exv4w1






Exhibit 4.1




EXECUTION VERSION



 





INDENTURE




between



FORD CREDIT AUTO LEASE TRUST 2011-A,

as Issuer



and



THE BANK OF NEW YORK MELLON,

as Indenture Trustee



Dated as of June 1, 2011


 






 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1
	Section 1.1. Usage and Definitions
	 	 	1
	Section 1.2. Incorporation by Reference of Trust Indenture Act
	 	 	2
	 
	 	 	 
	ARTICLE II THE NOTES
	 	 	2
	Section 2.1. Form
	 	 	2
	Section 2.2. Execution, Authentication and Delivery
	 	 	2
	Section 2.3. Tax Treatment
	 	 	3
	Section 2.4. Registration; Registration of Transfer and Exchange
	 	 	3
	Section 2.5. Mutilated, Destroyed, Lost or Stolen Notes
	 	 	6
	Section 2.6. Persons Deemed Owners
	 	 	7
	Section 2.7. Payment of Principal and Interest
	 	 	7
	Section 2.8. Cancellation
	 	 	8
	Section 2.9. Release of 2011-A Collateral
	 	 	8
	Section 2.10. Book-Entry Notes
	 	 	9
	Section 2.11. Definitive Notes
	 	 	10
	Section 2.12. Authenticating Agents
	 	 	10
	Section 2.13. Note Paying Agents
	 	 	11
	Section 2.14. Non-Permitted Noteholders
	 	 	11
	 
	 	 	 
	ARTICLE III COVENANTS AND REPRESENTATIONS
	 	 	12
	Section 3.1. Payment of Principal and Interest
	 	 	12
	Section 3.2. Maintenance of Office or Agency
	 	 	12
	Section 3.3. Money for Payments To Be Held in Trust
	 	 	12
	Section 3.4. Existence
	 	 	13
	Section 3.5. Protection of 2011-A Collateral
	 	 	14
	Section 3.6. Performance of Obligations; Servicing of Receivables
	 	 	14
	Section 3.7. Negative Covenants
	 	 	15
	Section 3.8. Opinions as to 2011-A Collateral
	 	 	16
	Section 3.9. Annual Statement as to Compliance
	 	 	16
	Section 3.10. Consolidation and Merger; Sale of Assets
	 	 	17
	Section 3.11. Successor or Transferee
	 	 	18
	Section 3.12. No Other Activities
	 	 	18
	Section 3.13. Further Instruments and Acts
	 	 	18
	Section 3.14. Restricted Payments
	 	 	18
	Section 3.15. Notice of Events of Default
	 	 	19
	Section 3.16. Representations and Warranties of the Issuer as to Security Interest
	 	 	19
	Section 3.17. Audits of the Issuer
	 	 	20
	Section 3.18. Representations and Warranties of the Issuer
	 	 	20
	Section 3.19. No Offer to Employee Benefit Plans
	 	 	21
	 
	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	21
	Section 4.1. Satisfaction and Discharge of Indenture
	 	 	21
	 
	 	 	 
	ARTICLE V REMEDIES
	 	 	22
	Section 5.1. Events of Default
	 	 	22






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	Section 5.2. Acceleration of Maturity; Rescission and Annulment
	 	 	23
	Section 5.3. Collection of Indebtedness by the Indenture Trustee
	 	 	23
	Section 5.4. Trustee May File Proofs of Claim
	 	 	24
	Section 5.5. Trustee May Enforce Claims Without Possession of Notes
	 	 	25
	Section 5.6. Remedies; Priorities
	 	 	25
	Section 5.7. Optional Preservation of the 2011-A Collateral
	 	 	26
	Section 5.8. Limitation of Suits
	 	 	27
	Section 5.9. Unconditional Rights of Noteholders to Receive Principal and Interest
	 	 	27
	Section 5.10. Restoration of Rights and Remedies
	 	 	27
	Section 5.11. Rights and Remedies Cumulative
	 	 	28
	Section 5.12. Delay or Omission Not a Waiver
	 	 	28
	Section 5.13. Control by Noteholders
	 	 	28
	Section 5.14. Waiver of Defaults and Events of Default
	 	 	29
	Section 5.15. Undertaking for Costs
	 	 	29
	Section 5.16. Waiver of Stay or Extension Laws
	 	 	29
	Section 5.17. Performance and Enforcement of Certain Obligations
	 	 	29
	 
