Common use of Introduction Clause in Contracts

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Amended and JPMorgan Chase & Co.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 corporation 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 “GuarantorTerms 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, confirm their 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 each the issuance and sale of you the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (individually an the “Agent” Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the “Agents”) with respect to Publicly Registered Notes and the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Class A-1 Notes, Series A, (the “Notes”) and its Global Warrants, Series A ). The Class A-1 Notes will be sold under a note purchase agreement (the “Warrants” and, together with the Notes, the “Program SecuritiesClass A-1 Note Purchase Agreement”). The Program Securities Class D Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19(the “Indenture”), 2016, among between the Company, the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (as may be supplemented or amended from time the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to timethe 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 “Note IndentureServicer”) 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 Warrants will be issued pursuant to Trust Agreement, the provisions of a warrant indenturePurchase Agreement, substantially in the form of Sale and Servicing Agreement, the warrant indenture filed as an exhibit to Indenture, the Registration Statement Administration Agreement and the Control Agreement are collectively referred to below, among as the Company, “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the Guarantor “Transaction Documents.” The Depositor has prepared and Deutsche Bank Trust Company Americasfiled with the Commission under the Securities Act of 1933, as trustee amended (the “Warrant TrusteeSecurities 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 may be supplemented or amended of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to timetime 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) (“Warrant IndentureRule 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 will have in the maturities, interest rates, redemption provisions, if any, and other terms as form first required to be filed to satisfy the condition set forth in supplements Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus referred Supplement required to below and Term Sheets referred be filed to below. The Warrants will have satisfy the exercise prices, exercise dates, expiration dates and other terms as condition set forth in supplements 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 Term Sheetsthe 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”). Program Securities other than Notes or Warrants will have the terms as set forth in supplements If, subsequent to the Prospectus initial Time of Sale, the Depositor and Term Sheets.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. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The 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”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Amended and JPMorgan Chase & Co.Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “GuarantorTerms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, confirm their the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) 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 each the issuance and sale of you the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (individually an the “Agent” Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the “Agents”) with respect to Publicly Registered Notes and the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Class A-1 Notes, Series A, (the “Notes”) and its Global Warrants, Series A ). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Warrants” and, together with the Notes, the “Program SecuritiesClass A-1 Note Purchase Agreement”). The Program Securities Class D Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (Depositor. Each of the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex 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 specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class ▇-▇, ▇▇▇▇▇ ▇-▇, [Class B] and [Class C] Notes (together, the “Offered Notes” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B and Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”). Depositor.] The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333- ), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLC, This amended term sheet (this “Term Sheet”)1 describes the terms of a Delaware limited liability company restructuring (the “CompanyRestructuring”), and JPMorgan Chase & Co.) of: (a) Legacy Reserves Inc., a Delaware corporation (the “GuarantorLegacy Reserves”); (b) Legacy Reserves GP, confirm their agreement with each of you LLC, a Delaware LLC; (individually an “Agent” c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Operating GP LLC, a Delaware LLC; (g) Legacy Reserves Energy Services LLC, a Texas LLC; (h) Legacy Reserves Services LLC, a Texas LLC; (i) Legacy Reserves Marketing LLC, a Texas LLC; (j) Dew Gathering LLC, a Texas LLC; and collectively the “Agents”(k) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term NotesPinnacle Gas Treating LLC, Series A, a Texas LLC (the “Notes”foregoing clauses (a) and its Global Warrantsthrough (k), Series A (the “Warrants” and, together with the Notescollectively, the “Program SecuritiesCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Program Securities Restructuring will be fully and unconditionally guaranteed by accomplished through the Guarantor commencement of cases (the “GuaranteesChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”). The Notes will be issued pursuant This Term Sheet is being agreed to in connection with entry by the provisions of an indenture Debtors and the Supporting Creditors into that certain Amended & Restated Restructuring Support Agreement, dated as of February 19June 13, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) 2019 (as may be amended, supplemented or amended from time modified pursuant to timethe terms thereof, the “Note IndentureRSA”). The Warrants will be issued pursuant Pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the CompanyRSA, the Guarantor parties thereto have agreed to support the transactions contemplated therein and Deutsche Bank Trust Company Americasherein. 1 Unless otherwise indicated herein, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will capitalized terms used but not otherwise defined in this Term Sheet have the maturities, interest rates, redemption provisions, if any, and other meanings ascribed to such terms as set forth in supplements Exhibit A to this Term Sheet or the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise pricesRSA, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsapplicable.

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A[-1[ and JPMorgan Chase & Co.Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), confirm their agreement with each of you the Class C Notes (individually an “Agent” and collectively the “AgentsClass C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, the Class B Notes and the Class C Notes], the “Series A, (20 - Notes” or the “Notes”) ). The [Class B, Class C and its Global Warrants, Series A Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Notes will be issued pursuant Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the provisions Offered Notes as described in the Terms Annex under “Time of an indenture dated as Sale Information” [and (b) at least 48 hours before the Time of February 19Sale, 2016, among a supplement to the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee preliminary prospectus (the “Note TrusteeSupplement”) as described in the Terms Annex under “Time of Sale Information”] (as may be amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or amended from before the time to timethat the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Note IndentureContracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant to If, after the provisions initial Time of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the CompanySale, the Guarantor Depositors and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented Representatives determine that the original Time of Sale Information included an untrue statement of material fact or amended from time omitted to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.state

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Amended and JPMorgan Chase & Co.Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (the “GuarantorPublicly 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”), confirm their agreement . The Publicly Registered Notes will be registered with each of you the Securities and Exchange Commission (individually an “Agent” and collectively the “AgentsCommission”) with respect and will be sold to the issue applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) 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 from time to time by of the Company under Publicly Registered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, Series A, (the “Notes”) and its Global Warrants, Series A ). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Warrants” and, together with the Notes, the “Program SecuritiesClass A-1 Note Purchase Agreement”). The Program Securities will be fully and unconditionally guaranteed by Each of the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex 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 Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial 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 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 “Company”Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and JPMorgan Chase & Co.may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware corporation statutory trust (the “Guarantor”"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"), confirm their agreement . Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Publicly Registered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class A-1 Notes, Series A, (the “"Class A-1 Notes”) and its Global Warrants, Series A (the “Warrants” " and, together with the Publicly Registered Notes, the “Program Securities”"Notes"). The Program Securities Class A-1 Notes will be fully and unconditionally guaranteed by the Guarantor sold pursuant to a note purchase agreement (the “Guarantees”"Class A-1 Note Purchase Agreement"). The Each of the Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 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 Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company LLC, This term sheet (this “Term Sheet”)1 describes the terms of a Delaware limited liability company restructuring (the “CompanyRestructuring”), and JPMorgan Chase & Co.) of: (a) Legacy Reserves Inc., a Delaware corporation (the “GuarantorLegacy Reserves”); (b) Legacy Reserves GP, confirm their agreement with each of you LLC, a Delaware LLC; (individually an “Agent” c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and collectively the “Agents”(j) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term NotesPinnacle Gas Treating LLC, Series A, a Texas LLC (the “Notes”foregoing clauses (a) and its Global Warrantsthrough (j), Series A (the “Warrants” and, together with the Notescollectively, the “Program SecuritiesCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Program Securities Restructuring will be fully and unconditionally guaranteed by accomplished through the Guarantor commencement of cases (the “GuaranteesChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”). The Notes will be issued pursuant This Term Sheet is being agreed to in connection with entry by the provisions of an indenture Debtors and the Supporting Creditors into that certain Restructuring Support Agreement, dated as of February 19June 10, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) 2019 (as may be amended, supplemented or amended from time modified pursuant to timethe terms thereof, the “Note IndentureRSA”). The Warrants will be issued pursuant Pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the CompanyRSA, the Guarantor parties thereto have agreed to support the transactions contemplated therein and Deutsche Bank Trust Company Americasherein. 1 Unless otherwise indicated herein, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will capitalized terms used but not otherwise defined in this Term Sheet have the maturities, interest rates, redemption provisions, if any, and other meanings ascribed to such terms as set forth in supplements Exhibit A to this Term Sheet or the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise pricesRSA, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsapplicable.

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company Nordic Investment Bank (the “CompanyNIB”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their ) confirms its agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below NIB of its Global Medium-Term Notes, Series AD, 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 “Securities 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”), such Notes are limited to the principal amount of securities registered with the Securities and Exchange Commission (the “Commission”) on the Registration Statement (as defined below), which amount is subject to reduction as a result of the sale of other securities of NIB registered under such Registration Statement (such notes herein referred to as “Registered Notes”) and its Global Warrants, Series A (the “Warrants” and, together with Registered Notes and the Notes, 144A Notes are herein referred to collectively as the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “GuaranteesNotes”). The Notes will be issued pursuant to the provisions of an indenture in accordance with a fiscal agency agreement, dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee date hereof (the “Note TrusteeFiscal 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 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 or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant including supplements to the provisions of Prospectus Supplement in preliminary form (each, a warrant indenture“Preliminary Pricing Supplement”) or final form (each, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the a “Warrant TrusteeFinal 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 may 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 supplemented denominated in the currencies or amended 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 be issued, and the terms thereof established, from time to time, time by NIB in accordance with the “Warrant Indenture”Fiscal Agency Agreement and the Procedures (as defined in Section 3(f) hereof). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth be issued only in supplements to the Prospectus referred to below and Term Sheets referred to belowregistered form. The Warrants Bearer notes will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsnot be issued.

