EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II SALE OF THE FIRST-TIER ASSETS
    
    
    1Section 2.1. Sale of the First-Tier Assets
    
    
    1Section 2.2. Closing; Further Assignments
    
    
    2Section 2.3. Intent; Savings Clause
    
    
    2ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    2Section 3.1. Representations and Warranties of the Depositor
    
    
    2Section 3.2. Representations and Warranties of the Seller
    
    
    4Section 3.3. Representations of the Seller and the Depositor
    
    
    5ARTICLE IV CONDITIONS
    
    
    5Section 4.1. Conditions to Obligation of the Depositor
    
    
    5Section 4.2. Conditions to Obligation of the Seller
    
    
    5Section 4.3. Deemed Satisfaction of Conditions
    
    
    5ARTICLE V COVENANTS OF THE SELLER
    
    
    6Section 5.1. Protection of Right, Title and Interest to the First-Tier Assets
    
    
    6Section 5.2. Other Liens or Interests
    
    
    6Section 5.3. Indemnification
    
    
    6Section 5.4. Obligations of the Seller
    
    
    7ARTICLE VI MISCELLANEOUS
    
    
    7Section 6.1. Amendment
    
    
    7Section 6.2. Notices
    
    
    8Section 6.3. Costs and Expenses
    
    
    8Section 6.4. Successors and Assigns
    
    
    8Section 6.5. No Petition
    
    
    9Section 6.6. Limited Recourse
    
    
    9Section 6.7. Subordination
    
    
    9Section 6.8. GOVERNING LAW
    
    
    10Section 6.9. Submission to Jurisdiction
    
    
    10Section 6.10. WAIVER OF JURY TRIAL
    
    
    10Section 6.11. Severability
    
    
    10Section 6.12. Counterparts
    
    
    10Section 6.13. Headings
    
    
    10Section 6.14. No Waiver; Cumulative Remedies
    
    
    10
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Agreement
  CAB East CAB West FCALM Titling Companies
   
 Usage and Definitions Exchange Note
Supplement U.S. Bank HTD Ford Credit Credit and Security
Agreement
 
 Sale of the First-Tier Assets




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Closing; Further Assignments
    Intent; Savings Clause
 
 Representations and Warranties of the Depositor
 2




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Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 3




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Investment Company Act.
 Representations and Warranties of the Seller
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 4




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Representations of the Seller and the Depositor
 
 Conditions to Obligation of the Depositor
 Representations and Warranties True
 Delivery of 2011-A Exchange Note
 Documents to be Delivered by the Seller
 Other Transactions
 Conditions to Obligation of the Seller
 Deemed Satisfaction of Conditions
 5




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Protection of Right, Title and Interest to the First-Tier Assets
     Other Liens or Interests
 Indemnification
 6




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Obligations of the Seller
 
 Amendment
  7




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Notices
        Costs and Expenses
 Successors and Assigns
 8




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No Petition
 Limited Recourse
 Subordination
        9




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GOVERNING LAW
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL
 Severability
 Counterparts
 Headings
 No Waiver; Cumulative Remedies
  10




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FORD MOTOR CREDIT COMPANY LLC,
     acting with respect to the 2011-A Exchange Note,
     as SellerBy:Name:Title:FORD CREDIT AUTO LEASE TWO LLC,
     acting with respect to its Series of limited liability
     company interests designated as the 2011-A
     Series, as DepositorBy:Name:Title: