EXECUTION VERSION




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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1. Usage and Definitions
    
    
    1ARTICLE II ENGAGEMENT OF INDENTURE ADMINISTRATOR
    
    
    1Section 2.1. Engagement
    
    
    1Section 2.2. Compensation
    
    
    1ARTICLE III DUTIES OF INDENTURE ADMINISTRATOR
    
    
    2Section 3.1. Duties of the Indenture Administrator with respect to the DTC Letter
    
    
    2Section 3.2. Duties of the Indenture Administrator with respect to the Indenture
    
    
    2Section 3.3. Additional Duties
    
    
    5Section 3.4. Audits of the Indenture Administrator
    
    
    6Section 3.5. Additional Information to Be Furnished to the Issuer
    
    
    7Section 3.6. Updating List of Responsible Persons
    
    
    7Section 3.7. Prohibition on Certain Actions
    
    
    7ARTICLE IV INDEMNIFICATION
    
    
    7Section 4.1. Indemnification
    
    
    7ARTICLE V RESIGNATION AND REMOVAL OF THE INDENTURE ADMINISTRATOR; TERM OF AGREEMENT
    
    
    8Section 5.1. Resignation and Removal of Indenture Administrator
    
    
    8Section 5.2. Appointment of Successor Indenture Administrator
    
    
    9Section 5.3. Action upon Termination, Resignation or Removal
    
    
    9Section 5.4. Term of Agreement
    
    
    9ARTICLE VI MISCELLANEOUS
    
    
    9Section 6.1. Independence of the Indenture Administrator
    
    
    9Section 6.2. Transactions with Affiliates; Other Transactions
    
    
    10Section 6.3. Amendments
    
    
    10Section 6.4. Notices
    
    
    10Section 6.5. Assignment
    
    
    11Section 6.6. Third-Party Beneficiary
    
    
    11Section 6.7. GOVERNING LAW
    
    
    11Section 6.8. Submission to Jurisdiction
    
    
    11Section 6.9. WAIVER OF JURY TRIAL
    
    
    11Section 6.10. Severability
    
    
    11Section 6.11. Counterparts
    
    
    11Section 6.12. Headings
    
    
    12Section 6.13. No Petition
    
    
    12Section 6.14. Not Applicable to Ford Credit in Other Capacities
    
    
    12Section 6.15. Limitation of Liability of Owner Trustee and Indenture Trustee
    
    
    12
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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
 
 Engagement
 Compensation




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Duties of the Indenture Administrator with respect to the DTC Letter
 Duties of the Indenture Administrator with respect to the Indenture
         2




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3




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4




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Additional Duties
    5




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Audits of the Indenture Administrator
 6




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Additional Information to Be Furnished to the Issuer
 Updating List of Responsible Persons
 Prohibition on Certain Actions
 
 Indemnification
   7




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Resignation and Removal of Indenture Administrator
     8




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Appointment of Successor Indenture Administrator
   Action upon Termination, Resignation or Removal
 Term of Agreement
 
 Independence of the Indenture Administrator
 9




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Transactions with Affiliates; Other Transactions
 Amendments provided
 Notices
        10




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Assignment provided,
 Third-Party Beneficiary
 GOVERNING LAW
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL
 Severability
 Counterparts
 11




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Headings
 No Petition
 Not Applicable to Ford Credit in Other Capacities
 Limitation of Liability of Owner Trustee and Indenture Trustee
    12




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FORD 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 PresidentTHE BANK OF NEW YORK MELLON,
     not in its individual capacity but solely as Indenture
     TrusteeBy:

/s/
Esther D. AntoineName:
    Esther D. AntoineTitle:
    Senior AssociateFORD MOTOR CREDIT COMPANY LLC,
     as Indenture AdministratorBy:

/s/
Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant Treasurer AGREED AND ACCEPTED BY:FORD CREDIT AUTO LEASE TWO LLC,
     as DepositorBy:
    
    /s/ Susan J. ThomasName:  Susan J. ThomasTitle:    Secretary