Introduction. JPMorgan Chase Financial Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and JPMorgan Chase & Co.Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware corporation statutory trust (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”"Trust"). The Program Securities Trust will be fully governed by [an]/[a second] amended and unconditionally guaranteed restated trust agreement (the "Trust Agreement") to be entered into by the Guarantor Depositor, __________________, as owner trustee (the “Guarantees”"Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, "Indenture") to be entered into by the Guarantor Trust and Deutsche Bank Trust Company Americas__________________, as indenture trustee (the “"Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note Trustee”(the "Exchange Note") issued by CAB East LLC (as may be supplemented or amended from time to time"CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the “Note Indenture”"Titling Companies"). The Warrants will be issued pursuant , 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 provisions of a warrant indenture, substantially in Credit and Security Agreement (the form "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the warrant indenture filed as an exhibit Trust. Ford Credit will sell the Exchange Note to the Registration Statement referred Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to belowbe entered into by Ford Credit and the Depositor, among and the CompanyDepositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the Guarantor "Servicer"), will service the leases and Deutsche Bank Trust Company Americas, as trustee leased vehicles allocated to the Exchange Note (the “Warrant Trustee”"20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.the

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class ▇-▇, ▇▇▇▇▇ ▇-▇, [Class B] and [Class C] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B and Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”). Depositor.] The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333- ), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A[-1[ and JPMorgan Chase & Co.Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), confirm their agreement with each of you the Class C Notes (individually an “Agent” and collectively the “AgentsClass C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, the Class B Notes and the Class C Notes], the “Series A, (20 - Notes” or the “Notes”) ). The [Class B, Class C and its Global Warrants, Series A Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Notes will be issued pursuant Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the provisions Offered Notes as described in the Terms Annex under “Time of an indenture dated as Sale Information” [and (b) at least 48 hours before the Time of February 19Sale, 2016, among a supplement to the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee preliminary prospectus (the “Note TrusteeSupplement”) as described in the Terms Annex under “Time of Sale Information”] (as may be amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or amended from before the time to timethat the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Note IndentureContracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant to If, after the provisions initial Time of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the CompanySale, the Guarantor Depositors and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented Representatives determine that the original Time of Sale Information included an untrue statement of material fact or amended from time omitted to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.state

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program 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 will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor 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 “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-B, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2019-B Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2019-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 2019-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-231819), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days after the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A-1 Notes, Class A-2 Notes and JPMorgan Chase & Co.Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”), confirm their . The Trust is governed by a trust agreement with each of you (individually an “Agent” and collectively the “AgentsTrust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series A, (2018-1 Notes” or the “Notes”) ). The Class C Notes and its Global Warrants, Series A the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-1 Notes will be perfected under a separate account control agreement (the “Series 2018-1 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2018-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be issued pursuant to stated in the provisions Terms Annex and will not be before the date of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee this Agreement (the “Note TrusteeTime of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (as may be supplemented or amended from time to timecollectively, the “Note IndentureTime of Sale Information”). The Warrants If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to the provisions time of a warrant indenture, substantially in entry into the form first new Contract of Sale and the warrant indenture filed as an exhibit “Time of Sale Information” will refer to the Registration Statement referred information available to belowpurchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, among including any information that corrects the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee material misstatements or omissions (the “Warrant Trustee”) (as may be supplemented or amended from time to timenew information, the “Warrant IndentureCorrective 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)”). The Notes will have , within two business days of the maturitiesdate of this Agreement, interest rates, redemption provisions, if any, and other terms as set forth in supplements a final prospectus relating to the Prospectus referred to below Offered Notes (as amended or supplemented and Term Sheets referred to below. The Warrants will have including all documents incorporated by reference in the exercise pricesprospectus, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Notes will be registered with the Securities and Exchange Commission (the “Commission”) and the Notes, other than a portion of the Class C and Class D Notes which is being retained by the Depositors (such Notes purchased by the Underwriters, the “Underwritten Notes”), will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Underwritten Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The 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”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2011-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2011-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Underwritten Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Underwritten Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Underwritten Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Ford Credit 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 "Depositors"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), propose to sell the Class A-1 Notes, Class A-2 Notes, and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust is governed by a second amended and restated trust agreement (the "Trust Agreement") between the Depositors and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”") and its Global Warrants, Series A Class D Notes (the “Warrants” "Class D Notes" and, together collectively with the Offered Notes and the Class C Notes, the “Program Securities”"Series 2025-1 Notes" or the "Notes"). The Program Securities Class C Notes and Class D Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositors. The Notes will be issued pursuant to under a second amended and restated indenture (the provisions of "Base Indenture") and an indenture dated as of February 19supplement (the "Indenture Supplement" and, 2016, among together with the CompanyBase Indenture, the Guarantor "Indenture"), each between the Trust and Deutsche The Bank Trust Company Americasof New York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "Sale and Servicing Agreement") between each Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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 Computershare Trust Company, N.A. (successor in interest to W▇▇▇▇ Fargo Bank, National Association), as back-up servicer (the "Back-up Servicer"). Ford Credit also acts as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") between Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank 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 2025-1 Notes will be supplemented or amended perfected under a separate account control agreement (the "Series 2025-1 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 C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2025-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration Nos. 333-283567, 3▇▇-▇▇▇▇▇▇-▇▇ and 333-283567-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on February 21, 2025 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositors prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Amended and JPMorgan Chase & Co.Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “AgentsPublicly Registered Notes”) with respect to described in the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Terms Annex (the “NotesTerms 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 its Global Warrants, Series A will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “WarrantsRepresentatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Program SecuritiesNotes”). The Program Securities Class A-1 Notes will be fully and unconditionally guaranteed by the Guarantor sold pursuant to a note purchase agreement (the “GuaranteesClass A-1 Note Purchase Agreement”). The Each of the Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex 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 Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Company”"Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The Notes will be issued by a Delaware statutory trust (the "Trust") 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 JPMorgan Chase & Co., will be secured by a Delaware corporation pool of retail installment sale contracts for new and used cars and light trucks (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”"Receivables") and its Global Warrants, Series A (certain other property of the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)Trust. The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has posted certain static pool information (the "Static Pool Information") relating to prior securitized pools to the website listed in the Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant 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 provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Massachusetts RRB Special Purpose Trust 2005-1, a Delaware statutory 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 2005-1 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, which does business as MassDevelopment and the Massachusetts Health and Educational Facilities Authority (each an “Agency,” and, collectively, the “Agencies”), acting jointly as settlors thereunder pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the “Statute”). The Certificates will be issued pursuant to a Certificate Indenture dated as of March 1, 2005 (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 (i) the BEC Funding II, LLC Notes (the “BEC Notes”), issued by BEC Funding II, LLC, a Delaware limited liability company (the “CompanyBEC Note Issuer”), and JPMorgan Chase & Co.the payments received with respect thereto and (ii) the CEC Funding, a Delaware corporation LLC Notes (the “Guarantor”), confirm their agreement with each of you (individually an “AgentCEC Notes” and collectively together with the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term BEC Notes, Series A, (the “Notes”) and its Global Warrants), Series A issued by CEC Funding, LLC, a Delaware limited liability company (the “WarrantsCEC Note Issuer,” and, and together with the NotesBEC Note Issuer, the “Program SecuritiesNote Issuers”), and the payments received with respect thereto. The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The BEC Notes will be issued pursuant to the provisions of an indenture a Note Indenture dated as of February 19March 1, 20162005 (the “BEC Note Indenture”), among between the Company, the Guarantor BEC Note Issuer and Deutsche The Bank Trust Company Americasof New York, as trustee Note Trustee (the “Note Trustee”) ), and purchased by the Trust pursuant to a Note Purchase Agreement, dated as of March 1, 2005 (the “BEC Note Purchase Agreement”), between the BEC Note Issuer and the Trust. The CEC Notes will be issued pursuant to a Note Indenture, dated as of March 1, 2005 (the “CEC Note Indenture,” and together with the BEC Note Indenture, the “Note Indentures”), between the CEC Note Issuer and the Note Trustee, and purchased by the Trust pursuant to a Note Purchase Agreement, dated as of March 1, 2005 (the “CEC Note Purchase Agreement,” and together with the BEC Note Purchase Agreement, the “Note Purchase Agreements”), between the CEC Note Issuer and the Trust. Each Class of Certificates will correspond to a Class of BEC Notes and to a Class of CEC Notes and will represent fractional undivided beneficial interests in such underlying Classes of Notes and the proceeds thereof. The Notes will be secured primarily by, and will be payable from, the Transition Property of each Note Issuer described in the Issuance Advice Letter. Boston Edison Company, a Massachusetts corporation (“Boston Edison”), will sell its Transition Property to the BEC Note Issuer pursuant to a Transition Property Purchase and Sale Agreement dated as of March 1, 2005 (the “BEC Sale Agreement”), between Boston Edison, as seller, and the BEC Note Issuer. Commonwealth Electric Company, a Massachusetts corporation (“Commonwealth Electric,” and with Boston Edison, the “Companies”), will sell its Transition Property to the CEC Note Issuer pursuant to a Transition Property Purchase and Sale Agreement dated as of March 1, 2005 (the “CEC Sale Agreement,” and together with the BEC Sale Agreement, the “Sale Agreements”), between Commonwealth Electric, as seller, and the CEC Note Issuer. The Transition Property sold pursuant to the BEC Sale Agreement will be serviced pursuant to a Transition Property Servicing Agreement dated as of March 1, 2005 (as may be amended and supplemented or amended from time to time, the “Note IndentureBEC Servicing Agreement”). The Warrants will be issued , between Boston Edison, as servicer, and the BEC Note Issuer, and the Transition Property sold pursuant to the provisions CEC Sale Agreement will be serviced pursuant to a Transition Property Servicing Agreement dated as of a warrant indentureMarch 1, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) 2005 (as may be amended and supplemented or amended from time to time, the “Warrant IndentureCEC Servicing Agreement,” and together with the BEC Servicing Agreement, the “Servicing Agreements”), between Commonwealth Electric, as servicer, and the CEC Note Issuer. The Notes will Capitalized terms used and not otherwise defined herein shall have the maturities, interest rates, redemption provisions, if any, and other terms as set forth respective meanings given to them in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsNote Indenture.

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A Notes and JPMorgan Chase & Co.Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”), confirm their . The Trust is governed by an amended and restated trust agreement with each of you (individually an “Agent” and collectively the “AgentsTrust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series A, (2019-1 Notes” or the “Notes”) ). The Class C Notes and its Global Warrants, Series A the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be issued pursuant to stated in the provisions Terms Annex and will not be before the date of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee this Agreement (the “Note TrusteeTime of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (as may be supplemented or amended from time to timecollectively, the “Note IndentureTime of Sale Information”). The Warrants If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to the provisions time of a warrant indenture, substantially in entry into the form first new Contract of Sale and the warrant indenture filed as an exhibit “Time of Sale Information” will refer to the Registration Statement referred information available to belowpurchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, among including any information that corrects the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee material misstatements or omissions (the “Warrant Trustee”) (as may be supplemented or amended from time to timenew information, the “Warrant IndentureCorrective 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)”). The Notes will have , within two business days after the maturitiesdate of this Agreement, interest rates, redemption provisions, if any, and other terms as set forth in supplements a final prospectus relating to the Prospectus referred to below Offered Notes (as amended or supplemented and Term Sheets referred to below. The Warrants will have including all documents incorporated by reference in the exercise pricesprospectus, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company UPFC Auto Receivables Corp. (the “CompanySeller”) proposes to cause UPFC Auto Receivables Trust 2006-A (the “Trust”) to issue and sell $52,000,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), and JPMorgan Chase & Co., a Delaware corporation $94,000,000 principal amount of Class A-2 Notes (the “GuarantorClass A-2 Notes”), confirm their agreement with each ) and $96,000,000 principal amount of you its Class A-3 Notes (individually an the “AgentClass A-3 Notes,” and collectively together with the “Agents”) with respect to Class A-1 Notes and the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Class A-2 Notes, Series A, (the “Notes”) and its Global Warrantsto Deutsche Bank Securities Inc., Series A as underwriter (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “GuaranteesUnderwriter”). The Notes will be issued pursuant to the provisions of an indenture Indenture, to be dated as of February 19June 1, 20162006 (the “Indenture”), among between the Company, the Guarantor Trust and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and trust collateral agent. The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts originated by third-party dealers and then acquired by United Auto Credit Corporation (“UACC”) and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty trucks, sports utility vehicles and vans financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on May 31, 2006 (the “Cutoff Date”), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of June 1, 2006 (the “Sale and Servicing Agreement”) among the Trust, the Seller, UACC, as Servicer, Deutsche Bank Trust Company Americas and Centerone Financial Services LLC, (the “Designated Backup Subservicer”). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and UACC will service the Receivables on behalf of the Trust. The Seller formed the Trust pursuant to a trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated as of June 15, 2006 among the Seller and ▇▇▇▇▇ Fargo Delaware Trust Company, as owner trustee (the “Note Owner Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants owner trust certificate (the “Certificate”), representing a fractional undivided interest in the Trust, will be issued to the Seller pursuant to the provisions of a warrant indenture, substantially in Trust Agreement. The Seller will acquire the form Receivables from UACC pursuant to the terms of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee Sale Agreement (the “Warrant TrusteeSale Agreement”) dated as of June 1, 2006 between the Seller and UACC. UACC has acquired the Receivables from third-party dealers (as may be supplemented or amended from time the “Dealers”) pursuant to timecertain dealer retail agreements between each Dealer and UACC (collectively, the “Warrant IndentureDealer Retail Agreements”). MBIA Insurance Corporation (the “Insurer”) has agreed to indemnify UACC and the Underwriter and UACC and the Underwriter have each agreed to indemnify the Insurer pursuant to an Indemnification Agreement, dated as of June 15, 2006 (the “Indemnification Agreement”). The Notes will be covered by a Note Guaranty Insurance Policy (the “Policy”) issued by the Insurer, pursuant to an Insurance Agreement, dated as of June 15, 2006 (the “Insurance Agreement”) among the Insurer, the Trust, UACC, the Seller, the Indenture Trustee, the Trust Collateral Agent and the Backup Servicer. The Trust will pledge to the Collateral Agent a lien and security interest in all of its right, title and interest in the Spread Account pursuant to the terms of the Spread Account Agreement, dated as of June 15, 2006, among the Trust, the Insurer and the Indenture Trustee, the Trust Collateral Agent and the Collateral Agent. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the maturities, interest rates, redemption provisions, if any, and other terms as meanings set forth in supplements the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined in Section 2(i) below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Spread Account Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement, the Policy and the Sale Agreement. At or prior to the time when sales to purchasers of the Notes were first made to investors by the Underwriter, which was approximately 11:15 a.m. on June 15, 2006 (the “Time of Sale”), the Seller had prepared the Preliminary Prospectus Supplement dated June 5, 2006 to the Prospectus dated June 5, 2006 (along with information referred to below under the caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and Term Sheets referred to Regulations (as defined in Section 2(ii) below), together the “Preliminary Prospectus”). The Warrants will have the exercise pricesIf, exercise dates, expiration dates and other terms as set forth in supplements subsequent to the Prospectus Time of Sale and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements prior to the Closing Date, such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and the Underwriter terminates its old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enters into new Contracts of Sale with investors in the Notes, then the “Preliminary Prospectus” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and Term Sheetsthe Underwriter that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (the “GuarantorFord Credit”), confirm their agreement with each of you proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (individually an “Agent” and collectively together, the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, Series A, (the ” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and its Global Warrants, Series A Exchange Commission (the “Warrants” and, together with Commission”) and will be sold to the 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 Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Owner Trust 2016-A, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-205966), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp”), and Ford Credit Floorplan LLC, a Delaware limited liability company (the “CompanyFCF LLC”), and JPMorgan Chase & Co., a Delaware corporation propose to sell to the Underwriters listed on Schedule I hereto (the “GuarantorUnderwriters”), confirm their agreement with each ): (a) $2,226,791,000 principal amount of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global MediumSeries 2005-Term Notes, Series A, 1 Class A Floating Rate Asset Backed Notes (the “Class A Notes”); and (b) and its Global Warrants, $73,209,000 principal amount of Series A 2005-1 Class B Floating Rate Asset Backed Notes (the “WarrantsClass B Notes” and, together with the Class A Notes, the “Program SecuritiesNotes”), in each case issued by Ford Credit Floorplan Master Owner Trust A (the “Issuer”). FCF Corp and FCF LLC are sometimes referred to in this Underwriting Agreement jointly as the “Transferors” and each individually as a “Transferor”. The Issuer is a Delaware statutory trust formed pursuant to a trust agreement dated as of June 29, 2001 among the Transferors, The Bank of New York, a New York banking corporation as owner trustee (the “Owner Trustee”), and The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), as amended by an amended and restated trust agreement dated as of August 1, 2001 by and among the Transferors, the Owner Trustee and the Delaware Trustee (the “Trust Agreement”). Each Note will represent an obligation of the Issuer and will be secured by assets of the Issuer (as hereinafter described). The assets of the Issuer include, among other things, 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 light-duty truck inventory and the Related Security and certain monies due thereunder on or after the close of business on May 31, 2005 (the “Series Cutoff Date”). The Program Securities assets of the Issuer as of the Series Cutoff Date 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 fully 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 unconditionally guaranteed by the Guarantor restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the “GuaranteesSale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to each Transferor pursuant to an amended and restated receivables purchase agreement between Ford Credit and the applicable Transferor dated as of December 19, 2002 (together, the “Receivables Purchase Agreements”), and in turn transferred by each Transferor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to an amended and restated transfer and servicing agreement dated as of December 19, 2002 among the applicable Transferor, the Servicer and the Issuer (together, the “Transfer and Servicing Agreements”). The Notes will be issued pursuant to the provisions in an aggregate principal amount of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”)$2,300,000,000. The Warrants Notes will be issued pursuant to the provisions of a warrant an indenture, substantially in dated as of August 1, 2001 (the form of “Base Indenture”), between the warrant indenture filed Issuer and JPMorgan Chase Bank, National Association, formerly known as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasThe Chase Manhattan Bank, as indenture trustee (the “Warrant Indenture Trustee”) ), as supplemented by the Series 2005-1 supplement to the Base Indenture, to be dated as of June 7, 2005 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as may be supplemented or 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 from time to timeand restated administration agreement dated as of December 19, 2002 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Warrant IndentureAdministrator”), the Indenture Trustee and the Issuer. The Notes will This Underwriting Agreement, the indemnification agreement dated June 7, 2005 (the “Indemnification Agreement”), among Ford Credit and the Representatives, 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 “Transaction Documents.” Capitalized terms used herein and not otherwise defined have the maturities, interest rates, redemption provisions, if any, and other terms as set forth meanings given them in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsTransaction Documents.

