EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II DESIGNATION
    
    
    2Section 2.1. Designation
    
    
    2ARTICLE III THE SERVICER
    
    
    2Section 3.1. Appointment of Servicer
    
    
    2Section 3.2. Representations of the Servicer
    
    
    2Section 3.3. Representations and Warranties About the Leases and the Leased Vehicles
    
    
    2Section 3.4. Liability of the Servicer; Indemnities
    
    
    5Section 3.5. Purchase Upon Breach
    
    
    5Section 3.6. Collection of Payments
    
    
    6Section 3.7. Servicer May Own Exchange Note and Notes
    
    
    6Section 3.8. Fees and Expenses
    
    
    7Section 3.9. Termination
    
    
    7ARTICLE IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
    
    
    8Section 4.1. Bank Accounts
    
    
    8Section 4.2. Remittance
    
    
    9Section 4.3. Advances
    
    
    10Section 4.4. Repayment of Advances
    
    
    11Section 4.5. Trust Distribution Account
    
    
    11ARTICLE V TERMINATION
    
    
    11Section 5.1. Clean-Up Call
    
    
    11ARTICLE VI REPORTS AND NOTICES
    
    
    12Section 6.1. Monthly Investor Reports
    
    
    12Section 6.2. Notices and Certificates Received by or Delivered by the Servicer Under the Servicing Agreement
    
    
    12Section 6.3. Annual Statement as to Compliance
    
    
    12Section 6.4. Compliance with Obligations under Sarbanes-Oxley Act
    
    
    13Section 6.5. Report on Assessment of Compliance with Servicing Criteria and Attestation
    
    
    13ARTICLE VII MISCELLANEOUS
    
    
    13Section 7.1. Amendments
    
    
    13Section 7.2. Third-Party Beneficiaries of the Servicing Agreement and this Servicing Supplement
    
    
    14Section 7.3. No Petition
    
    
    14Section 7.4. GOVERNING LAW
    
    
    14Section 7.5. SUBMISSION TO JURISDICTION
    
    
    14Section 7.6. WAIVER OF JURY TRIAL
    
    
    14
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Section 7.7. Severability
    
    
    15Section 7.8. Counterparts
    
    
    15Section 7.9. Headings
    
    
    15Section 7.10. Conflict with Servicing Agreement
    
    
    15Section 7.11. List of Responsible Persons
    
    
    15Exhibit A Schedule of Collateral Leases and
Collateral Leased Vehicles in 2011-A
Reference Pool
    
    EA-1Exhibit B Form of Monthly Investor Report
    
    EB-1
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Servicing Supplement Servicing
Agreement Ford Credit Servicer Lender Holding Companies Holding Company Collateral Agent
     
 Usage and Definitions Exchange Note Supplement CAB East CAB
West FCALM Titling Companies U.S.
Bank Credit and Security Agreement




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Designation 2011-A Reference Pool Lease Leased Vehicle
 
 Appointment of Servicer
 Representations of the Servicer
 Representations and Warranties About the Leases and the Leased Vehicles
 New Vehicle provided
 Certificate of Title
 Security Interest in Lease and Leased Vehicle
 2




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Interest in Lease and Leased Vehicle
 Origination of Leases
 Total Payments
 Compliance with Law
 Consents, Licenses, Approvals and Authorizations
 Binding Obligation
 No Government Lessee
 No Commercial Lease provided
 Leases in Force
 No Waiver or Amendments
 3




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No Extensions
 No Defenses
 No Delinquency or Default
 Insurance
 Title
 Valid Assignment
 Chattel Paper
 Maturity of Leases
 Peace of Mind.
 No Bankruptcy Proceeding
 No Allocation to Other Specified Interest
 Valid Security Interest
 Information about Leases; Selection Procedures
 4




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Other Data
 Liability of the Servicer; Indemnities
 Indemnified Person
 Indemnified Person
  Purchase Upon Breach
 Deposit of Administrative Reallocation Amount
  5




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Reallocation Constitutes Sole Remedy for Breach
 Reallocation of Purchased Leases and Leased Vehicles
 Collection of Payments
 Servicer May Own Exchange Note and Notes
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Fees and Expenses
 Reference Pool Servicing Fee
 Reference Pool Servicing Fee times plus
  Investment Earnings
 Additional Amounts
 Termination provided
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Bank Accounts
 Establishment of Bank Accounts
 Exchange Note
Collection Account
 Collection
Account
 Principal Payment
Account
 Reserve Account
 Bank Accounts
  Control of the Bank Accounts provided
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Reserve Initial Deposit
 Agreement with Depository Institution
 Remittance
 Monthly Remittance Required Ratings
      9




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Advances.
 Advances by the Servicer plus
 Reimbursement for Outstanding Advances Advance Reimbursement Amount
 first plus minus
 second plus plus
 third
 (A)
    
    the sum of all Active Lease Proceeds, Terminating Lease
Proceeds, Closed Lease Proceeds and Administrative Reallocation Amounts (in
each case not relating to such Lease) for such Collection Period; and
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(B)
    
    the excess, if any, of (1) such Advance Balance over
(2) the amount retained by the Servicer pursuant to Section 4.3(b)(ii) for
the current Collection Period.
  Repayment of Advances
 Trust Distribution Account Trust Distribution Account
 
 Clean-Up Call
  11




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Monthly Investor Reports Monthly Investor Report
 Notices and Certificates Received by or Delivered by the Servicer Under the
Servicing Agreement
 Annual Statement as to Compliance
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Compliance with Obligations under Sarbanes-Oxley Act
 Report on Assessment of Compliance with Servicing Criteria and
Attestation
    
 Amendments
 provided however
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Third-Party Beneficiaries of the Servicing Agreement and this Servicing
Supplement
 No Petition
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF JURY TRIAL
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Severability
 Counterparts
 Headings
 Conflict with Servicing Agreement
 List of Responsible Persons
  15




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FORD MOTOR CREDIT COMPANY LLC,
     as Servicer with respect to the Collateral Specified
     Interests and the 2011-A Reference Pool and as 
     LenderBy:Name:Title:CAB EAST HOLDINGS, LLC,
     acting with respect to its Series of limited liability
     company interests designated as the Collateral
     Series, as Holder of a Collateral Specified Interest
     CertificateBy:Name:Title:CAB WEST HOLDINGS CORPORATION,
     acting with respect to its Series of limited liability
     company interests designated as the Collateral
     Series, as Holder of a Collateral Specified Interest
     CertificateBy:Name:Title:




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FCALM HOLDINGS CORPORATION,
     acting with respect to its Series of limited liability
     company interests designated as the Collateral
     Series, as Holder of a Collateral Specified Interest
     CertificateBy:Name:Title:HTD LEASING LLC,
     as Collateral AgentBy:Name:Title:  
 By:Name:Title:




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By:
    
    U.S. Bank Trust National Association,
not in its individual capacity but solely as
Owner Trustee of Ford Credit Auto Lease
Trust 2011-ABy:Name:Title:
 
 By:Name:Title:




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EA-1




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EB-1