EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II SALE OF THE SECOND-TIER ASSETS
    
    
    2Section 2.1. Sale of the Second-Tier Assets
    
    
    2Section 2.2. Closing; Further Assignments
    
    
    2Section 2.3. Intent; Savings Clause
    
    
    2ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    3Section 3.1. Representations and Warranties of the Issuer
    
    
    3Section 3.2. Representations and Warranties of the Depositor
    
    
    4Section 3.3. Representations of the Depositor and the Issuer
    
    
    5ARTICLE IV CONDITIONS
    
    
    5Section 4.1. Conditions to Obligation of the Issuer
    
    
    5Section 4.2. Conditions to Obligation of the Depositor
    
    
    5Section 4.3. Deemed Satisfaction of Conditions
    
    
    5ARTICLE V COVENANTS OF THE DEPOSITOR
    
    
    6Section 5.1. Protection of Right, Title and Interest to the Second-Tier Assets
    
    
    6Section 5.2. Other Liens or Interests
    
    
    6Section 5.3. Indemnification
    
    
    6Section 5.4. Reserve Initial Deposit
    
    
    7Section 5.5. Obligations of the Depositor
    
    
    7ARTICLE VI MISCELLANEOUS PROVISIONS
    
    
    7Section 6.1. Amendment
    
    
    7Section 6.2. Notices
    
    
    8Section 6.3. Costs and Expenses
    
    
    8Section 6.4. Successors and Assigns
    
    
    9Section 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
    
    
    10Section 6.15. Issuer Obligation
    
    
    10
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Agreement
  CAB East CAB West FCALM, LLC Titling Companies
  First-Tier Sale Agreement
  
 Usage and Definitions Exchange Note
Supplement U.S. Bank HTD Ford Credit Credit and Security
Agreement




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Sale of the Second-Tier Assets
    Closing; Further Assignments
    Intent; Savings Clause
 2




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Representations and Warranties of the Issuer
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 3




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Representations and Warranties of the Depositor
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 4




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




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




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Reserve Initial Deposit
 Obligations of the Depositor
 
 Amendment
  7




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Notices
        Costs and Expenses
 8




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Successors and Assigns
 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
 Issuer Obligation
 10




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11




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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:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryFORD CREDIT AUTO LEASE TRUST 2011-A,
     as IssuerBy:
    U.S. Bank Trust National Association, not in its 
individual capacity but solely as Owner TrusteeBy:

/s/
Annette MorganName:
    Annette MorganTitle:
    Assistant Vice President