EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1Section 1.2. Incorporation by Reference of Trust Indenture Act
    
    
    2ARTICLE II THE NOTES
    
    
    2Section 2.1. Form
    
    
    2Section 2.2. Execution, Authentication and Delivery
    
    
    2Section 2.3. Tax Treatment
    
    
    3Section 2.4. Registration; Registration of Transfer and Exchange
    
    
    3Section 2.5. Mutilated, Destroyed, Lost or Stolen Notes
    
    
    6Section 2.6. Persons Deemed Owners
    
    
    7Section 2.7. Payment of Principal and Interest
    
    
    7Section 2.8. Cancellation
    
    
    8Section 2.9. Release of 2011-A Collateral
    
    
    8Section 2.10. Book-Entry Notes
    
    
    9Section 2.11. Definitive Notes
    
    
    10Section 2.12. Authenticating Agents
    
    
    10Section 2.13. Note Paying Agents
    
    
    11Section 2.14. Non-Permitted Noteholders
    
    
    11ARTICLE III COVENANTS AND REPRESENTATIONS
    
    
    12Section 3.1. Payment of Principal and Interest
    
    
    12Section 3.2. Maintenance of Office or Agency
    
    
    12Section 3.3. Money for Payments To Be Held in Trust
    
    
    12Section 3.4. Existence
    
    
    13Section 3.5. Protection of 2011-A Collateral
    
    
    14Section 3.6. Performance of Obligations; Servicing of Receivables
    
    
    14Section 3.7. Negative Covenants
    
    
    15Section 3.8. Opinions as to 2011-A Collateral
    
    
    16Section 3.9. Annual Statement as to Compliance
    
    
    16Section 3.10. Consolidation and Merger; Sale of Assets
    
    
    17Section 3.11. Successor or Transferee
    
    
    18Section 3.12. No Other Activities
    
    
    18Section 3.13. Further Instruments and Acts
    
    
    18Section 3.14. Restricted Payments
    
    
    18Section 3.15. Notice of Events of Default
    
    
    19Section 3.16. Representations and Warranties of the Issuer as to Security Interest
    
    
    19Section 3.17. Audits of the Issuer
    
    
    20Section 3.18. Representations and Warranties of the Issuer
    
    
    20Section 3.19. No Offer to Employee Benefit Plans
    
    
    21ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    21Section 4.1. Satisfaction and Discharge of Indenture
    
    
    21ARTICLE V REMEDIES
    
    
    22Section 5.1. Events of Default
    
    
    22
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Section 5.2. Acceleration of Maturity; Rescission and Annulment
    
    
    23Section 5.3. Collection of Indebtedness by the Indenture Trustee
    
    
    23Section 5.4. Trustee May File Proofs of Claim
    
    
    24Section 5.5. Trustee May Enforce Claims Without Possession of Notes
    
    
    25Section 5.6. Remedies; Priorities
    
    
    25Section 5.7. Optional Preservation of the 2011-A Collateral
    
    
    26Section 5.8. Limitation of Suits
    
    
    27Section 5.9. Unconditional Rights of Noteholders to Receive Principal and Interest
    
    
    27Section 5.10. Restoration of Rights and Remedies
    
    
    27Section 5.11. Rights and Remedies Cumulative
    
    
    28Section 5.12. Delay or Omission Not a Waiver
    
    
    28Section 5.13. Control by Noteholders
    
    
    28Section 5.14. Waiver of Defaults and Events of Default
    
    
    29Section 5.15. Undertaking for Costs
    
    
    29Section 5.16. Waiver of Stay or Extension Laws
    
    
    29Section 5.17. Performance and Enforcement of Certain Obligations
    
    
    29ARTICLE VI THE INDENTURE TRUSTEE
    
    
    30Section 6.1. Duties of Indenture Trustee
    
    
    30Section 6.2. Rights of Indenture Trustee
    
    
    31Section 6.3. Individual Rights of Indenture Trustee
    
    
    32Section 6.4. Indenture Trustees Disclaimer
    
    
    32Section 6.5. Notice of Defaults
    
    
    33Section 6.6. Reports by Indenture Trustee
    
    
    33Section 6.7. Compensation and Indemnity
    
    
    35Section 6.8. Replacement of Indenture Trustee
    
    
    36Section 6.9. Successor Indenture Trustee by Merger
    
    
    37Section 6.10. Appointment of Separate Indenture Trustee or Co-Indenture Trustee
    
