EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II THE 2011-A EXCHANGE NOTE
    
    
    1Section 2.1. Creation and Designation
    
    
    1Section 2.2. Form of Execution, Authentication and Delivery of the 2011-A Exchange
Note; Delivery and Payment for the 2011-A Exchange Note
    
    
    2Section 2.3. Transfer Restrictions with Respect to the 2011-A Exchange Note
    
    
    3Section 2.4. Interest Payments on the 2011-A Exchange Note
    
    
    3Section 2.5. Payments of Principal on the 2011-A Exchange Note
    
    
    3Section 2.6. Reserve Account
    
    
    3ARTICLE III THE 2011-A REFERENCE POOL
    
    
    4Section 3.1. The 2011-A Reference Pool
    
    
    4ARTICLE IV EXCHANGE NOTE DEFAULTS AND REMEDIES
    
    
    4Section 4.1. 2011-A Exchange Note Defaults
    
    
    4Section 4.2. Exchange Note Remedies
    
    
    4ARTICLE V APPLICATION OF COLLECTIONS ON THE 2011-A REFERENCE POOL
    
    
    5Section 5.1. Application of Collections on the 2011-A Reference Pool Where No
Facility Default or Exchange Note Default Has Occurred
    
    
    5Section 5.2. Modified Priorities Following Liquidation
    
    
    5ARTICLE VI SECURITY INTEREST
    
    
    6Section 6.1. Security Interest
    
    
    6ARTICLE VII MISCELLANEOUS
    
    
    6Section 7.1. Amendments
    
    
    6Section 7.2. 2011-A Exchange Noteholders Entitled to Benefits of this Supplement
    
    
    7Section 7.3. GOVERNING LAW
    
    
    7Section 7.4. Submission to Jurisdiction; Service of Process
    
    
    7Section 7.5. Severability
    
    
    7Section 7.6. Counterparts
    
    
    7Section 7.7. Headings
    
    
    7Section 7.8. No Petition
    
    
    7
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Schedule A Collateral Leases and Collateral Leased Vehicles in 2011-A Reference Pool
    
    SA-1Exhibit A Form of 2011-A Exchange Note
    
    EA-1Appendix 1 Usage and Definitions
    
    
    A1-1
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Supplement Borrower Borrowers Lender Servicer Administrative Agent Collateral Agent
 Credit and Security Agreement
   
 Usage and Definitions
 
 Creation and Designation
 2011-A Exchange Note




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Form of Execution, Authentication and Delivery of the 2011-A Exchange Note;
Delivery and Payment for the 2011-A Exchange Note
      2




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Transfer Restrictions with Respect to the 2011-A Exchange Note
 Interest Payments on the 2011-A Exchange Note Accrued Exchange Note
Interest Exchange Note Monthly
Interest Exchange Note Interest Shortfall
 Payments of Principal on the 2011-A Exchange Note
 Exchange Note Principal Payment Amount
  Reserve Account
     3




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The 2011-A Reference Pool
    
 2011-A Exchange Note Defaults
 Exchange Note Remedies
   4




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Application of Collections on the 2011-A Reference Pool Where No Facility
Default or Exchange Note Default Has Occurred
      pro rata
   Modified Priorities Following Liquidation
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Security Interest
   Amendments
 provided
 6




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2011-A Exchange Noteholders Entitled to Benefits of this Supplement
 GOVERNING LAW
 Submission to Jurisdiction; Service of Process
 Severability
 Counterparts
 Headings
 No Petition
 7




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8




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CAB EAST LLC,
     as a Titling CompanyBy:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryCAB WEST LLC,
     as a Titling CompanyBy:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryFCALM, LLC,
     as a Titling CompanyBy:

/s/
Susan J. ThomasName:
    Susan J. ThomasTitle:
    SecretaryFORD MOTOR CREDIT COMPANY LLC,
     as Lender and as ServicerBy:

/s/
Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant Treasurer




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U.S. BANK NATIONAL ASSOCIATION,
     not in its individual capacity but solely as
     Administrative AgentBy:

/s/
Melissa A. RosalName:
    Melissa A. RosalTitle:
    Vice PresidentHTD LEASING LLC,
     as Collateral AgentBy:

/s/
Melissa A. RosalName:
    Melissa A. RosalTitle:
    Vice President




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Collateral Leases and Collateral Leased Vehicles in 2011-A Reference Pool
  SA-1




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ERISA CODE SIMILAR LAW
  EA-1




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REGISTEREDNo. 1
    
    $[          ]
  CAB EAST LLC CAB WEST LLC Borrowers FORD CREDIT AUTO LEASE TRUST 2011-A 2011-A Exchange Noteholder Exchange Note Supplement [ ] DOLLARS AND [ ] CENTS ($[ ]) provided however [ ] Exchange Note Final Scheduled Payment Date Servicing Supplement
    EA-2




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EA-3




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CAB EAST LLC,
     as a Titling CompanyBy:Name:Title:CAB WEST LLC,
     as a Titling CompanyBy:Name:Title:  
 By:Name:Title:
 EA-4




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ADMINISTRATIVE AGENTS CERTIFICATE OF AUTHENTICATION
   U.S. BANK NATIONAL ASSOCIATION,
     not in its individual capacity but solely as
     Administrative AgentBy:Responsible Person EA-5




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REVERSE OF 2011-A EXCHANGE NOTE
   Payment Date
   EA-6




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EA-7




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provided
  EA-8




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provided however
 EA-9




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ASSIGNMENT
  
  
    Signature Guaranteed:*
 
 *
    
    Note: The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within 2011-A
Exchange Note in every particular, without alteration, enlargement or any
change whatsoever. EA-10