EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II ORGANIZATION OF THE TRUST
    
    
    1Section 2.1. Name
    
    
    1Section 2.2. Office
    
    
    1Section 2.3. Purposes and Powers
    
    
    1Section 2.4. Appointment of the Owner Trustee
    
    
    2Section 2.5. Contribution and Conveyance of Trust Property
    
    
    2Section 2.6. Declaration of Trust
    
    
    2Section 2.7. Liability of the Depositor; Conduct of Activities; Liability to Third Parties
    
    
    3Section 2.8. Title to Trust Property
    
    
    3Section 2.9. Situs of Issuer
    
    
    3Section 2.10. Representations and Warranties of the Depositor
    
    
    3Section 2.11. Tax Matters
    
    
    4ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS
    
    
    6Section 3.1. The Residual Interest
    
    
    6Section 3.2. Registration of Residual Interests; Transfer of the Residual Interest
    
    
    7Section 3.3. Capital Accounts
    
    
    9Section 3.4. Maintenance of Office or Agency
    
    
    9Section 3.5. Distributions to the Holder of the Residual Interest
    
    
    9ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
    
    
    9Section 4.1. Application of Trust Funds
    
    
    9Section 4.2. Method of Payment
    
    
    10ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE
    
    
    10Section 5.1. General Authority
    
    
    10Section 5.2. General Duties
    
    
    10Section 5.3. Action upon Prior Notice with Respect to Certain Matters
    
    
    11Section 5.4. Action upon Direction by the Holder of the Residual Interest with Respect to Certain Matters
    
    
    11Section 5.5. Action with Respect to Bankruptcy
    
    
    11Section 5.6. Action upon Instruction
    
    
    12Section 5.7. No Duties Except as Specified in this Agreement or in Instructions
    
    
    12Section 5.8. No Action Except Under Specified Documents or Instructions
    
    
    12Section 5.9. Prohibition on Certain Actions
    
    
    13Section 5.10. Audits of the Owner Trustee
    
    
    13Section 5.11. Furnishing of Documents
    
    
    13Section 5.12. Maintenance of Licenses
    
    
    13Section 5.13. Sarbanes-Oxley Act
    
    
    13Section 5.14. Reporting of Reallocations of Leases and Leased Vehicles
    
    
    14
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ARTICLE VI REGARDING THE OWNER TRUSTEE
    
    
    14Section 6.1. Acceptance of Trusts and Duties
    
    
    14Section 6.2. Representations and Warranties of the Owner Trustee
    
    
    15Section 6.3. Reliance; Advice of Counsel
    
    
    16Section 6.4. Not Acting in Individual Capacity
    
    
    17Section 6.5. U.S. Bank Trust National Association May Own Notes
    
    
    17Section 6.6. Duty to Update Disclosure
    
    
    17ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES
    
    
    18Section 7.1. Owner Trustees Fees and Expenses
    
    
    18Section 7.2. Indemnification of the Owner Trustee
    
    
    18Section 7.3. Organizational Expenses of the Issuer
    
    
    19Section 7.4. Certain Expenses of the Indenture Trustee
    
    
    19ARTICLE VIII TERMINATION
    
    
    20Section 8.1. Termination of Trust Agreement
    
    
    20ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
    
    
    20Section 9.1. Eligibility Requirements for the Owner Trustee
    
    
    20Section 9.2. Resignation or Removal of the Owner Trustee
    
    
    21Section 9.3. Successor Owner Trustee
    
    
    21Section 9.4. Merger or Consolidation of the Owner Trustee
    
    
    22Section 9.5. Appointment of Separate Trustee or Co-Trustee
    
    
    22Section 9.6. Compliance with Delaware Statutory Trust Act
    
    
    23ARTICLE X MISCELLANEOUS
    
    
    24Section 10.1. Supplements and Amendments
    
    
    24Section 10.2. No Legal Title to Trust Property in the Holder of the Residual Interest
    