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program 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 will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor 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 “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-A, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”) and its Global Warrants, Series A (the “Warrants” " and, together collectively with the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the "Indenture") to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and JPMorgan Chase & Co.operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “GuarantorClass A-2 Notes”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Class A-3 Notes (the “Class A-3 Notes”) and its Global Warrants, Series A the Class A-4 Notes (the “WarrantsClass A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Program SecuritiesPublicly 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 Program Securities Publicly Registered Notes will be fully registered with the Securities and unconditionally guaranteed by the Guarantor Exchange Commission (the “GuaranteesCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of February 1, 2012, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) 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 B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will be sold pursuant to a note purchase agreement (the “Class B Note Purchase Agreement”). Each of the Notes will be issued pursuant to the provisions of an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2012-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of February 191, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee 2012 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note Trusteeto the Trust pursuant to the Second Tier Sale Agreement, dated as of February 1, 2012 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as may be supplemented or collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of February 1, 2012 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-A, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2018-A Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2018-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-208514), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial 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 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 “Company”Class D Notes (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 such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes were issued on the Closing Date specified in the Terms Annex by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance of the Publicly Registered Notes, the Trust issued the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes were sold pursuant to a note purchase agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class C Notes and the Class D Notes were initially retained by the Depositor. The Class C Notes were thereafter sold pursuant to an underwriting agreement. Each of the Notes were issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and are secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit sold the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor sold the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit also acts as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and JPMorgan Chase & Co.the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a Delaware corporation registration statement on Form S-3 (having the “Guarantor”registration number stated in the Terms Annex), confirm their agreement with each including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Registration Statement referred Securities Act a supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” "Supplement" and, together with the Notesprospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the “Program Securities”"Prospectus Supplement"). The Program 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 fully deemed to refer to and unconditionally guaranteed include any exhibits thereto and any documents incorporated by reference therein, as of the Guarantor effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Guarantees”)"Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. The Notes At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be issued pursuant to specified in the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee Terms Annex (the “Note Trustee”) (as may be supplemented or amended from time to such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the 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 issued pursuant 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 provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-A, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B Notes and the Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2017-A Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 2017-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-208514), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co.▇▇▇▇▇▇ Lease Finance Corporation, a Delaware corporation (the “Guarantor▇▇▇▇▇▇”), confirm their agreement with each of you has formed ▇▇▇▇▇▇ Engine Securitization Trust, a Delaware statutory trust (individually an “Agent” and collectively the “AgentsWEST”) with respect to the ), that will issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium▇▇▇▇▇▇ Engine Securitization Trust Series 2005-Term Notes, Series A, A1 Floating Rate Notes (the “Notes”), in the initial aggregate principal amount of $200,000,000, secured by (among other things) WEST’s indirect ownership interests in certain aircraft engines (“Engines”) and operating leases thereon. WEST will acquire its Global Warrants, Series A indirect ownership interest in the Engines and related leases and other assets from ▇▇▇▇▇▇ pursuant to an asset transfer agreement dated as of the Closing Date (as defined below) (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “GuaranteesAsset Transfer Agreement”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, Closing Date (the Guarantor “Master Indenture”) between WEST and Deutsche Bank Trust Company AmericasAmericas (“Deutsche”), as indenture trustee (in such capacity the “Indenture Trustee”) as supplemented by the Series 2005-A1 supplement thereto dated as of the Closing Date (the “Note Trustee”) (as may be supplemented or amended from time to timeSeries Supplement” and, together with the Master Indenture, the “Note Indenture”), and secured pursuant to a security trust agreement dated as of the Closing Date among WEST and various of WEST’s direct and indirect subsidiaries as grantors, and Deutsche as security trustee (in such capacity the “Security Trustee”). Capitalized terms used herein that are not otherwise defined have the meanings given to them in the Indenture. UBS Securities LLC (“UBSS”) and UBS Limited (“UBSL”), jointly are doing business as UBS Investment Bank (“UBS”), a securities firm engaged in the business of selling securities directly to purchasers or through other securities dealers. WEST proposes to issue and sell the Notes (the “Offered Notes”) to UBS (the “Initial Purchaser”) pursuant to the terms and conditions of this note purchase agreement (this “Agreement”). WEST will offer the Offered Notes through the Initial Purchaser for resale without their being registered under the Act (as defined herein) in reliance upon exemptions provided by Section 4(2) and Rule 144A thereof and Regulation S thereunder (“Regulation S”). The Warrants Offered Notes will be issued pursuant offered for resale by the Initial Purchaser (a) only (i) to persons who are Qualified Institutional Buyers or Institutional Accredited Investors (in each case as defined herein), or (ii) outside the provisions of a warrant indentureUnited States to persons who are non-U.S. persons in reliance upon, substantially and in accordance with, Regulation S (persons satisfying the form of the warrant indenture filed as an exhibit to the Registration Statement referred to belowforegoing requirements, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant IndentureEligible Investors”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as (b) in accordance with any applicable laws and the restrictions set forth in supplements to the Prospectus referred to below Final Offering Memorandum (as defined below) under the headings “Plan of Distribution” and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Transfer Restrictions”.

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-C, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”) and its Global Warrants, Series A (the “Warrants” " and, together collectively with the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the "Indenture") to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “AgentsCommission”) with respect and will be sold to the issue and sale from time to time by underwriters listed in the Company under Terms Annex through the Registration Statement referred to below of its Global Medium-Term Notes, Series A, representatives (the “NotesRepresentatives”) signing this Agreement on behalf of themselves and its Global Warrants, Series A the other underwriters (the “Warrants” and, together with Representatives and the other underwriters of the Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Owner Trust 2020-C, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-225949), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days after the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLCThe Borrower and the Investor entered into a Securities Purchase Agreement dated as of August 4, a Delaware limited liability company 2008 (the as amended by Amendment No. 1 thereto, dated as of February 27, 2009, and by Amendment No. 2, Consent and Waiver thereto, dated as of March [ ], 2010 (“CompanyAmendment No. 2”), and JPMorgan Chase & Co., a Delaware corporation (as the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as same may be further amended, modified or supplemented or amended from time to time, the “Note IndenturePurchase Agreement”). The Warrants will be issued ) pursuant to which the provisions of a warrant indentureBorrower agreed, substantially in the form of the warrant indenture filed as an exhibit among other things, to issue to the Registration Statement referred to below, among Investor secured convertible promissory notes (such promissory notes as the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as same may be amended, modified or supplemented or amended from time to time, together with any promissory notes issued by the Borrower in exchange therefor, the “Warrant IndentureConvertible Notes”) and providing for the payment of interest in kind in the form of additional secured convertible promissory notes (the “Additional Notes”, and together with the Convertible Notes, the “Notes”) in certain circumstances. 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 “Bridge Financing”) by the Borrower and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Purchase Agreement and the Notes. In consideration for such amendments, waivers and consents, the Borrower has agreed (i) to cause each of its Subsidiaries organized under the laws of the United States or any State thereof to enter into 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 herein defined). The Notes will have Each Subsidiary of the maturities, interest rates, redemption provisions, if anyBorrower hereto acknowledges that the Borrower and the Subsidiaries are engaged in related businesses and that it has derived, and other terms as set forth in supplements will continue to derive, substantial benefit from the financing provided to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have Borrower by the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements Investor pursuant to the Prospectus Notes, and Term Sheets. Program Securities other than Notes or Warrants that it will have derive substantial benefit from the terms as set forth in supplements financing provided to the Prospectus Borrower pursuant to the Bridge Financing. For and Term Sheets.in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (the “GuarantorFord Credit”), confirm their agreement with each of you proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (individually an “Agent” and collectively together, the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, Series A, (” or the “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and its Global Warrants, Series A Exchange Commission (the “Warrants” and, together with Commission”) and will be sold to the 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 Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Owner Trust 2020-B, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-225949), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days after the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-D, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”) and its Global Warrants, Series A (the “Warrants” " and, together collectively with the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the "Indenture") to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company IFCO Systems N.V. (the “Company”), ) has entered into a Second Amended and JPMorgan Chase & Co., a Delaware corporation Restated Credit Agreement dated 31 December 2000 (as amended) (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “AgentsSenior Credit Facility”) with respect a number of bank creditors (the “Senior Bank Creditors”) identified herein and represented by Bank One NA, as administrative agent (the “Administrative Agent”). The Senior Credit Facility includes, among other things, a term loan facility (the “Term Loan”) and a revolving credit facility (the “Revolver”). The Company, together with certain of its subsidiaries (the “IFCO Group”) have guaranteed the debts and obligations owed to the issue and sale from time to time by the Company Senior Bank Creditors under the Registration Statement referred to below Senior Credit Facility by means of its Global Medium-Term Notesa Guarantee and Collateral Agreement dated 8 March 2000, Series A, as amended (the “GCA”) and related security documentation. The Company has also issued EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the “Notes”). Each of the Notes has been guaranteed by a number of companies in the IFCO Group (together the “Subsidiary Guarantors”). On 25 August 2000, Bromley Acquisition Company, Inc, a Delaware corporation, (“Bromley”) and its Global Warrants, Series A issued a US$6,625,000 9% Subordinated Promissory Note (the “Warrants” and, together Seller’s Notes”) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 “Program SecuritiesBoard”). The Program Securities will be fully Term Sheet is an agreement in principle and unconditionally guaranteed 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 Guarantor Senior Bank Creditors, and the Restructuring remains subject to the sanction of the requisite number of Noteholders referred to under “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 “GuaranteesPrincipal Shareholders”). Accordingly, this Term Sheet should not be regarded as an offer to any party which is capable of acceptance by any means. The Notes will be issued pursuant Ad Hoc Committee has retained ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital and Close Brothers Corporate Finance Limited (“Houlihan Close”) as its joint financial advisors to assist it in the provisions of an indenture dated as of February 19Restructuring. The Ad Hoc Committee is also advised on the legal issues involved with the proposed Restructuring by Cadwalader, 2016▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (“CWT”) and CWT’s Dutch and German counsel, among Loyens Loeff and ▇▇▇▇▇▇▇▇ Hemmelrath & Partner, respectively. The Ad Hoc Committee’s professional advisors are not advising the Company, the Guarantor Senior Bank Creditors nor any of their professional advisors, and Deutsche Bank Trust Company Americasmake no representation or warranty, as trustee (whether express or implied, with respect to the “Note Trustee”) (as may be supplemented completeness or amended from time accuracy or any information contained in this Term Sheet or otherwise provided to time, the “Note Indenture”)Noteholders. The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). : IFCO Systems N.V. The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.Issuer: IFCO Systems N.V.