    
    37Section 6.11. Eligibility; Disqualification
    
    
    38Section 6.12. Preferential Collection of Claims Against Issuer
    
    
    39Section 6.13. Audits of the Indenture Trustee
    
    
    39Section 6.14. Representations and Warranties of the Indenture Trustee
    
    
    40Section 6.15. Duty to Update Disclosure
    
    
    41Section 6.16. Reporting of Reallocations of Leases and Leased Vehicles
    
    
    41ARTICLE VII NOTEHOLDERS LISTS AND REPORTS
    
    
    42Section 7.1. Names and Addresses of Noteholders
    
    
    42Section 7.2. Preservation of Information; Communications to Noteholders
    
    
    42Section 7.3. Reports by Issuer
    
    
    42Section 7.4. Reports by Indenture Trustee
    
    
    43ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
    
    
    43Section 8.1. Collection of Money
    
    
    43Section 8.2. Bank Accounts; Distributions and Disbursements
    
    
    43Section 8.3. General Provisions Regarding Bank Accounts
    
    
    46Section 8.4. Release of 2011-A Collateral
    
    
    46
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ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    47Section 9.1. Supplemental Indentures Without Consent of Noteholders
    
    
    47Section 9.2. Supplemental Indentures with Consent of Noteholders
    
    
    48Section 9.3. Execution of Supplemental Indentures
    
    
    49Section 9.4. Effect of Supplemental Indenture
    
    
    50Section 9.5. [Reserved]
    
    
    50Section 9.6. Reference in Notes to Supplemental Indentures
    
    
    50ARTICLE X REDEMPTION OF NOTES
    
    
    50Section 10.1. Redemption
    
    
    50ARTICLE XI MISCELLANEOUS
    
    
    51Section 11.1. Compliance Certificates and Opinions, etc.
    
    
    51Section 11.2. Form of Documents Delivered to Indenture Trustee
    
    
    51Section 11.3. Acts of Noteholders
    
    
    53Section 11.4. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
    
    
    53Section 11.5. Notices to Noteholders; Waiver
    
    
    54Section 11.6. Conflict with Trust Indenture Act
    
    
    54Section 11.7. Benefits of Indenture
    
    
    55Section 11.8. GOVERNING LAW
    
    
    55Section 11.9. Submission to Jurisdiction
    
    
    55Section 11.10. WAIVER OF JURY TRIAL
    
    
    55Section 11.11. Severability
    
    
    55Section 11.12. Counterparts
    
    
    56Section 11.13. Headings
    
    
    56Section 11.14. Issuer Obligation
    
    
    56Section 11.15. Subordination of Claims against the Depositor
    
    
    56Section 11.16. No Petition
    
    
    57Section 11.17. Rights Limited to Collateral Specified Interest
    
    
    57Schedule A Notice Addresses
    
    SA-1Exhibit A Form of Class A / B Note
    
    EA-1
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Indenture
      
 Usage and Definitions Exchange Note
Supplement CAB East CAB West FCALM Titling Companies U.S. Bank HTD Ford Credit Credit and Security
Agreement




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Incorporation by Reference of Trust Indenture Act
 indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  
 Form
   Execution, Authentication and Delivery
  2




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Class
    
    Note Interest Rate
    
    Initial Note BalanceClass A-1 Notes
    
    
    0.26061%
    
    
    $
    246,000,000Class A-2 Notes
    
    
    0.74%
    
    
    $
    390,000,000Class A-3 Notes
    
    
    1.03%
    
    
    $
    305,000,000Class A-4 Notes
    
    
    1.34%
    
    
    $
    65,841,000Class B Notes
    
    
    1.92%
    
    
    $
    44,188,000
 provided
  Tax Treatment
 Registration; Registration of Transfer and Exchange
 Note Registrar Note Register
  3




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144A Notes
 4




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144A Note
Transfer Void
144A Note Transfer
    QIB
    5




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Rule 144A Information
    ERISA Code Similar Law
 Mutilated, Destroyed, Lost or Stolen Notes
  6




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Persons Deemed Owners
 Payment of Principal and Interest
   7




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provided
 Cancellation
 Release of 2011-A Collateral
    8