	 	 	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	30
	Section 6.1. Duties of Indenture Trustee
	 	 	30
	Section 6.2. Rights of Indenture Trustee
	 	 	31
	Section 6.3. Individual Rights of Indenture Trustee
	 	 	32
	Section 6.4. Indenture Trustee’s Disclaimer
	 	 	32
	Section 6.5. Notice of Defaults
	 	 	33
	Section 6.6. Reports by Indenture Trustee
	 	 	33
	Section 6.7. Compensation and Indemnity
	 	 	35
	Section 6.8. Replacement of Indenture Trustee
	 	 	36
	Section 6.9. Successor Indenture Trustee by Merger
	 	 	37
	Section 6.10. Appointment of Separate Indenture Trustee or Co-Indenture Trustee
	 	 	37
	Section 6.11. Eligibility; Disqualification
	 	 	38
	Section 6.12. Preferential Collection of Claims Against Issuer
	 	 	39
	Section 6.13. Audits of the Indenture Trustee
	 	 	39
	Section 6.14. Representations and Warranties of the Indenture Trustee
	 	 	40
	Section 6.15. Duty to Update Disclosure
	 	 	41
	Section 6.16. Reporting of Reallocations of Leases and Leased Vehicles
	 	 	41
	 
	 	 	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	42
	Section 7.1. Names and Addresses of Noteholders
	 	 	42
	Section 7.2. Preservation of Information; Communications to Noteholders
	 	 	42
	Section 7.3. Reports by Issuer
	 	 	42
	Section 7.4. Reports by Indenture Trustee
	 	 	43
	 
	 	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	43
	Section 8.1. Collection of Money
	 	 	43
	Section 8.2. Bank Accounts; Distributions and Disbursements
	 	 	43
	Section 8.3. General Provisions Regarding Bank Accounts
	 	 	46
	Section 8.4. Release of 2011-A Collateral
	 	 	46






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	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	47
	Section 9.1. Supplemental Indentures Without Consent of Noteholders
	 	 	47
	Section 9.2. Supplemental Indentures with Consent of Noteholders
	 	 	48
	Section 9.3. Execution of Supplemental Indentures
	 	 	49
	Section 9.4. Effect of Supplemental Indenture
	 	 	50
	Section 9.5. [Reserved]
	 	 	50
	Section 9.6. Reference in Notes to Supplemental Indentures
	 	 	50
	 
	 	 	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	50
	Section 10.1. Redemption
	 	 	50
	 
	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	51
	Section 11.1. Compliance Certificates and Opinions, etc.
	 	 	51
	Section 11.2. Form of Documents Delivered to Indenture Trustee
	 	 	51
	Section 11.3. Acts of Noteholders
	 	 	53
	Section 11.4. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
	 	 	53
	Section 11.5. Notices to Noteholders; Waiver
	 	 	54
	Section 11.6. Conflict with Trust Indenture Act
	 	 	54
	Section 11.7. Benefits of Indenture
	 	 	55
	Section 11.8. GOVERNING LAW
	 	 	55
	Section 11.9. Submission to Jurisdiction
	 	 	55
	Section 11.10. WAIVER OF JURY TRIAL
	 	 	55
	Section 11.11. Severability
	 	 	55
	Section 11.12. Counterparts
	 	 	56
	Section 11.13. Headings
	 	 	56
	Section 11.14. Issuer Obligation
	 	 	56
	Section 11.15. Subordination of Claims against the Depositor
	 	 	56
	Section 11.16. No Petition
	 	 	57
	Section 11.17. Rights Limited to Collateral Specified Interest
	 	 	57
	 
	 	 	 	 
	Schedule A Notice Addresses
	 	SA-1
	Exhibit A Form of Class A / B Note
	 	EA-1






iii









 





     INDENTURE, dated as of June 1, 2011 (this “Indenture”), between FORD CREDIT AUTO LEASE
TRUST 2011-A, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK MELLON, a New York
banking corporation, as Indenture Trustee for the benefit of the 2011-A Secured Parties.



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the 2011-A Secured Parties.



