credit Auto Receivables Two LLCThe Company proposes to issue and sell to you _______ ------------ Shares and _______Redeemable Warrants. The Shares and the Redeemable Warrants are being offered separately and are separately transferable and are hereinafter sometimes referred to collectively as the "Firm Securities." Each Redeemable Warrant is exercisable from , a Delaware limited liability company (the “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 11997 until , 2001 at an initial exercise price of $_____ for one (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”)1) share of Common Stock. Upon your request, 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 provided in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part Section 4 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 the 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 stated 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 Publicly Registered Notes as contemplated in this Agreement, the Trust will Company shall also issue and sell to you up to an additional _______ Shares and ______ Redeemable Warrants for the Class A-1 Notes (the “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”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified purpose of covering over-allotments in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the TrustFirm Securities. Ford Credit will sell the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex Such _______ Shares 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, 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 ______ Redeemable Warrants are collectively hereinafter referred to as the “Basic Documents"Option Securities.” " The Basic Documents Option Securities and this Agreement the Firm Securities are collectively hereinafter referred to as the “Transaction Documents"Securities.” " The Depositor has prepared Company also proposes to issue and filed with sell to you, pursuant to the Commission under terms of the Securities Act of 1933Underwriter's Warrant Agreement, as amended warrants (the “Securities Act”), "Underwriter's Warrant") for the purchase of an additional ______ Shares and ______ Redeemable Warrants equal to ten (10%) percent of the Firm Securities. The Redeemable Warrants issuable on the exercise of the Underwriter's Warrant shall be exercisable at a price equal to 165% above the offering price of the Shares and Redeemable Warrants sold in the public offering and the rules and regulations exercise price of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated Redeemable Warrants contained in the Terms Annex), including a form of prospectus and all amendments that are required as Underwriter's Warrant shall be 165% of the date exercise price of this Agreement relating to the Publicly Registered Notes and Redeemable Warrants sold in the offering of notes from time to time under Rule 415 under the Securities Actpublic offering. The registration statement, as amended, has been declared effective by Securities issuable upon exercise of 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 Underwriter's Warrant are hereinafter sometimes referred to as the “Base Prospectus,” and "Underwriter's Securities." The shares of Common Stock issuable upon exercise of 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 Redeemable Warrants are hereinafter sometimes referred to as the “Prospectus.” Any reference in this Agreement to "Redeemable Warrant Shares" and the Registration Statement, any preliminary prospectus used in connection with the offering shares issuable upon exercise of the Publicly Registered Notes Underwriter's Warrant are hereinafter sometimes referred to as the "Warrant Shares." The Shares, the Redeemable Warrants, the Underwriter's Warrant, the Underwriter's Securities the Redeemable Warrant Shares and the Warrant Shares are more fully 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior referred 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 stated in the Terms Annex (the “Time of Sale”), 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 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 thebelow.

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2a Notes, Class A-2b A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-2 Notes and the Class C B 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 Agreements (defined below). The rules of usage stated specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 C Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under ) 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and other property of the Trust. Ford Credit will sell Related Security and certain monies due thereunder on or after the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust under Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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 that such capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the pursuant to 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 pursuant to 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 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 the certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2011-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2011-2 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 Depositor has 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 Depositors also has have filed with, or will file with, the Commission under 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 the such 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 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 Depositor 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 Depositor 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 thethe “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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company Subject to the terms and conditions herein (the “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 , Westwater Resources, Inc., a Delaware corporation (the “CommissionCompany”) and will be sold ), hereby agrees to sell up to an aggregate of $ of registered securities of the applicable underwriters listed in the Terms Annex through the representatives Company, including, but not limited to, shares (the “RepresentativesShares”) signing this Agreement on behalf of themselves and the underwriters Company’s common stock, $0.001 par value per share (the Representatives “Common Stock”), pre-funded Common Stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of shares of Common Stock, and Common Stock purchase warrants (the other underwriters of “Warrants” and, collectively with the Publicly Registered NotesShares, Pre-Funded Warrants and Warrant Shares (as defined below), the “UnderwritersSecurities”). Other capitalized terms used ) to purchase up to an aggregate of shares of Common Stock (the shares of Common Stock underlying the Warrant and not defined in this Agreement will have Pre-Funded Warrants, the meanings given them in Appendix A “Warrant Shares”) directly to various investors (each, an “Investor” and, collectively, the Sale and Servicing Agreement (defined below). The rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust “Investors”) through Xxxxxx Xxxxx Securities, Inc. (the “TrustPlacement Agent”) identified in the Terms Annex as placement agent. The Shares, Pre-Funded Warrants and established under a trust agreement Warrants will be offered and sold as Class A units (the “Trust AgreementClass A Unit”) between the Depositor ), each Class A Unit comprised of one Share and an owner trustee one Warrant to purchase one Share, and Class B units (the “Owner TrusteeClass B Units” and, collectively with Class A Units, the “Units”) identified ), each Class B Unit comprised of one Pre-Funded Warrant to purchase one Share and one Warrant to purchase one Share. The purchase price to the Investors for each Class A Unit is $ and for each Class B unit is $ . The Prefunded Warrant shall be in the Terms Annexform of Exhibit A attached hereto and the Warrant shall be in the form of Exhibit B attached hereto. Simultaneously The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the issuance Offering. The Company acknowledges and sale agrees that, with respect to any Notice(s) of Exercise (as defined in the Publicly Registered Notes Pre-Funded Warrants) delivered by a Holder (as contemplated defined in the Pre-Funded Warrants) on or prior to 10:00 a.