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 "Depositors"), propose to sell the Class A-1 Notes and the Class A-2 Notes (together, the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents 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") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes", the "Class C Notes" and the "Class D Notes", respectively, and collectively with the Publicly Registered Notes, the "Notes"). The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued 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") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and assignment agreement (the “Company”"Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer 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 pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and JPMorgan Chase & Co.the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a Delaware corporation registration statement on Form S-3 (having the “Guarantor”registration number stated in the Terms Annex), confirm their agreement with each including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement referred or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to below the time that the Representatives first entered into "contracts of its Global Medium-Term sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities which time will be fully and unconditionally guaranteed by specified in the Guarantor Terms Annex (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to such time, the “Note Indenture”"Time of Sale"), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant 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 provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 "Depositors"), propose to sell the Class A Notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA. The Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. The Notes will be issued 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") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and assignment agreement (the “Company”"Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer 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 pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and JPMorgan Chase & Co.the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a Delaware corporation registration statement on Form S-3 (having the “Guarantor”registration number stated in the Terms Annex), confirm their agreement with each including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement referred or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to below the time that the Representatives first entered into "contracts of its Global Medium-Term sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities which time will be fully and unconditionally guaranteed by specified in the Guarantor Terms Annex (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to such time, the “Note Indenture”"Time of Sale"), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”) and its Global Warrants, Series A (the “Warrants” " and, together collectively with the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the "Indenture") to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes [and the Class A-2b Notes] (the “Class A-2 Notes”), the Class A-3a Notes [and the Class A-3b Notes] (the “Class A-3 Notes”), the Class A-4a Notes [and the Class A-4b Notes ] (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes, (the “Class C Notes”), and JPMorgan Chase & Co., a Delaware corporation the Class D Notes (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Class D Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes, the Class B Notes, and the Class C Notes (the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Program SecuritiesUnderwriters”). 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, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Program Securities Class A-1 Notes will be fully and unconditionally guaranteed by the Guarantor offered under a preliminary offering memorandum (the “GuaranteesPreliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 20__-_ Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of _______, 20__ (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of _______, 20__ (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings 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, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Notes will be issued pursuant to Trust Agreement, the provisions of an indenture Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of February 19November 1, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee 2004 (the “Note TrusteeIntercreditor Agreement”) ), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the 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 may be supplemented or amended of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime 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”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to below and Term Sheets referred be purchased by the investor will refer to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements information available to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have purchaser at the terms as set forth in supplements to time of entry into the Prospectus and Term Sheetsinitial Contract of Sale.

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program 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 will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor 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 “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (the “GuarantorFord Credit”), confirm their agreement with each of you proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (individually an “Agent” and collectively together, the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, Series A, (” or the “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and its Global Warrants, Series A Exchange Commission (the “Warrants” and, together with Commission”) and will be sold to the 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 Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Lease Trust 2021-A, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2021-A Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-231819), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days after the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLCAquilex Acquisition Sub III, LLC and Aquilex Holdings LLC (together, with certain of their subsidiaries, the “Company”)1 are pursuing a Delaware limited liability company proposed financial restructuring (the “Company”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “AgentsRestructuring”) with respect to of the issue Company’s existing debt and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together other obligations in accordance with the Notesterms and conditions set forth in the Restructuring Support Agreement, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19December 23, 20162011, by and among the Company, the Guarantor Consenting Noteholders, the First Lien Agent, the Consenting First Lien Lenders, the Second Lien Agent, the Consenting Second Lien Lenders, the Parent and Deutsche Bank Trust Company Americas, as trustee the Equity Sponsor (the “Note Trustee”) (as may be supplemented or amended from time to timeRestructuring Support Agreement”).2 In connection with the Restructuring, the “Note Indenture”). The Warrants Company will be issued pursuant to the provisions of launch a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee rights offering (the “Warrant TrusteeRights Offering”) with an aggregate offering amount of up to $80 million, pursuant to which Eligible Noteholders will be entitled to receive their pro rata share of subscription rights to acquire New Participating Preferred Units (as may be supplemented or amended from time to time, the “Warrant IndentureRights Offering Units”). The Notes ) that will have represent a percentage interest of the maturities, interest rates, redemption provisions, if any, and other terms New Units on a Fully Diluted Basis (such percentage as set forth in supplements Annex 2 of the Term Sheet). The procedures that follow will govern the ability of Eligible Noteholders to participate in the Rights Offering (such procedures, the “Rights Offering Procedures”). All questions relating to these Rights Offering Procedures (including the ability to participate in the Exchange Offer, the process for consenting to the Prospectus referred amendment to below the Indenture, and Term Sheets referred the process for voting in favor of the Plan), other documents associated with the Rights Offering or the requirements to belowparticipate in the Rights Offering should be directed to Epiq Systems, Inc., the subscription agent (the “Subscription Agent”) retained by the Company at: 1 The entities included in the definition of “Company” are as follows: Aquilex Acquisition Sub III, LLC; Aquilex Holdings LLC; Aquilex Corporation; Aquilex Finance Corp.; Aquilex HydroChem, Inc.; Aquilex HydroChem Industrial Cleaning, Inc.; Aquilex Specialty Repair and Overhaul, Inc.; Aquilex WSI, Inc.; Aquilex SMS, Inc.; Aquilex Welding Services B.V. and Aquilex Welding Services Poland Sp. The Warrants will Z.o.o. 2 Capitalized terms used but not otherwise defined herein shall have the exercise prices, exercise dates, expiration dates and other terms as meanings set forth for such terms in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsRestructuring Support Agreement.

Introduction. JPMorgan Chase Financial Company 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 “Company”"Note Issuer"), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) payments received with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)thereto. The Notes will be issued pursuant to the provisions of an indenture a Note Indenture dated as of February 19March __, 20162001 (the "Note Indenture"), among between the Note Issuer and First Union Trust Company, National Association, as Note Trustee (the "Note Trustee"), 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 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 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 Connecticut corporation (the "Company"), pursuant to a Transition Property Purchase and Sale Agreement dated as of March __, 2001 (the "Sale Agreement"), between the Company, as Seller, and the Guarantor and Deutsche Bank Trust Company AmericasNote Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated as of March __, as trustee (the “Note Trustee”) 2001 (as may be amended and supplemented or amended from time to time, the “Note Indenture”"Servicing Agreement"). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among between the Company, as Servicer, and the Guarantor Note Issuer. Capitalized terms used and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will not otherwise defined herein shall have the maturities, interest rates, redemption provisions, if any, and other terms as set forth respective meanings given to them in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsNote Indenture.

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A Notes and JPMorgan Chase & Co.Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”), confirm their . The Trust is governed by a trust agreement with each of you (individually an “Agent” and collectively the “AgentsTrust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series A, (2017-3 Notes” or the “Notes”) ). The Class C Notes and its Global Warrants, Series A the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-3 Notes will be perfected under a separate account control agreement (the “Series 2017-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2017-3 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be issued pursuant to stated in the provisions Terms Annex and will not be before the date of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee this Agreement (the “Note TrusteeTime of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (as may be supplemented or amended from time to timecollectively, the “Note IndentureTime of Sale Information”). The Warrants If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to the provisions time of a warrant indenture, substantially in entry into the form first new Contract of Sale and the warrant indenture filed as an exhibit “Time of Sale Information” will refer to the Registration Statement referred information available to belowpurchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, among including any information that corrects the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee material misstatements or omissions (the “Warrant Trustee”) (as may be supplemented or amended from time to timenew information, the “Warrant IndentureCorrective 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)”). The Notes will have , within two business days of the maturitiesdate of this Agreement, interest rates, redemption provisions, if any, and other terms as set forth in supplements a final prospectus relating to the Prospectus referred to below Offered Notes (as amended or supplemented and Term Sheets referred to below. The Warrants will have including all documents incorporated by reference in the exercise pricesprospectus, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-B, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2018-B Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2018-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-208514), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (the “GuarantorFord Credit”), confirm their agreement with each of you proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (individually an “Agent” and collectively together, the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, Series A, (the ” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and its Global Warrants, Series A Exchange Commission (the “Warrants” and, together with Commission”) and will be sold to the 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 Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Owner Trust 2017-C, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-205966), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial 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 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 (the “Company”"Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes and JPMorgan Chase & Co.the Class A-4 Notes (the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware corporation statutory trust (the “Guarantor”"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"), confirm their agreement . Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Publicly Registered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class A-1 Notes, Series A, (the “"Class A-1 Notes”") and its Global Warrantsthe Class B Notes, Series A the Class C Notes and the Class D Notes (the “Warrants” "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the “Program Securities”"Notes"). The Program Securities Class A-1 Notes will be fully and unconditionally guaranteed by the Guarantor sold pursuant to a note purchase agreement (the “Guarantees”"Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 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 Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant 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 provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Amended and JPMorgan Chase & Co.Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3[a] Notes, [the Class A-3b Notes], the Class A-4[a] Notes, [the Class A-4b Notes,] the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “GuarantorTerms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”), confirm their agreement . The Publicly Registered Notes will be registered with each of you the Securities and Exchange Commission (individually an “Agent” and collectively the “AgentsCommission”) with respect and will be sold to the issue applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) 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 from time to time by of the Company under Publicly Registered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, Series A, (the “Notes”) and its Global Warrants, Series A ). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Warrants” and, together with the Notes, the “Program SecuritiesClass A-1 Note Purchase Agreement”). The Program Securities will be fully and unconditionally guaranteed by Each of the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). [The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap transactions (each, an “Interest Rate Hedge”) to hedge its interest rate risk.] The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement [and the Interest Rate ▇▇▇▇▇▇] 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 in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex 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 specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.first new Contract of Sale