GRANTING CLAUSE




     The Issuer Grants to the Indenture Trustee at the 2011-A Closing Date, as Indenture Trustee
for the benefit of the 2011-A Secured Parties, all of the Issuer’s right, title and interest in, to
and under, whether now owned or hereafter acquired, the 2011-A Collateral. The foregoing Grant is
made in trust to secure (a) the payment of principal of, interest on and any other amounts owing in
respect of the Notes as provided in this Indenture and (b) compliance by the Issuer with the
provisions of this Indenture for the benefit of the 2011-A Secured Parties.



     The Titling Companies hereby jointly and severally Grant to the Indenture Trustee at the
2011-A Closing Date, as Indenture Trustee for the benefit of the 2011-A Secured Parties, all of the
Titling Companies’ right, title and interest in, to and under, whether now owned or existing or
hereafter acquired or arising in, the Titling Company Collateral Accounts. The foregoing Grant is
made in trust to secure (a) the payment of principal of and interest on, and any other amounts
owing in respect of, the 2011-A Exchange Note as provided in the Exchange Note Supplement and (b)
compliance by the Titling Companies with the provisions of the Exchange Note Supplement for the
benefit of the 2011-A Secured Parties.



     The Indenture Trustee acknowledges such Grants, accepts the trusts under this Indenture in
accordance with this Indenture and agrees to perform the duties required in this Indenture and the
Exchange Note Supplement so that the interests of the 2011-A Secured Parties may be adequately and
effectively protected.



ARTICLE I

USAGE AND DEFINITIONS




     Section 1.1. Usage and Definitions. Capitalized terms used but not otherwise defined
in this Indenture are defined in Appendix 1 to the Exchange Note Supplement (the “Exchange Note
Supplement”) to the Credit and Security Agreement (as defined below), dated as of June 1, 2011,
among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a
Borrower, and FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the
“Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”),
as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor
Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not
otherwise defined in this Indenture or in Appendix 1 to the Exchange Note Supplement are defined in
Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security
Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S.
Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as



 









 




Lender and Servicer.
Appendix 1 and Appendix A also contain rules as to usage applicable to this Indenture and are
incorporated by reference into this Indenture.




     Section 1.2. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:



     “indenture securities” means the Notes;



     “indenture security holder” means a Noteholder;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Indenture Trustee;
and



     “obligor” on the indenture securities means the Issuer and any other obligor on the
indenture securities.



     All other TIA terms used in this Indenture that are defined in the TIA, defined by TIA
reference to another statute or defined by Securities and Exchange Commission rule have the meaning
assigned to them by such definitions.



ARTICLE II

THE NOTES




     Section 2.1. Form.



     (a) Each Class of Notes, together with the Indenture Trustee’s certificates of authentication,
will be in substantially the form set forth in Exhibit A with such variations as are required or
permitted by this Indenture. The Notes may have such marks of identification and such legends or
endorsements placed on them as may be determined, consistent with this Indenture, by the
Responsible Person of the Issuer executing such Notes, as evidenced by their execution of such
Notes. The physical Notes will be produced by any method as determined by the Responsible Person
of the Issuer executing such Notes, as evidenced by their execution of such Notes.



     (b) Each Note will be dated the date of its authentication. The terms of the Notes set forth
in Exhibit A are part of this Indenture and are incorporated into this Indenture by reference.



     Section 2.2. Execution, Authentication and Delivery.



     (a) A Responsible Person of the Issuer will execute the Notes on behalf of the Issuer. The
signature of such Responsible Person on the Notes may be manual or facsimile. Notes
bearing the manual or facsimile signature of an individual who was a Responsible Person of the
Issuer will bind the Issuer, notwithstanding that such individual has ceased to hold such office
before the authentication and delivery of such Notes or did not hold such office at the date of
issuance of such Notes.



2









 





     (b) The Indenture Trustee will, upon Issuer Order, authenticate and deliver the Notes for
original issue in the Classes, Note Interest Rates and initial Note Balances as set forth below.



	 	 	 	 	 	 	 	 	 
	Class	 	Note Interest Rate	 	Initial Note Balance
	Class A-1 Notes
	 	 	0.26061%	 	 	$	246,000,000	 
	Class A-2 Notes
	 	 	0.74%	 	 	$	390,000,000	 
	Class A-3 Notes
	 	 	1.03%	 	 	$	305,000,000	 
	Class A-4 Notes
	 	 	1.34%	 	 	$	65,841,000	 
	Class B Notes
	 	 	1.92%	 	 	$	44,188,000	 






     (c) The Notes will initially be issued as Book-Entry Notes. The Notes will be issuable in
minimum denominations of $100,000 and in multiples of $1,000 in excess thereof; provided
that one Note of each Class may fail to be in such minimum denomination due to the difference
between such minimum denomination requirement and the initial Note Balance of the Notes.