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Trust will issue Company shall deliver the Class A-1 Notes Warrant Shares (as defined in the “Class A-1 Notes”Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Class D Notes Closing Date shall be the Warrant Share Delivery Date (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified as defined in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 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 under 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)”Pre-Funded Warrants) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”)Pre-Funded Warrants. The prospectus relating to Company acknowledges and agrees that the Publicly Registered Notes in Holders are third-party beneficiaries of this covenant of 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 Company. The Company hereby confirms its agreement 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, Placement Agent 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 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 stated in the Terms Annex (the “Time of Sale”), 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 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 thefollows:

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2a A-1 Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Offered Notes and the Class A-1 C Notes, the “Series 2017-2 Notes” or the “Notes”). The Class A-1 C Notes will be sold under a note purchase agreement (and the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorDepositors. The Notes will be issued under an indenture (the “Base Indenture”)) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by 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 will sell the Receivables to the Depositor under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under a separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in that capacity, the “Servicer”) will service services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “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 will also act acts as administrator for the Trust under an administration agreement (the “Administration Agreement”), among ) between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into 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 2017-2 Notes will be perfected under a separate account control agreement (the “Series 2017-2 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2017-2 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration 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 relating to the Publicly Registered Notes and for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “"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 under 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, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C D Notes (together, the “"Class D 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 the 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 stated specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be were issued on the Closing Date specified in the Terms Annex 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 AgreementNotes, 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 Publicly Registered Notes and 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 C Notes (collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be were sold under pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”)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 will were initially be retained by the Depositor. The Class C Notes will be were thereafter sold pursuant to an underwriting agreement. Each of the Notes were issued under pursuant to an indenture (the “"Indenture”), ") between the Trust and an indenture trustee (the “"Indenture Trustee”") identified in the Terms Annex and will be 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 will sell sold the Receivables to the Depositor under pursuant to a purchase agreement (the “"Purchase Agreement”") identified in the Terms Annex and the Depositor will sell sold the Receivables to the Trust under pursuant to a sale and servicing agreement (the “"Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in that such capacity, the “"Servicer”") will service services the Receivables on behalf of the Trust under pursuant to the Sale and Servicing Agreement. Ford Credit will also act acts as administrator for the Trust under 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 the certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter 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”"), 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 under pursuant to Rule 424(b) (“"Rule 424(b)”") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “"Supplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, 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 such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the certain static pool information (the “"Static Pool Information”") relating to prior securitized pools in Annex A 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 stated specified in the Terms Annex (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the information (including any “"free-writing prospectus,” " as defined under 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 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 thethe "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 Settlement 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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company This Exhibit “C” (the this “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of FormationWork Letter”) sets forth the rights and operating under an Amended and Restated Limited Liability Company Agreement, dated as obligations 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 Landlord and the Class C Notes (togetherTenant with respect to planning, 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 Annexengineering, 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 final construction drawings, and the underwriters construction and installation of (i) the Representatives and the other underwriters of the Publicly Registered Notes, the improvements enumerated in Schedule “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 