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provided
  Book-Entry Notes Definitive Notes
      9




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Definitive Notes
 Authenticating Agents
 Authenticating
Agent
   10




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Note Paying Agents
     Non-Permitted Noteholders Non-Permitted Noteholder
 11




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Payment of Principal and Interest
 Maintenance of Office or Agency
 Money for Payments To Be Held in Trust
    12




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Existence
 13




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Protection of 2011-A Collateral
        Performance of Obligations; Servicing of Receivables
 No Release of Material Covenants or Obligations
 14




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Contracting
 Performance of Obligations
 Event of Servicing Termination
 Servicer Termination; Successor Servicer
 Negative Covenants
    15




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Opinions as to 2011-A Collateral
    Annual Statement as to Compliance
 16




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Consolidation and Merger; Sale of Assets
      17




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Successor or Transferee
   No Other Activities
 Further Instruments and Acts provided however
 Restricted Payments
   18




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Notice of Events of Default
 Representations and Warranties of the Issuer as to Security Interest
       19




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Audits of the Issuer
 Representations and Warranties of the Issuer
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 20




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No Proceedings
 Investment Company Act
 No Offer to Employee Benefit Plans
 
 Satisfaction and Discharge of Indenture
     21




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Events of Default
 Event of Default
      22




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Acceleration of Maturity; Rescission and Annulment
      Collection of Indebtedness by the Indenture Trustee
  23




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Trustee May File Proofs of Claim
        24




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Trustee May Enforce Claims Without Possession of Notes
   Remedies; Priorities
          25




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(A)
    
    the Noteholders representing 100% of the Note
Balance of the Controlling Class consent to such sale or liquidation;
or(B)
    
    the proceeds of such sale or liquidation are
expected to be sufficient to pay in full all amounts owed by the Issuer
to the 2011-A Secured Parties including all principal of and accrued
interest on the Notes Outstanding;
  (A)
    
    the Noteholders representing 100% of the Note
Balance of the Notes Outstanding consent to such sale or liquidation;
or(B)
    
    the proceeds of such sale or liquidation are
expected to be sufficient to pay in full all amounts owed by the Issuer
to the 2011-A Secured Parties including all principal of and accrued
interest on the Notes Outstanding; or(C)
    
    the Indenture Trustee (1) determines (but will
have no obligation to make such determination) that the 2011-A
Collateral will not continue to provide sufficient funds for the
payment of all amounts owed to the 2011-A Secured Parties, as those
payments would have become due if the Notes had not been declared due
and payable and (2) obtains the consent of Noteholders of at least
66-2/3% of the Note Balance of the Controlling Class.
   Optional Preservation of the 2011-A Collateral
 26




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Limitation of Suits
         Unconditional Rights of Noteholders to Receive Principal and Interest
 Restoration of Rights and Remedies
 27




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Rights and Remedies Cumulative
 Delay or Omission Not a Waiver
 Control by Noteholders
     28




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Waiver of Defaults and Events of Default
   Undertaking for Costs
 Waiver of Stay or Extension Laws
 Performance and Enforcement of Certain Obligations
  29




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Duties of Indenture Trustee
    provided
   30




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Rights of Indenture Trustee
    31




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Individual Rights of Indenture Trustee
 Indenture Trustees Disclaimer
 32




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Notice of Defaults provided
 Reports by Indenture Trustee
    33




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Applicable Servicing
Criteria
     34




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Compensation and Indemnity
   Indemnified Person provided
 35




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Replacement of Indenture Trustee
          36




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Successor Indenture Trustee by Merger
   Appointment of Separate Indenture Trustee or Co-Indenture Trustee
    37




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Eligibility; Disqualification
   38




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Preferential Collection of Claims Against Issuer
 Audits of the Indenture Trustee
 39




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Representations and Warranties of the Indenture Trustee
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 40




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Eligibility
 Information Provided by the Indenture Trustee
 Duty to Update Disclosure
 Reporting of Reallocations of Leases and Leased Vehicles
 41




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Names and Addresses of Noteholders
 Preservation of Information; Communications to Noteholders
    Reports by Issuer
    42




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Reports by Indenture Trustee
   
 Collection of Money
 Bank Accounts; Distributions and Disbursements
   43




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pro rata
   pro rata
         44




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pro rata
   pro rata
      45