    
    26Section 10.3. Limitation on Rights of Others
    
    
    26Section 10.4. Notices
    
    
    26Section 10.5. GOVERNING LAW
    
    
    27Section 10.6. WAIVER OF JURY TRIAL
    
    
    27Section 10.7. Severability
    
    
    27Section 10.8. Counterparts
    
    
    27Section 10.9. Headings
    
    
    27Section 10.10. No Petition
    
    
    27Section 10.11. Rights Limited to 2011-A Exchange Note
    
    
    28Section 10.12. Limited Recourse
    
    
    28Section 10.13. Subordination
    
    
    29Exhibit A Form of Certificate of Trust
    
    EA-1
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Agreement
   
 Usage and Definitions Exchange Note
Supplement CAB East CAB West FCALM Titling Companies U.S. Bank HTD Ford Credit Credit and Security
Agreement
 
 Name
 Office
 Purposes and Powers




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Appointment of the Owner Trustee
 Contribution and Conveyance of Trust Property
 Declaration of Trust
 2




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Liability of the Depositor; Conduct of Activities; Liability to Third
Parties
    Title to Trust Property
 Situs of Issuer
 Representations and Warranties of the Depositor
 Organization and Qualification
 Power, Authorization and Enforceability
 3




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No Conflicts and No Violation
 No Proceedings
 Tax Matters
  4




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Recharacterized Class
     5




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The Residual Interest
   6




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provided
     Registration of Residual Interests; Transfer of the Residual Interest Trust Register
  7




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Pass-Through Entity
   8




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Capital Accounts
 Capital
Account
  Maintenance of Office or Agency
 Distributions to the Holder of the Residual Interest
 
 Application of Trust Funds
    9




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Method of Payment
 
 General Authority
   General Duties
 10




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Action upon Prior Notice with Respect to Certain Matters
     Action upon Direction by the Holder of the Residual Interest with Respect to
Certain Matters
   Action with Respect to Bankruptcy
 11




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Action upon Instruction
   No Duties Except as Specified in this Agreement or in Instructions
 No Action Except Under Specified Documents or Instructions
 12




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Prohibition on Certain Actions
 Audits of the Owner Trustee
 Furnishing of Documents
 Maintenance of Licenses
 Sarbanes-Oxley Act
 13




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Reporting of Reallocations of Leases and Leased Vehicles
 
 Acceptance of Trusts and Duties
   14




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Representations and Warranties of the Owner Trustee
 Organization and Qualification
 15




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Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 Banking Association
 Information Provided by the Owner Trustee
 Reliance; Advice of Counsel
  16




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Not Acting in Individual Capacity
 U.S. Bank Trust National Association May Own Notes
 Duty to Update Disclosure
 17




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Owner Trustees Fees and Expenses
 Indemnification of the Owner Trustee
  Indemnified Person
 18




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Organizational Expenses of the Issuer
 Certain Expenses of the Indenture Trustee
 19




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Termination of Trust Agreement
    
 Eligibility Requirements for the Owner Trustee
  20




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Resignation or Removal of the Owner Trustee
        Successor Owner Trustee
  21




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Merger or Consolidation of the Owner Trustee provided
 Appointment of Separate Trustee or Co-Trustee
  22




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Compliance with Delaware Statutory Trust Act
 23




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Supplements and Amendments
        24




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25




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No Legal Title to Trust Property in the Holder of the Residual Interest
 Limitation on Rights of Others
 Notices
   26




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GOVERNING LAW
 WAIVER OF JURY TRIAL
 Severability
 Counterparts
 Headings
 No Petition
 27




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Rights Limited to 2011-A Exchange Note
    Limited Recourse
 28




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Subordination
           29




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FORD CREDIT AUTO LEASE TWO LLC, as 
     DepositorBy:Name:Title:U.S. BANK TRUST NATIONAL ASSOCIATION,
     as Owner TrusteeBy:Name:Title:




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Trust Owner Trustee et seq Act
 Name
 Owner Trustee
 Effective Date
  U.S. BANK TRUST NATIONAL ASSOCIATION,
     not in its individual capacity but solely as Owner
     TrusteeBy:Name:Title: A-1