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 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 Notes1”, attached hereto and collectively with the Publicly Registered Notes and the Class A-1 Notesby this reference made a part hereof, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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, 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 which improvements are collectively hereinafter referred to as the “Basic Documents.Building Improvements” 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 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 under 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 sometimes referred to as the “Base Prospectus,” Building Requirements”) and (ii) the initial improvements, not including any Building Improvements, to be made entirely within the Initial Premises, and completed before the Term Commencement Date (the “Tenant Improvements”). Although the Tenant Improvements will be constructed entirely within the Initial Premises, the Landlord and the Base Prospectus as supplemented by Tenant acknowledge and agree that a portion of the Prospectus Supplement required Building Improvements will be constructed within the Initial Premises, while a portion of the Building Improvements will also be constructed outside of the Initial Premises. The portion of the Building Improvements to be filed to satisfy constructed outside of the condition set forth in Rule 172(c) under the Securities Act is Initial Premises are hereinafter referred to as the “ProspectusMezzanine Improvements”. The portion of the Building Improvements to be constructed within the Initial Premises shall hereinafter be referred to as the “Initial Premises Building Improvements.” Any reference The Initial Premises Building Improvements together with the Tenant Improvements shall collectively hereinafter be referred to as the “Initial Premises Work.” The Building Improvements and the Tenant Improvements taken together constitute the “Total Work.” When completed, the Total Work (excluding any of the Tenant’s voice/data cabling and conduit, which shall be and remain the Tenant’s Property during the Term) shall become a part of the Building and owned by the Landlord. The Building Improvements will be provided and installed by the Landlord as set forth herein, at the Landlord’s sole cost and expense, in accordance with the Landlord’s choice of materials (which materials shall not be of a lesser quantity or quality than Building Standard unless allowed by the terms of this Agreement Work Letter) and the cost and expense thereof shall not be charged against any portion of the Tenant Improvement Allowance, or otherwise be required to be paid for by the Tenant. The Tenant Improvements contemplated by this Work Letter, unless otherwise set forth herein will be provided at the Tenant’s sole cost and expense, subject to the Registration StatementLandlord’s contribution of the Tenant Improvement Allowance. The Landlord and the Tenant agree that the Landlord shall, any preliminary prospectus used in connection accordance with the offering terms of this Work Letter, engage one (1) general contractor to perform the Initial Premises Work but such general contractor shall prepare and submit a separate bid and contract for each of the Publicly Registered Notes described Tenant Improvements and the Initial Premises Building Improvements in accordance with Section 5 of this Work Letter. Such Initial Premises Building Improvements and the Terms Annex Mezzanine Improvements (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 ) shall be substantiated by the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A Landlord to the Preliminary Prospectus Supplement and Tenant to have been accomplished, or to be in compliance with the Prospectus Supplement. At standards enumerated in Schedule “1” on or prior to before the applicable 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 stated in the Terms Annex (the “Time of Sale”), 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 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 theperiods identified below.

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2a Notes, Class A-2b A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class C 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 Agreements (defined below). The rules of usage stated specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 Notes (the “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”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and other property of the Trust. Ford Credit will sell Related Security and certain monies due thereunder on or after the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or -distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust under Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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 that such capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the pursuant to 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 pursuant to 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 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 the certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter 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 AgreementAgreements, 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 Depositor has 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 Depositors also has have filed with, or will file with, the Commission under 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 the such 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 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 Depositor 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 Depositor 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 thethe “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. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2, the Class A-3 NotesA-3, the Class A-4 NotesA-4, the Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorDelaware trustee. The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an U.S. Bank National Association, as 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, light trucks and utility vehicles (i) the 2021-A Exchange Note (the “ReceivablesExchange 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 parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor under a an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust under a an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in that this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust under a servicing agreement (the Sale and “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”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 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 Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “"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 under 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, Class A-2b A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C A-4 Notes (together, the “" Publicly Registered Notes”") described in the Terms Annex (the “"Terms Annex”Annex ") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”"Agreement "). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”"Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”"Representatives ") signing this Agreement on behalf of themselves and the such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”"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 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 Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes Notes, (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 collectively with the Publicly Registered Notes and the Class A-1 Notes, the “"Notes”"). The Class A-1 Notes will be sold under pursuant to a note purchase agreement (the “"Class A-1 Note Purchase Agreement”"). The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositor. The Each of the Notes will be issued under 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 a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (the “Receivables”"Receivables ") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor under pursuant to a purchase agreement (the “"Purchase Agreement”") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust under pursuant to a sale and servicing agreement (the “"Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in that such capacity, the “"Servicer”") will service the Receivables on behalf of the Trust under pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under 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 the 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as the “"Basic Documents.” " The Basic Documents 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 “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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 under 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"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 such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the certain static pool information (the “"Static Pool Information”") relating to prior securitized pools in Annex A 1 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 stated specified in the Terms Annex (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the information (including any “"free-writing prospectus,” " as defined under 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 Depositor and the Representatives determine that the original Time of Sale Information 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 thethe "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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company IFCO Systems N.V. (the “DepositorCompany”), formed under the ) has entered into a Second Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC Agreement dated 31 December 2000 (as amended) (the “Certificate of FormationSenior Credit Facility”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as with a number of March 1, 2001 bank creditors (the “Limited Liability Company AgreementSenior Bank Creditors”), executed ) identified herein and represented by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”)Bank One NA, 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 administrative agent (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 “AgreementAdministrative Agent”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission Senior Credit Facility includes, among other things, a term loan facility (the “CommissionTerm Loan”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives a revolving credit facility (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “UnderwritersRevolver”). 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 Company, together with certain of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust its subsidiaries (the “TrustIFCO Group”) identified in have guaranteed the Terms Annex debts and established obligations owed to the Senior Bank Creditors under the Senior Credit Facility by means of a trust agreement Guarantee and Collateral Agreement dated 8 March 2000, as amended (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 NotesGCA”) and the Class D related security documentation. The Company has also issued EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Each of the Notes will be sold under has been guaranteed by a note purchase agreement number of companies in the IFCO Group (together the “Subsidiary Guarantors”). On 25 August 2000, Bromley Acquisition Company, Inc, a Delaware corporation, (“Bromley”) issued a US$6,625,000 9% Subordinated Promissory Note (the “Class A-1 Note Purchase AgreementSeller’s Notes”) to Xxxxxxx Xxxxxx in connection with Bromley’s acquisition of a number of pallet recycling businesses which now form part of the IFCO Group. Bromley is one of the IFCO Group’s U.S. subsidiaries and is a guarantor under the Notes. This term sheet (the “Term Sheet”) sets out the basis upon which the Ad Hoc Committee of Noteholders (the “Ad Hoc Committee”) are prepared to carry out a restructuring (the “Restructuring”) of the Notes and assumes that the existing (as of the date hereof) ordinary equity holders of the Company (the “Current Shareholders”) approve, as required under applicable Dutch law, the Restructuring on the terms set out herein and that the Restructuring will be supported by the Company’s board of directors (the “Board”). The Class D Notes will initially be retained Term Sheet is an agreement in principle and is not intended to create legally binding obligations. The Restructuring contemplated in this Term Sheet remains subject to the execution of definitive documentation, approval by the Depositor. The Notes will be issued Senior Bank Creditors, and the Restructuring remains subject to the sanction of the requisite number of Noteholders referred to under an indenture “Noteholder Undertakings” below and the support of the Schoeller family entities owning in aggregate some 45.5% of the Company’s outstanding voting shares (the “IndenturePrincipal Shareholders”). Accordingly, between the Trust this Term Sheet should not be regarded as an offer to any party which is capable of acceptance by any means. The Ad Hoc Committee has retained Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital and an indenture trustee Close Brothers Corporate Finance Limited (the “Indenture TrusteeHoulihan Close”) identified as its joint financial advisors to assist it in the Terms Annex and will be secured Restructuring. The Ad Hoc Committee is also advised on the legal issues involved with the proposed Restructuring by a pool of retail installment sale contracts for new and used carsCadwalader, light trucks and utility vehicles Xxxxxxxxxx & Xxxx (the “ReceivablesCWT”) and other property CWT’s Dutch and German counsel, Loyens Loeff and Xxxxxxxx Hemmelrath & Partner, respectively. The Ad Hoc Committee’s professional advisors are not advising the Company, the Senior Bank Creditors nor any of the Trust. Ford Credit will sell the Receivables their professional advisors, and make no representation or warranty, whether express or implied, with respect to the Depositor under a purchase agreement (the “Purchase Agreement”) identified completeness or accuracy or any information contained in the Terms Annex and the Depositor will sell the Receivables this Term Sheet or otherwise provided 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, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”)Noteholders. 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.” Company: IFCO Systems N.V. 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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 theIssuer: IFCO Systems N.V.