Introduction. JPMorgan Chase Financial The Borrower has previously issued a series of 12% Convertible Senior Subordinated Debentures due 1998 (collectively, the "Old Debentures"). As required under the Old Debentures, the obligations of the Borrower to the holder of the Old Debentures were secured by liens against assets of the Borrower pursuant to this Agreement. In connection with certain waivers granted by the holder of the Old Debentures, the Borrower issued to such holder certain interest notes (collectively, the "Old Interest Notes") which also were secured by liens against assets of the Borrower pursuant to this Agreement. The Borrower intends to issue (i) up to $3,583,333 in aggregate principal amount of its Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class A Debentures"), (ii) $1,500,000 in aggregate principal amount of its Amended and Restated Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B Debentures") in exchange for the surrender of the Old Debentures, and (iii) $45,000 in aggregate principal amount of its 13% Senior Subordinated Interest Notes (the "Interest Notes") in exchange for the surrender of the Old Interest Notes. Pursuant to the terms of the Class A Debentures, in lieu of cash interest otherwise payable thereon, the Company LLCwill issue to the holders of the Class A Debentures additional Class A Debentures (the "Class A Accrued Interest Debentures"). Pursuant to the terms of the Class B Debentures, in lieu of cash interest otherwise payable thereon, the Company will issue to the holders of the Class B Debentures additional Class B Debentures (the "Class B Accrued Interest Debentures"). Pursuant to the terms of the Class A Debentures, the Class B Debentures, the Class A Accrued Interest Debentures, the Class B Accrued Interest Debentures and the Interest Notes (each, a Delaware limited liability company ("Debenture" and, collectively, the “Company”"Debentures"), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each obligations of you (individually an “Agent” and collectively the “Agents”) with respect Company to the issue and sale from time Holders of the Debentures are to time be secured by liens on assets of the Company. Accordingly, the Company under the Registration Statement referred and Cerberus hereby agree to below of its Global Medium-Term Notes, Series A, (the “Notes”) amend and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated restate this Agreement as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsprovided herein.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and JPMorgan Chase & Co.operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “GuarantorClass A-2a Notes”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Class A-2b Notes (the “Class A-2b Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Class A-2a Notes, the “Program SecuritiesClass A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Program Securities Publicly Registered Notes will be fully registered with the Securities and unconditionally guaranteed by the Guarantor Exchange Commission (the “GuaranteesCommission”) 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 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 April 1, 2015, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the Class A-1 Notes and the Class B, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2015-A Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. The Class B and Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as may be supplemented or of April 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of April 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of April 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime 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”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to below and Term Sheets referred be purchased by the investor will refer to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements information available to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have purchaser at the terms as set forth in supplements to time of entry into the Prospectus and Term Sheetsinitial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-B, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B Notes and the Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2017-B Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 2017-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-208514), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and JPMorgan Chase & Co.operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “GuarantorClass A-2 Notes”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Class A-3 Notes (the “Class A-3 Notes”) and its Global Warrants, Series A the Class A-4 Notes (the “WarrantsClass A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Program SecuritiesPublicly 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 Program Securities Publicly Registered Notes will be fully registered with the Securities and unconditionally guaranteed by the Guarantor Exchange Commission (the “GuaranteesCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 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 Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “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 B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, “Indenture”) between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) and will be secured by (i) the 2011-B Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as may be supplemented or of October 1, 2011 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of October 1, 2011 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note IndentureTime of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions 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 warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (the “GuarantorFord Credit”), confirm their agreement with each of you proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (individually an “Agent” and collectively together, the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Offered Notes, Series A, (the ” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and its Global Warrants, Series A Exchange Commission (the “Warrants” and, together with Commission”) and will be sold to the 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 Offered Notes, the “Program SecuritiesUnderwriters”). The Program Securities Offered Notes will be fully and unconditionally guaranteed issued by the Guarantor Ford Credit Auto Owner Trust 2017-A, a Delaware statutory trust (the “GuaranteesTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-205966), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company Each of Ford Credit 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 “Company”"Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Notes will be 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 JPMorgan Chase & Co.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 (the “Guarantor”"Ford"), confirm their to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement with each between Ford and Ford Credit dated as of you June 1, 2001 (individually an “Agent” the "Sale and collectively the “Agents”) with respect Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the issue Depositors pursuant to separate receivables purchase agreements between Ford Credit and sale from time 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 time the Issuer and serviced for the Issuer by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Ford Credit (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notesin such capacity, the “Program Securities”)"Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Program Securities Notes will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)issued in an aggregate principal amount of $2,250,000,000. The Notes will be issued pursuant to the provisions of an indenture indenture, dated as of February 19August 1, 20162001 (the "Base Indenture"), among between the CompanyIssuer and JPMorgan Chase Bank, the Guarantor and Deutsche Bank Trust Company AmericasN.A., as indenture trustee (the “Note "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") 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 may be supplemented or amended of the date of this Agreement relating to the Notes and the offering of notes from time to time, time in accordance with Rule 415 under the “Note Indenture”)Securities Act. The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americasregistration statement, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to timeamended, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.has been declared effective by the

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Company”"Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (such Agreement, the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Notes will be issued by a Delaware statutory trust (the "Trust") 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 JPMorgan Chase & Co., will be secured by a Delaware corporation pool of motor vehicle retail installment sale contracts for new and used automobiles and trucks (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”"Receivables") and its Global Warrants, Series A (certain other property of the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)Trust. The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") by and among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, 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 Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act") and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes that are required to be supplemented or amended registered with the Commission (the "Publicly Registered Notes") and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act ("Exempt Notes", and the Exempt Notes together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the 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 such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. At or prior to the time that the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the date of this Agreement, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors of the Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant deemed to the provisions of a warrant indenture, substantially be amended to include such Corrective Information in the form Time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsSale Information.

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-A, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, confirm their agreement as owner trustee (the "Owner Trustee"). Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”) and its Global Warrants, Series A (the “Warrants” " and, together collectively with the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the "Indenture") to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 26, 2024 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company 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 “Company”"Note Issuer"), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) payments received with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)thereto. The Notes will be issued pursuant to a Note Indenture dated on or about May 17, 2001 (the provisions "Note Indenture"), between the Note Issuer and The Bank of an indenture New York, as Note Trustee (the "Note Trustee"), and purchased by the Trust pursuant to a Note Purchase Agreement dated as of February 19on or about May 17, 20162001 (the "Note Purchase Agreement"), among between the Note Issuer and the Trust. The Certificates will represent fractional undivided beneficial interests in the underlying Notes and the proceeds thereof. The Notes will be secured primarily by, and will be 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 Massachusetts corporation (the "Company"), pursuant to a Transition Property Purchase and Sale Agreement dated on or about May 17, 2001 (the "Sale Agreement"), between the Company, as Seller, and the Guarantor and Deutsche Bank Trust Company AmericasNote Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated on or about May 17, as trustee (the “Note Trustee”) 2001 (as may be amended and supplemented or amended from time to time, the “Note Indenture”"Servicing Agreement"). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among between the Company, as Servicer, and the Guarantor Note Issuer. Capitalized terms used and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will not otherwise defined herein shall have the maturities, interest rates, redemption provisions, if any, and other terms as set forth respective meanings given to them in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsNote Indenture.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-A, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B Notes and the Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as (the “Indenture”) to be entered into by the Trust and The Bank of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company AmericasNew York Mellon, as indenture trustee (the “Note Indenture Trustee”), 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”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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”) to be supplemented or amended from time entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to timebe 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 “Note IndentureAsset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-205966), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A Notes and the Class 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 such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program 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 will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor 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 “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “CompanyDepositor”), and JPMorgan Chase & Co.wholly owned by Ford Motor Credit Company LLC, a Delaware corporation limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “GuarantorCommission”) and will be sold to the 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2016-A, confirm their agreement with each of you a Delaware statutory trust (individually an “Agent” and collectively the “AgentsTrust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities Class B Notes and the Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, “Indenture”) to be entered into by the Guarantor Trust and Deutsche U.S. Bank Trust Company AmericasNational Association, as indenture trustee (the “Note Indenture Trustee”), and will be secured by (i) the 2016-A Exchange Note (as may be supplemented or amended from time to timethe “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 IndentureSupplement”) 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 Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2016-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, 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 2016-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Warrants will be issued pursuant Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the provisions Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a warrant indentureregistration statement on Form SF-3 (Registration No. 333-208514), substantially in the including a form of prospectus and all amendments that are required as of the warrant indenture filed as an exhibit to date of this Agreement for the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Warrant IndentureRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the maturities“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, interest ratesincluding any information that corrects the material misstatements or omissions (the new information, redemption provisionsthe “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 anyan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, and other terms as set forth in supplements “Time of Sale” will refer to the Prospectus referred time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to below and Term Sheets referred be purchased by that investor will refer to belowinformation available to that investor at the time of entry into the initial Contract of Sale. The Warrants Depositor will have prepare and file with the exercise pricesCommission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), exercise dateswithin two business days of the date of this Agreement, expiration dates and other terms as set forth in supplements a final prospectus relating to the Prospectus Offered Notes (as amended or supplemented and Term Sheets. Program Securities other than Notes or Warrants will have including all documents incorporated by reference in the terms as set forth in supplements to prospectus, the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company 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 [ ], 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 “Company”"Note Issuer"), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) payments received with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)thereto. The Notes will be issued pursuant to a Note Indenture dated on or about May [ ], 2001 (the provisions "Note <PAGE> Indenture"), between the Note Issuer and The Bank of an indenture New York, as Note Trustee (the "Note Trustee"), and purchased by the Trust pursuant to a Note Purchase Agreement dated as of February 19on or about May [ ], 20162001 (the "Note Purchase Agreement"), among between the Note Issuer and the Trust. The Certificates will represent fractional undivided beneficial interests in the underlying Notes and the proceeds thereof. The Notes will be secured primarily by, and will be 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 Massachusetts corporation (the "Company"), pursuant to a Transition Property Purchase and Sale Agreement dated on or about May [ ], 2001 (the "Sale Agreement"), between the Company, as Seller, and the Guarantor and Deutsche Bank Trust Company AmericasNote Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated on or about May [ ], as trustee (the “Note Trustee”) 2001 (as may be amended and supplemented or amended from time to time, the “Note Indenture”"Servicing Agreement"). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among between the Company, as Servicer, and the Guarantor Note Issuer. Capitalized terms used and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will not otherwise defined herein shall have the maturities, interest rates, redemption provisions, if any, and other terms as set forth respective meanings given to them in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsNote Indenture.