     (d) No Note will be entitled to any benefit under this Indenture or be valid for any purpose,
unless it bears a certificate of authentication substantially in the form provided for in this
Indenture executed by the Indenture Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note will be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered under this Indenture.



     Section 2.3. Tax Treatment. The Issuer intends that Notes that are owned or
beneficially owned by a Person other than Ford Credit or its Affiliates will be indebtedness of the
Issuer, secured by the 2011-A Collateral, for U.S. federal, State and local income and franchise
tax purposes. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance
of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes for U.S. federal, State and local income and franchise tax purposes as
indebtedness of the Issuer.



     Section 2.4. Registration; Registration of Transfer and Exchange.



     (a) The Issuer appoints the Indenture Trustee to be the “Note Registrar” and to keep a
register (the “Note Register”) for the purpose of registering Notes and transfers of Notes
as provided in this Indenture. Upon any resignation of the Note Registrar, the Issuer will
promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of
Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee as Note
Registrar, (i) the Issuer will notify the Indenture Trustee of such appointment, (ii) the Indenture
Trustee will have the right to inspect the Note Register at all reasonable times and to obtain
copies of the
Note Register and (iii) the Indenture Trustee will have the right to rely upon a certificate
executed by an officer of the Note Registrar as to the names and addresses of the Noteholders and
the principal amounts and number of the Notes.



     (b) Upon surrender for registration of transfer of any Note at the office or agency of the
Issuer maintained under Section 3.2, if the requirements of Section 8-401(a) of the UCC are met,
the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will obtain
from the Indenture Trustee, in the name of the designated transferee or transferees, one or



3









 







more
new Notes of the same Class, in any authorized denomination, in the same aggregate principal
amount.



     (c) A Noteholder may exchange Notes for other Notes of the same Class, in any authorized
denominations, in the same aggregate principal amount, by surrendering the Notes to be exchanged at
the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section
8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and
the Noteholder will obtain from the Indenture Trustee the Notes that the Noteholder making such
exchange is entitled to receive.



     (d) All Notes issued upon any registration of transfer or exchange of Notes will be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture as the Notes surrendered upon such registration of transfer or exchange.



     (e) Every Note presented or surrendered for registration of transfer or exchange will be (i)
duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the
Note Registrar or the Indenture Trustee duly executed by, the Noteholder of such Note or such
Noteholder’s attorney duly authorized in writing, with such signature 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, and (ii) accompanied by such other documents as the Indenture Trustee may require.



     (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service
charge on a Noteholder for any registration of transfer or exchange of Notes. The Issuer, the Note
Registrar or the Indenture Trustee may require such Noteholder to pay an amount sufficient to cover
any tax or other governmental charge that may be imposed in connection with such registration of
transfer or exchange of the Notes.



     (g) Neither the Issuer nor the Note Registrar will be required to register transfers or
exchanges of Notes selected for redemption or Notes whose next Payment Date is not more than 15
days after the requested date of such transfer or exchange.



     (h) The Class A-1 Notes and the Class B Notes (together, the “144A Notes”) have not
been registered under the Securities Act or any State securities law. None of the Issuer, the Note
Registrar or the Indenture Trustee is obligated to register the 144A Notes under the Securities Act
or any other securities or “blue sky” laws or to take any other action not otherwise required
under this Indenture or the Trust Agreement to permit the transfer of any Note without
registration. The Issuer, at the direction of the Depositor or the Indenture Administrator, may
elect to register, or cause the registration of, the 144A Notes under the Securities Act and any
applicable State securities law, in which case the Issuer will deliver, or cause to be delivered,
to the Indenture Trustee and the Registrar such Opinions of Counsel, Officer’s Certificates and
other information as determined by the Depositor as necessary to effect such registration.