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2[a], the [Class A-3 NotesA-2b,] Class X-0, the Xxxxx X-0, [Class A-4 Notes, the B] and [Class B Notes and the Class C C] Notes (together, the “Publicly Registered Offered Notes” [or the “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by [an][a second] [amended and established under a restated] trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class D C Notes (the “Class D C Notes”” and, and collectively with the Publicly Registered Offered Notes and the Class A-1 B Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “B and Class A-1 Note Purchase Agreement”). The Class D C Notes will initially be retained by the Depositor. .] The Notes will be issued under an indenture (the “Indenture”), between ) to be entered into by the Trust and an , as 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, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. 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 (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”), among ) to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 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”) 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2a Notes, Class A-2b A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B A-2 Notes and the Class C B 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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the 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 Agreements (defined below). The rules of usage stated specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Notes and the Class A-1 C Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under ) 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and other property of the Trust. Ford Credit will sell Related Security and certain monies due thereunder on or after the Receivables to the Depositor under a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust under Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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 that such capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the pursuant to 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 pursuant to 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 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 the certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter 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 AgreementAgreements, 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 Depositor has 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 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 under in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The 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 Depositors also has have filed with, or will file with, the Commission under 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 the such 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 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 stated specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under 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 Depositor 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 Depositor 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 thethe “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. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes and the Class C Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes”” and, and collectively with the Publicly Registered Offered Notes and the Class A-1 C Notes, the “Series 2019-4 Notes” or the “Notes”). The Class A-1 C Notes will be sold under a note purchase agreement (and the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the DepositorDepositors. The Notes will be issued under an indenture (the “Base Indenture”)) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by 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 will sell the Receivables to the Depositor under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under a separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in that capacity, the “Servicer”) will service services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “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 will also act acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”), among ) between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into 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 2019-4 Notes will be perfected under a separate account control agreement (the “Series 2019-4 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-4 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration 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 relating to the Publicly Registered Notes and for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to 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 Publicly Registered 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 had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined under 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe “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. Ford Credit Auto Receivables Two LLC1.1 The board of directors (“Board”) of the Company refers to the Earlier Announcements in relation to Proposed Acquisition and the Extension. 1.2 Further to the Earlier Announcements, the Board wishes to announce that the Company and the Vendors have agreed to restructure the Proposed Acquisition such that the acquisition of the Target Company shall be via the acquisition of all of the issued and paid-up shares in Altimate Ventures Limited (“AVL”), a Delaware limited liability business company incorporated in the British Virgin Islands (“BVI”), which, in turn, will hold the entire issued and paid-up share capital of the Target Company. 1.3 Accordingly, the Company had, on 6 January 2017 entered into an amending and restatement deed (the “DepositorDeed”)) with the Vendors, formed under to amend and restate the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC SPA in its entirety (the “Certificate of Formation”) SPA, as amended and operating under an Amended and Restated Limited Liability Company Agreementrestated by the Deed, dated shall be referred to hereinafter 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 “AgreementAmended AVL SPA”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission Please refer to Paragraph 2 of this Announcement (the “Commission”) and will be sold Salient Amendments to the applicable underwriters listed in SPA) for further details on the Terms Annex through salient amendments made to the representatives (SPA via the “Representatives”) signing this Agreement on behalf of themselves Deed and the underwriters (Amended AVL SPA. 1.4 The Board also wishes to announce that, in addition to the Representatives Proposed Acquisition, the Company had on 6 January 2017 entered into conditional sale and the other underwriters purchase agreements with each 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 REGL Vendors (as defined below). The rules of usage stated 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 Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 NotesREGL SPA”) and the Class D Notes FSVL Vendors (the as defined below) (“Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “IndentureFSVL SPA”), between pursuant to which the Trust Company shall acquire from the (a) REGL Vendors all of the issued and an indenture trustee paid-up shares (the “Indenture TrusteeREGL Sale Shares”) identified in Rise Expedition Global Limited (“REGL”) (“Proposed REGL Acquisition”); and (b) FSVL Vendors all of the Terms Annex issued and paid-up shares (“FSVL Sale Shares”) in First Star Ventures Limited (“FSVL”) (“Proposed FSVL Acquisition”). 