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General Provisions Regarding Bank Accounts
   Release of 2011-A Collateral
   46




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Supplemental Indentures Without Consent of Noteholders
        47




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Supplemental Indentures with Consent of Noteholders
  48




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provided however
 (A)
    
    modify or alter Section 9.1 or this Section
9.2;(B)
    
    change (1) the Final Scheduled Payment Date or
the date of payment of any installment of principal of or interest on
any Note, (2) the principal amount of or interest rate on any Note, (3)
the Note Redemption Price, (4) the provisions of this Indenture
relating to the priority of payments on the Notes or relating to the
application of collections on, or the proceeds of the sale of, the
2011-A Collateral to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which,
any Note or the interest on any Note is payable, or (5) the right of
Noteholders to institute suits to enforce this Indenture;(C)
    
    modify the percentage of the Note Balance of
the Notes Outstanding or the Controlling Class required for any action;(D)
    
    modify or alter (1) the proviso to the
definition of Outstanding or (2) the definition of Controlling
Class;(E)
    
    modify the calculation of the amount of any
payment of interest or principal due on any Note on any Payment Date;
or(F)
    
    permit the creation of any Lien ranking prior
or equal to the Lien of this Indenture with respect to any part of the
2011-A Collateral other than Permitted Liens, or except as permitted by
this Indenture or the other 2011-A Basic Documents, release the Lien of
this Indenture with respect to any part of the 2011-A Collateral.
  Execution of Supplemental Indentures
 49




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Effect of Supplemental Indenture
 [Reserved]
 Reference in Notes to Supplemental Indentures
 
 Redemption
     50




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Compliance Certificates and Opinions, etc.
 Issuer Order Issuer Request
   51




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52




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Form of Documents Delivered to Indenture Trustee
   Acts of Noteholders
 Act of
Noteholders
  53




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Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
        Notices to Noteholders; Waiver
   54




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Conflict with Trust Indenture Act
 Benefits of Indenture
 GOVERNING LAW
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL
 Severability
 55




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Counterparts
 Headings
 Issuer Obligation
 Subordination of Claims against the Depositor
  56




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No Petition
 Rights Limited to Collateral Specified Interest
    57




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58




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FORD CREDIT AUTO LEASE TRUST 2011-A,
     as Issuer
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:

/s/
Annette MorganName:
    Annette MorganTitle:
    Assistant Vice PresidentTHE BANK OF NEW YORK MELLON,
     not in its individual capacity but solely as Indenture
     TrusteeBy:

/s/
Esther D. AntoineName:
    Esther D. AntoineTitle:
    Senior Associate




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Agreed and Acknowledged for purposes
     of the Granting Clause:
CAB EAST LLC,By:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryCAB WEST LLC,By:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryFCALM, LLC,By:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    Secretary




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1.
    
    If to Ford Credit, in its individual capacity or as Servicer, Custodian, Indenture
Administrator or Sponsor:
 
  
 2.
    
    If to the Depositor:
 
  
 SA-1




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3.
    
    If to the Issuer:
   
  
 4.
    
    If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee5.
    
    If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee;6.
    
    If to Moodys:
 
 7.
    
    If to Fitch, Inc.:
 
 SA-2




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Class A-1 and Class B Notes Only
  EA-1




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EA-2




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REGISTERED
    
    $[___________]No. R-1
    
    CUSIP NO. [_________]
   Issuer Payment Date Indenture Indenture Trustee Class [A-[__] / B] Final Scheduled Payment Date
   Class [A-[__] / B] Notes
 EA-3




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[Class B only]
     EA-4




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EA-5




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EA-6




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provided however
   EA-7




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Date: [________]FORD CREDIT AUTO LEASE TRUST 2011-ABY:
    
    U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner
Trustee of Ford Credit Auto Lease Trust 2011-ABy:Responsible Person
 EA-8




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THE BANK OF NEW YORK MELLON,
     not in its individual capacity but
     solely as Indenture TrusteeBy:Responsible Person EA-9




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.
  (name and address of assignee)
  Dated:
    
    
    
    
    
    
    
    */Signature Guaranteed*/
 
 */
    
    NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the
face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature
must be guaranteed by an eligible guarantor institution meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer Agents Medallion Program or such other
signature guarantee program as may be determined by the Note Registrar in addition to, or in substitution for, the
Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. EA-10