Introduction. JPMorgan Chase Financial Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3, Class A-4, [Class B] and JPMorgan Chase & Co.[Class C] Notes (together, the "Offered Notes" [or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20__-__, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by [an][a second] [amended and restated] trust agreement (the "Trust Agreement") to be entered into by the Depositor and __________________, confirm their agreement as owner trustee (the "Owner Trustee"). [Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class B Notes (the “"Class B Notes”") and its Global Warrants, Series A the Class C Notes (the “Warrants” "Class C Notes" and, together collectively with the Offered Notes and the Class B Notes, the “Program Securities”"Notes"). The Program Securities Class B and Class C Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”). Depositor.] The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the Company, "Indenture") to be entered into by the Guarantor Trust and Deutsche Bank Trust Company Americas__________________, as indenture trustee (the “Note "Indenture Trustee”"), 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") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as may servicer, and the Trust. Ford Credit 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") to be supplemented or amended entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and ___________________, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and _____________, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-________), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on ______, 20__ (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A Notes and JPMorgan Chase & Co.Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”), confirm their . The Trust is governed by an amended and restated trust agreement with each of you (individually an “Agent” and collectively the “AgentsTrust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series A, (2019-4 Notes” or the “Notes”) ). The Class C Notes and its Global Warrants, Series A the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-4 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-4 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be issued pursuant to stated in the provisions Terms Annex and will not be before the date of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee this Agreement (the “Note TrusteeTime of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (as may be supplemented or amended from time to timecollectively, the “Note IndentureTime of Sale Information”). The Warrants If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to the provisions time of a warrant indenture, substantially in entry into the form first new Contract of Sale and the warrant indenture filed as an exhibit “Time of Sale Information” will refer to the Registration Statement referred information available to belowpurchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, among including any information that corrects the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee material misstatements or omissions (the “Warrant Trustee”) (as may be supplemented or amended from time to timenew information, the “Warrant IndentureCorrective 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)”). The Notes will have , within two business days after the maturitiesdate of this Agreement, interest rates, redemption provisions, if any, and other terms as set forth in supplements a final prospectus relating to the Prospectus referred to below Offered Notes (as amended or supplemented and Term Sheets referred to below. The Warrants will have including all documents incorporated by reference in the exercise pricesprospectus, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Company LLCGreat Basin Scientific, Inc., a Delaware limited liability company corporation (the “Company”), proposes to issue and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect sell to the issue purchasers, pursuant to the terms and sale from time to time by the Company under the Registration Statement referred to below conditions of its Global Medium-Term Notes, Series A, this Placement Agent Agreement (the this “NotesAgreement”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially Subscription Agreements in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee Exhibit A attached hereto (the “Warrant TrusteeSubscription Agreements”) entered into with the purchasers identified therein (as may be supplemented or amended from time to timeeach a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of: (i) [●] Class A Units (the “Class A Units”) consisting of (A) [●] authorized but unissued shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”) and (B) [●] Series E Warrants (the “Class A Series E Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Class A Series E Warrant IndentureShares”); and (ii) [●] Class B Units (the “Class B Units” and together with the Class A Units, the “Units”) consisting of (A) [●] Pre-funded Series F Warrants (the “Series F Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Series F Warrant Shares”) and (B) [●] Series E Warrants (the “Class B Series E Warrants” and together with the Class A Series E Warrants, the “Series E Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Class B Series E Warrant Shares” and together with the Class A Series E Warrant Shares, the “Series E Warrant Shares”). Each Class A Unit will consist of one Share and one Class A Series E Warrant. Each Class B Unit will consist of one Series F Warrant and one Class B Series E Warrant. The Notes will have Series E Warrants and the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus Series F Warrants are collectively referred to below as the “Warrants.” The Units, the Shares, the Warrants and Term Sheets the Series F Warrant Shares and are collectively referred to belowas the “Securities.” The Units will not be separately issued or certificated and the Securities shall be immediately separable and transferable upon issuance. The Warrants will have Series E Warrant Shares are referred to as the exercise prices“Delayed Exercise Warrant Shares.” The form of the Series E Warrant is attached hereto as Exhibit B. The form of the Series F Warrant is attached hereto as Exhibit C. The Company hereby confirms its agreement with ▇▇▇▇ Capital Partners, exercise dates, expiration dates and other terms LLC (the “Placement Agent”) to act as set forth Placement Agent in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have accordance with the terms as set forth in supplements to the Prospectus and Term Sheetsconditions hereof.

Introduction. JPMorgan Chase Financial Company Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Company”"Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Notes registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Public Note Underwriters"). The Notes exempt from registration pursuant to Section 3(a)(3) of the Securities Act of 1933, as amended (the "Act"), as set forth in the Terms Annex, will be sold to the applicable underwriters listed in the Terms Annex (the "Exempt Note Underwriters" and together with the Public Note Underwriters, the "Underwriters"). The 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 JPMorgan Chase & Co., will be secured by a Delaware corporation pool of retail installment sale contracts for new and used cars and light trucks (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”"Receivables") and its Global Warrants, Series A (certain other property of the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)Trust. The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or amended more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Act and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act (the "Exempt Notes," and together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the 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 such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. The Depositor has posted certain static pool information (the "Static Pool Information") relating to prior securitized pools to the website listed in the Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the date of this Agreement, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors of the Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant deemed to the provisions of a warrant indenture, substantially be amended to include such Corrective Information in the form Time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term SheetsSale Information.

Introduction. JPMorgan Chase Financial 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 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 (the “Company”"Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and JPMorgan Chase & Co.the Class D Notes (the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware corporation statutory trust (the “Guarantor”"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"), confirm their agreement . Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Publicly Registered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class A-1 Notes, Series A, (the “"Class A-1 Notes”) and its Global Warrants, Series A (the “Warrants” " and, together with the Publicly Registered Notes, the “Program Securities”"Notes"). The Program Securities Class A-1 Notes will be fully and unconditionally guaranteed by the Guarantor sold pursuant to a note purchase agreement (the “Guarantees”"Class A-1 Note Purchase Agreement"). The Each of the Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among (the Company, "Indenture") between the Guarantor Trust and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note "Indenture Trustee”") 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 certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as may be supplemented or administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 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 Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Note Indenture”"Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). The Warrants If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be issued pursuant 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 provisions time of a warrant indenture, substantially in 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 form time of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsentry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co.NYMT Securities Corporation, a Delaware corporation (the “GuarantorDepositor”) proposes to form one or more real estate mortgage investment conduits (each, a “Trust”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale which will issue, from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notestime, securities entitled New York Mortgage Trust, Series A2005-[ ], Mortgage-Backed Notes (the “Notes”) and its Global Warrantsin one or more series (each, Series A a “Series”). Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “WarrantsMortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), dated as of [ ], 2005 set forth in the applicable Terms Agreement (as hereinafter defined), between the Depositor, as purchaser, and New York Mortgage Funding, LLC, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture to be dated as set forth in the applicable Terms Agreement (the “Indenture” and, together with this Agreement, the Notesrelated Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement, the “Program SecuritiesAgreements”), among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the related Terms Agreement. The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “Subclass”, respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner of the Trust. Each offering of Notes will be made through [ ], (the “Representative”), for itself and for the other underwriters, if any, listed in the related Terms Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Notes, it will enter into an agreement (the “Terms Agreement”) providing for the sale of such Notes to, and the purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as having authorized the Representative to enter into such Terms Agreement on their behalf (in each case, collectively, the “Underwriters”). The Program Securities Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Agreements, the Classes or Subclasses of Notes subject to this Agreement, the price at which such Notes are to be purchased by the Representative and each of the Underwriters from the Depositor, the aggregate amount of Notes to be purchased by the Representative and each Underwriter and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)determined. The Notes will Terms Agreement, which shall be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of Exhibit A hereto, which may take the warrant indenture filed form of an exchange of any standard form of written telecommunication between the Representative and the Depositor. Each offering of Notes will be governed by this Agreement, as an exhibit supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the Registration Statement referred benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to belowa Terms Agreement, among the CompanyDelivery Date, the Guarantor related Agreements and Deutsche Bank Trust Company AmericasUnderwriters shall refer to the Terms Agreement, Delivery Date, the related Agreements and Underwriter or Underwriters, as trustee (the “Warrant Trustee”) (as case may be supplemented or amended from time to timebe, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements relating to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetsrelated Series of Notes.