1.5 REGL and FSVL are business companies which will be secured by a pool own, upon completion of retail installment sale contracts for new the Proposed REGL Acquisition and used carsProposed FSVL Acquisition respectively, light trucks and utility vehicles Capital City Ventures Sdn. Bhd. (the “ReceivablesCCVSB”) and other Capital City Frontier Sdn. Bhd. (“CCFSB”) respectively. CCVSB and CCFSB are also engaged in the same business as the Target Company, and have entered into respective joint venture agreements for the derivation of economic benefits from the development of integrated property projects. REGL and FSVL are each 99% owned by Xx. Xxxx Xxxxx Xx, who is a Vendor and an executive director of each of CCVSB and CCFSB, with the remaining 1% in each of REGL and FSVL held by Xx. Xxxx Xxx Xxxx, who is an executive director of each of CCVSB and CCFSB. 1.6 Pursuant to the REGL SPA and the FSVL SPA, the purchase consideration for each of the Trust. Ford Credit will sell REGL Sale Shares and FSVL Sale Shares is US$200, which shall be fully satisfied on Completion in cash. 1.7 Please refer to Paragraph 3 of this Announcement (Information on REGL, CCVSB, FSVL and CCFSB) for further details on 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 capacityProposed REGL Acquisition, 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, 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”)Proposed FSVL Acquisition, and the rules further details on CCVSB 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 under 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 StatementCCFSB.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two Massachusetts RRB Special Purpose Trust BEC-1, a Delaware business trust to be formed (the "Trust"), 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 Massachusetts RRB Special Purpose Trust BEC-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"), by The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and the Massachusetts Development Finance Agency 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 a Certificate Indenture dated as of [ ], 1999 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and The Bank of New York, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the BEC Funding LLC Notes (the "Notes"), issued by BEC Funding LLC, a Delaware limited liability company (the “Depositor”"Note Issuer"), 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 payments received 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 the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositorrespect thereto. The Notes will be issued under an indenture pursuant to a Note Indenture dated as of [ ], 1999 (the “"Note Indenture”"), between the Trust Note Issuer and an indenture trustee 2 The Bank of New York, as Note Trustee (the “Indenture "Note Trustee”) identified "), and purchased by the Trust pursuant to a Note Purchase Agreement dated as of [ ], 1999 (the "Note Purchase Agreement"), between the Note Issuer and the Trust. Each Class of Certificates will correspond to a Class of Notes and will represent fractional undivided beneficial interests in such underlying Class of Notes and the Terms Annex proceeds thereof. The Notes will be secured primarily by, and will be secured payable from, the Transition Property described in the Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by Boston Edison Company, a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles Massachusetts corporation (the “Receivables”) "Company"), pursuant to a Transition Property Purchase and other property Sale Agreement dated as of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement [ ], 1999 (the “Purchase "Sale 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, between 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 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 1933Company, as amended (the “Securities Act”)Seller, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), Note Issuer. The Transition Property will be serviced pursuant to 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 Transition Property Servicing Agreement dated as of the date of this Agreement relating to the Publicly Registered Notes [ ], 1999 (as amended and the offering of notes supplemented from time to time under Rule 415 under time, the Securities Act. The registration statement"Servicing Agreement"), between the Company, as amendedServicer, has been declared effective by and the CommissionNote Issuer. The registration statement, as amended at Capitalized terms used and not otherwise defined herein shall have the time of effectiveness, including all material incorporated by reference therein, is referred respective meanings given 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 them 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 “ProspectusNote Indenture.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLCThe Borrower and the Investor entered into a Securities Purchase Agreement dated as of August 4, a Delaware limited liability company 2008 (the “Depositor”)as amended by Amendment No. 1 thereto, formed under the Amended dated as of February 27, 2009, and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of Formation”) by Amendment No. 2, Consent and operating under an Amended and Restated Limited Liability Company AgreementWaiver thereto, dated as of March 1[ ], 2001 2010 (the “Limited Liability Company AgreementAmendment No. 2”), executed by Ford Motor Credit Company LLCand as the same may be further amended, a Delaware limited liability company (“Ford Credit”), as sole member, proposes modified or supplemented from time 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 (togethertime, the “Publicly Registered NotesPurchase Agreement”) described in pursuant to which 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 AnnexBorrower agreed, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold among other things, to issue to the applicable underwriters listed Investor secured convertible promissory notes (such promissory notes as the same may be amended, modified or supplemented from time to time, together with any promissory notes issued by the Borrower in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notesexchange therefor, 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 stated 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 Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Convertible Notes”) and providing for the Class D Notes payment of interest in kind in the form of additional secured convertible promissory notes (the “Class D Additional Notes”, and collectively together with the Publicly Registered Notes and the Class A-1 Convertible Notes, the “Notes”)) in certain circumstances. The Class A-1 Notes will be sold under a note purchase agreement Capitalized terms used herein without definition are used herein as defined in the Purchase Agreement. Pursuant to Amendment No. 2, the Investor has agreed to consent to the incurrence of additional Indebtedness (the “Class A-1 Note Purchase AgreementBridge Financing”). The Class D Notes will initially be retained ) by the Depositor. The Notes will be issued under an indenture (Borrower and to certain additional amendments, waivers and consents to 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, light trucks and utility vehicles (the “Receivables”) and other property obligations 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 Borrower 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, 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 Notes. In consideration for such amendments, waivers and consents, the Borrower has agreed (i) 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 cause each of its Subsidiaries organized under the Securities Act laws of 1933the United States or any State thereof to enter into this Guaranty Agreement, dated the date hereof, among the Borrower, each of its Subsidiaries party thereto and the Investor, pursuant to which each such Subsidiary has guaranteed the Guranteed Obligations (as amended (herein defined). Each Subsidiary of the “Securities Act”)Borrower 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 rules financing provided to the Borrower by the Investor pursuant to the Notes, and regulations that it will derive substantial benefit from the financing provided to the Borrower pursuant to the Bridge Financing. For and in consideration 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 premises and the offering of notes from time to time under 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 withmutual agreements contained herein and for other good and valuable consideration, 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,” receipt 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 sufficiency 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 Actwhich are hereby acknowledged, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” parties hereto hereby agree 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 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 thefollows:

Introduction. Ford Credit Auto Receivables Two LLCFuelCell Energy, Inc., a Delaware limited liability company corporation (the “DepositorCompany”), formed under proposes to issue and sell to 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”several Underwriters set forth in Schedule C hereto), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes pursuant 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 terms 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 conditions of this agreement Underwriting 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 , an aggregate of themselves and the underwriters (the Representatives and the other underwriters $38,000,000 principal amount 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 stated 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 Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Company’s 8.0% Convertible Senior Unsecured Notes (the “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”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under pursuant to an indenture Indenture dated as of the Closing Date (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the supplemental indenture to be dated the Closing Date, in 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 “DTC Agreement”), between the Trust Company and an indenture trustee DTC. The Notes (as hereinafter defined) are convertible into shares (the “Indenture TrusteeUnderlying Common Stock”) identified in of the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used carscommon stock, light trucks and utility vehicles $0.0001 par value per share (the “ReceivablesCommon Stock”), of the Company, in accordance with the terms of the Notes and the Indenture, 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 and the Underlying Common Stock are collectively referred to herein as the “Securities.” The Company hereby confirms that Lazard Capital Markets LLC (“LCM”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement Xxxxxx, Xxxxxxxx & Company, Incorporated (the “Purchase AgreementSNC”) 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 capacitytogether with LCM, the “ServicerUnderwriters”) will service acted as the Receivables on behalf of Underwriters in accordance with the Trust under the Sale terms and Servicing Agreementconditions hereof. 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 LCM is acting as the securities intermediary will enter into an account control agreement (representative of the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale Underwriters and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively in such capacity is hereinafter referred to as the “Basic DocumentsRepresentative.” The Basic Documents offering and this Agreement are collectively sale of the Notes is hereinafter referred to as the “Transaction DocumentsOffering.” 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 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 under 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two Connecticut RRB Special Purpose Trust CL&P-1, a Delaware business trust to be formed (the "Trust"), 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 Connecticut RRB Special Purpose Trust CL&P-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"), by First Union Trust Company, National Association, as Delaware Trustee (the "Delaware Trustee"), and the State of Connecticut acting through the office of the State Treasurer (the "Financing Authority"), acting as settlor thereunder pursuant to Connecticut General Statutes ss. 16-245 (the "Statute"). The Certificates will be issued pursuant to a Certificate Indenture dated as of March __, 2001 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and First Union Trust Company, National Association, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the CL&P Funding LLC Notes (the "Notes"), issued by CL&P Funding LLC, a Delaware limited liability company (the “Depositor”"Note Issuer"), 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 payments received 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 the 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 stated 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 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 Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositorrespect thereto. The Notes will be issued under an indenture pursuant to a Note Indenture dated as of March __, 2001 (the “"Note Indenture”"), between the Note Issuer and First Union Trust and an indenture trustee Company, National Association, as Note Trustee (the “Indenture "Note Trustee”) identified "), and purchased by the Trust pursuant to a Note Purchase Agreement dated as of March __, 2001 (the "Note Purchase Agreement"), between the Note Issuer and the Trust. Each Class of Certificates will correspond to a Class of Notes and will represent fractional undivided beneficial interests in such underlying Class of Notes (and, in the Terms Annex case of any floating rate Class of Certificates, a swap agreement) and the proceeds thereof. The Notes will be secured primarily by, and will be secured payable from, the Transition Property described in the Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by The Connecticut Light and Power Company, a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles Connecticut corporation (the “Receivables”) "Company"), pursuant to a Transition Property Purchase and other property Sale Agreement dated as of the Trust. Ford Credit will sell the Receivables to the Depositor under a purchase agreement March __, 2001 (the “Purchase "Sale 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, between 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 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 1933Company, as amended (the “Securities Act”)Seller, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), Note Issuer. The Transition Property will be serviced pursuant to 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 Transition Property Servicing Agreement dated as of the date of this Agreement relating to the Publicly Registered Notes March __, 2001 (as amended and the offering of notes supplemented from time to time under Rule 415 under time, the Securities Act. The registration statement"Servicing Agreement"), between the Company, as amendedServicer, has been declared effective by and the CommissionNote Issuer. The registration statement, as amended at Capitalized terms used and not otherwise defined herein shall have the time of effectiveness, including all material incorporated by reference therein, is referred respective meanings given 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 them 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 “ProspectusNote Indenture.” 