Introduction. JPMorgan Chase Financial Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2025-A, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, confirm their agreement The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”") and its Global Warrants, Series A Class D Notes (the “Warrants” "Class D Notes" and, together collectively with the Class C Notes and the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes and Class D Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, the Guarantor and Deutsche Bank Trust Company AmericasNational Association, as indenture trustee (the “"Indenture Trustee"), and will be secured by (i) the 2025-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2025-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee”, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as may 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 2025-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 supplemented or amended entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ 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 Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company Each of Ford Credit 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 “Company”"Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Notes will be 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 JPMorgan Chase & Co.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 (the “Guarantor”"Ford"), confirm their to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement with each between Ford and Ford Credit dated as of you June 1, 2001 (individually an “Agent” the "Sale and collectively the “Agents”) with respect Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the issue Depositors pursuant to separate receivables purchase agreements between Ford Credit and sale from time 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 time the Issuer and serviced for the Issuer by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Ford Credit (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notesin such capacity, the “Program Securities”)"Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Program Securities Notes will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”)issued in an aggregate principal amount of $1,500,000,000. The Notes will be issued pursuant to the provisions of an indenture indenture, dated as of February 19August 1, 20162001 (the "Base Indenture"), among between the CompanyIssuer and JPMorgan Chase Bank, the Guarantor and Deutsche Bank Trust Company AmericasN.A., as indenture trustee (the “Note "Indenture Trustee”"), as supplemented by the Series 2006-3 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") 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 may be supplemented or amended of the date of this Agreement relating to the Notes and the offering of notes from time to time, time in accordance with Rule 415 under the “Note Indenture”)Securities Act. The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americasregistration statement, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to timeamended, the “Warrant Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.has been declared effective by the

Introduction. JPMorgan Chase Financial Ford Credit 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 “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “CompanyFord Credit”), propose to sell the Class A Notes and JPMorgan Chase & Co.Class B Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters 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 Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware corporation statutory trust (the “GuarantorTrust”), confirm their . The Trust is governed by a trust agreement with each of you (individually an “Agent” and collectively the “AgentsTrust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series A, (2018-2 Notes” or the “Notes”) ). The Class C Notes and its Global Warrants, Series A the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “WarrantsBase Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the NotesBase Indenture, the “Program SecuritiesIndenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility 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 under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit 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 ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-2 Notes will be perfected under a separate account control agreement (the “Series 2018-2 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Program Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2018-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities will be fully Act of 1933 (together with the rules and unconditionally guaranteed regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Guarantor Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “GuaranteesRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be issued pursuant to stated in the provisions Terms Annex and will not be before the date of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee this Agreement (the “Note TrusteeTime of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (as may be supplemented or amended from time to timecollectively, the “Note IndentureTime of Sale Information”). The Warrants If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will be issued pursuant refer to the provisions time of a warrant indenture, substantially in entry into the form first new Contract of Sale and the warrant indenture filed as an exhibit “Time of Sale Information” will refer to the Registration Statement referred information available to belowpurchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, among including any information that corrects the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee material misstatements or omissions (the “Warrant Trustee”) (as may be supplemented or amended from time to timenew information, the “Warrant IndentureCorrective 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)”). The Notes will have , within two business days of the maturitiesdate of this Agreement, interest rates, redemption provisions, if any, and other terms as set forth in supplements a final prospectus relating to the Prospectus referred to below Offered Notes (as amended or supplemented and Term Sheets referred to below. The Warrants will have including all documents incorporated by reference in the exercise pricesprospectus, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets“Prospectus”).

Introduction. JPMorgan Chase Financial Each of Ford Credit 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 “Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “CompanySale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), 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 pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and JPMorgan Chase & Co., a Delaware corporation the rules and regulations of the Commission under the Securities Act (the “GuarantorRules and Regulations”), confirm their agreement with each a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of you (individually an “Agent” prospectus and collectively all amendments that are required as of the “Agents”) with respect date of this Agreement relating to the issue Publicly Registered Notes and sale the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Company Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Registration Statement referred Securities Act a prospectus supplement relating to below of its Global Medium-Term Notes, Series A, the Publicly Registered Notes (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program SecuritiesProspectus Supplement”). The Program 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 will be fully Act is referred to as the “Base Prospectus,” and unconditionally guaranteed the Base Prospectus as supplemented by the Guarantor 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 “GuaranteesPreliminary Prospectus”). The Notes ) or the Prospectus will be issued pursuant deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the provisions time that the Representatives first entered into “contracts of an indenture dated as sale” (within the meaning of February 19, 2016, among Rule 159 under the CompanySecurities Act, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note TrusteeContracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (as may be supplemented or amended from time to such time, the “Note IndentureTime of Sale”), the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). The Warrants will be issued pursuant If, subsequent to the provisions initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a warrant indenturematerial fact necessary in order to make the statements therein, substantially in the form light of the warrant indenture filed as an exhibit circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Registration Statement referred to below, among time of entry into the Company, the Guarantor first new Contract of Sale and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”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 (as may be supplemented or amended from time to timesuch new information, the “Warrant IndentureCorrective Information”)) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. The Notes 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 have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements refer to the Prospectus referred time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to below and Term Sheets referred Publicly Registered Notes to below. The Warrants be purchased by such investor will have refer to information available to such purchaser at the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheetstime of entry into such initial Contract of Sale.

Introduction. JPMorgan Chase Financial Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (the “Company”"Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and JPMorgan Chase & Co.Class B Notes (together, the "Offered Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters 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 Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-A, a Delaware corporation statutory trust (the “Guarantor”"Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, confirm their agreement The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue issuance and sale from time to time by of the Company under Offered Notes as contemplated in this Agreement, the Registration Statement referred to below of its Global Medium-Term Notes, Series A, Trust will issue the Class C Notes (the “"Class C Notes”") and its Global Warrants, Series A Class D Notes (the “Warrants” "Class D Notes" and, together collectively with the Class C Notes and the Offered Notes, the “Program Securities”"Notes"). The Program Securities Class C Notes and Class D Notes will initially be fully and unconditionally guaranteed retained by the Guarantor (the “Guarantees”)Depositor. The Notes will be issued pursuant to the provisions of under an indenture dated as of February 19, 2016, among (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, the Guarantor and Deutsche Bank Trust Company AmericasNational Association, as indenture trustee (the “"Indenture Trustee"), and will be secured by (i) the 2024-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2024-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee”, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as may grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2024-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be supplemented or amended entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ 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 Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to timetime according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Note Indenture”"Registration Statement"). The Warrants Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be issued pursuant stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the provisions time of a warrant indentureentry 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, substantially 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 form Time of Sale Information. However, for the warrant indenture filed as purposes of Section 7, if an exhibit 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 Registration Statement referred time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to belowbe 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)"), among within two business days after the Companydate 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 Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”"Prospectus"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

Introduction. JPMorgan Chase Financial Company LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co., a Delaware Maryland corporation (the “GuarantorDepositor”), confirm their agreement with proposes to sell to Bear ▇▇▇▇▇▇▇ & Co., Inc., Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (each of you (individually an “AgentUnderwriter” and collectively collectively, the “AgentsUnderwriters”) with respect to the issue and sale from time to time by class principal amount or class notional amount of the Company under the Registration Statement referred to below of its Global Medium-Term NotesFieldstone Mortgage Investment Trust, Series A, 2006-1 Mortgage-Backed Notes (the “Notes”) and its Global Warrants), Series A identified in the pricing supplement, a form of which is attached as Schedule I hereto (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “GuaranteesPricing Supplement”). The Notes will be issued pursuant to a Transfer and Servicing Agreement (the provisions of “Transfer and Servicing Agreement”) and an indenture dated as of February 19(the “Indenture”) by and among Fieldstone Mortgage Investment Trust, 2016Series 2006-1, among a Delaware statutory trust (the Company“Issuing Entity”), the Guarantor and Deutsche Bank Trust Company Americas, as an indenture trustee (the “Note Indenture Trustee”) ), and a trust administrator (as may be supplemented or amended from time to time, the “Note IndentureTrust Administrator”). The Warrants will be issued Issuing Entity has been created pursuant to a trust agreement (the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as “Trust Agreement”) by and between an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as owner trustee (the “Warrant Owner Trustee”), the Depositor and Trust Administrator. The Notes will generally be payable out of the cash flows attributable to the property of each Issuing Entity, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and certain related property to be conveyed to the Issuing Entity by the Depositor. The Mortgage Loans will be conveyed by the Depositor on the Delivery Date pursuant to one or more mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), by and between each Fieldstone 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 (as may be supplemented or amended from time to timedefined in Section 3 below), the Depositor will convey the Mortgage Loans to the Issuing Entity pursuant to a transfer and servicing agreement ( the “Warrant IndentureTransfer and Servicing Agreement”), by and among the Issuing Entity, the Depositor, each Seller, a master servicer (the “Master Servicer”), the Trust Administrator, the Indenture Trustee, the Servicer and potentially, one or more subservicers, including JPMorgan Chase Bank, National Association (each, a “Subservicer”). The Notes will have are more fully described in the maturitiesRegistration Statement (as such term is defined in Section 2(a)), interest rateswhich the Depositor has furnished to the Underwriters. This Underwriting Agreement (this “Agreement”) includes the terms and conditions governing the offering and sale of Notes from the Depositor to the Underwriters. Upon the execution and delivery of this Agreement and the Pricing Supplement, redemption provisions, if any, the Underwriters agree to purchase Notes from the Depositor subject to the satisfaction of the conditions set forth herein. The Depositor and the Underwriters shall execute and deliver a Pricing Supplement detailing the Purchase Price and other terms as of the Notes promptly upon such parties’ mutual agreement regarding such Purchase Price and terms. The Pricing Supplement shall include, among other things, the following information in connection with the offering of the Notes: (a) the aggregate amount of the Notes to be purchased by each Underwriter and the purchase price, net of underwriting discounts, for which each class of Notes shall be sold by the Depositor to the Underwriters, (b) the initial public offering price or the method by which the price at which such Notes are to be sold to the public, (c) the identification of significant parties to the transaction, (d) structural terms of the securities offering and (e) the listing of offering materials to be used in connection with the offering of the Notes. Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in supplements to the Prospectus referred to below Transfer and Term Sheets referred to belowServicing Agreement. The Warrants will have terms and conditions of the exercise pricesPricing Supplement are deemed to be incorporated by reference into this Agreement as if such terms and conditions were originally described in this Agreement. The Pricing Supplement may be amended, exercise dates, expiration dates and other terms as set forth in supplements modified or supplemented from time to time upon the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have mutual agreement of the terms as set forth in supplements to the Prospectus and Term Sheetsparties thereto.