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 the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A 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 stated in the Terms Annex (the “Time of Sale”), 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 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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “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 listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized Capitalized terms used and herein, but not defined in this Agreement will herein shall have the meanings given them set forth for such terms in Appendix A to the Sale and Servicing Credit Agreement (as defined below). The rules Reference is made to the Credit Agreement dated as of usage stated in the Sale and Servicing Agreement will apply April 18, 2002 (as modified from time 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 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 Publicly Registered Notes and the Class A-1 Notestime, the “Notes”). The Class A-1 Notes will be sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. 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 a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “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 Creditthe Subordinated Creditor, 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 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 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 each lender from time to time under 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 party thereto (the “Prospectus SupplementLenders”) and the Agent, as Administrative Agent and L/C Issuer. Pursuant to the terms of the Credit Agreement, the Senior Creditors have made extensions of credit to the Subordinated Creditor in exchange for which the Subordinated Creditor has made and/or will make certain promises to the Senior Creditors including covenants to subordinate certain Indebtedness owed to the Subordinated Creditor and Liens in favor of the Subordinated Creditor to the Obligations and Indebtedness of the Loan Parties under the Loan Documents and the Liens securing such Obligations. The Subordinated Creditor has extended credit to the Debtor as evidenced by the Subordinated Note (as hereinafter defined) payable to the Subordinated Creditor and secured by the Subordinated Lien (as hereinafter defined). The prospectus relating Senior Creditors, the Agent, and the Subordinated Creditor have agreed to enter into Amendment No. 2 to the Publicly Registered Notes in Credit Agreement dated as of June, 3 2003 (the form first required “Amendment”), pursuant to be filed to satisfy which the condition set forth in Rule 172(c) debt incurred by the Debtor under the Securities Act Subordinated Note would be permitted under the Credit Agreement. It is referred a condition precedent to as the “Base Prospectus,” effectiveness of the Amendment that the Subordinated Creditor and the Base Prospectus as supplemented by Debtor enter into this Agreement. The Subordinated Creditor and 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 Debtor are entering into this Agreement to induce the Registration Statement, any preliminary prospectus used in connection with Senior Creditors to enter into the offering Amendment and to continue to extend credit to the Debtor thereunder. In consideration of the Publicly Registered Notes described in foregoing and for other good and valuable consideration, the Terms Annex (Subordinated Creditor and the “Preliminary Prospectus”) or Debtor, for the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as benefit of the effective date of the Registration Statement or the date of the Preliminary Prospectus or ProspectusSenior Creditors, hereby agree 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 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 stated in the Terms Annex (the “Time of Sale”), 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 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 thefollows:

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “"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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2a NotesA-1, Class A-2b NotesA-2[a], the [Class A-3 NotesA-2b,] Class A-3[,] [and] Class A-4[, the Class A-4 Notes, the B][,]/[and] [Class B Notes C] [and the Class C D] Notes (together, the “Publicly Registered "Offered Notes"[or the "Notes”"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered 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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by [an]/[a second] amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, __________________, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “"Class A-1 B Notes”) ")] [and]/[,] [the Class C Notes (the "Class C Notes")] [and the Class D Notes (the “"Class D Notes”"] and, and collectively with the Publicly Registered Notes Offered Notes[,]/[and] [the Class B Notes] [and the Class A-1 C Notes], the “"Notes”"). The [Class A-1 Notes will be sold under a note purchase agreement (the “B][,]/[and] [Class A-1 Note Purchase Agreement”). The C] [and Class D D] Notes will initially be retained by the Depositor. .] The Notes will be issued under an indenture (the “"Indenture”), between ") to be entered into by the Trust and an __________________, as 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, light trucks and utility vehicles (i) the 20__-___Exchange Note (the “Receivables”"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 parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor under a an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust under a an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in that this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the Sale and "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”), among ") to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 ___________________, 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 Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-________), 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 for the offering of notes from time to time under according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. The registration statementCommission on ______, 20__ (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission under according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), [(a)] at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Preliminary Prospectus”"Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of [together,] 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 Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to 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 Publicly Registered 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 had prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined under 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, subsequent to 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 Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then thethe "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").