4









 





     (i) Until such time as the 144A Notes have been registered under the Securities Act and any
applicable State securities law pursuant to Section 2.4(h), no 144A Note may be sold, transferred,
assigned, participated, pledged, or otherwise disposed of (any such act, a “144A Note
Transfer”) to any Person except in accordance with the provisions of this Section 2.4, and any
attempted 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void
144A Note Transfer”).



     (j) Each 144A Note will bear a legend to the effect of the legend contained in Exhibit A
unless determined otherwise by the Indenture Administrator (as certified to the Indenture Trustee
in an Officer’s Certificate) consistent with applicable law.



     As a condition to the registration of any 144A Note Transfer, the prospective transferee of
such 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the
Issuer the following, unless determined otherwise by the Indenture Administrator on behalf of the
Issuer (as certified to the Indenture Trustee in an Officer’s Certificate):




     (i) It understands that the 144A Notes have not been and will not be registered under
the Securities Act or any state or other applicable securities or “blue sky” law.




     (ii) It understands that 144A Note Transfers are only permitted if made in compliance
with the Securities Act and other applicable laws and only to a person that the holder
reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act (a “QIB”).




     (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on
Rule 144A under the Securities Act and if it is acquiring such 144A Notes or any interest or
participation in the 144A Notes for the account of another QIB, such other QIB is aware that
the sale is being made in reliance on Rule 144A under the Securities Act and (C) is
acquiring such 144A Notes or any interest or participation in the 144A Notes for its own
account or for the account of another QIB.




     (iv) It is purchasing the 144A Notes for its own account or for one or more investor
accounts for which it is acting as fiduciary or agent, in each case for investment, and not
with a view to offer, transfer, assign, participate, pledge or otherwise dispose of such
144A Notes in connection with any distribution of such 144A Notes that would violate the
Securities Act.



     (k) By acceptance of any 144A Note, the related 144A Noteholder specifically agrees with and
represents to the Depositor, the Issuer and the Note Registrar, that no 144A Note Transfer will be
made unless (i) the registration requirements of the Securities Act and any
applicable State securities laws have been complied with in respect of such class in
accordance with Section 2.4(h), (ii) such 144A Note Transfer is to the Depositor or its Affiliates,
or (iii) such 144A Note Transfer is exempt from the registration requirements under the Securities
Act because such 144A Note Transfer is in compliance with Rule 144A under the Securities Act, to a
transferee who the transferor reasonably believes is a QIB (as defined in the Securities Act) that



5









 







is purchasing for its own account or for the account of a QIB and to whom notice is given that such
144A Note Transfer is being made in reliance upon Rule 144A under the Securities Act.



     (l) The Depositor will make available to the prospective transferor and transferee of a 144A
Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the
“Rule 144A Information”). The Rule 144A Information will include any or all of the
following items requested by the prospective transferee:




     (i) the offering memorandum relating to such 144A Notes and any amendments or
supplements to such offering memorandum;




     (ii) the Monthly Investor Report for each Payment Date preceding such request; and




     (iii) such other information as is reasonably available to the Indenture Trustee in
order to comply with requests for information pursuant to Rule 144A.



     (m) Each Holder of a Note (or a beneficial interest in a Note) that is subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or any federal, state, local or
non-U.S. law or regulation that is substantially similar to the provisions of Title I of ERISA or
Section 4975 of the Code (a “Similar Law”), by accepting a Note (or a beneficial interest
in a Note), is deemed to represent that its purchase and holding of such Note (or a beneficial
interest in such Note) does not constitute and will not result in a non-exempt prohibited
transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a
statutory or administrative exemption from the prohibited transaction rules (or, if the holder is
subject to any similar law, such purchase and holding does not constitute and will not result in a
violation of such Similar Law).



     Section 2.5. Mutilated, Destroyed, Lost or Stolen Notes.



     (a) If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer
will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a
replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so
long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to
hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or
the Indenture Trustee have received notice that such Note has been acquired by a protected
purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of
the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is
due and payable within 15 days or has been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due
or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of
the original Note in lieu of which such replacement Note was issued (or such payment made) presents
for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note (or such payment) from such Person



6









 







to whom such replacement Note (or
such payment) was delivered or any assignee of such Person, except a protected purchaser, and will
be entitled to recover upon the security or indemnity provided for such replacement Note (or such
payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the
Indenture Trustee in connection with such replacement Note (or such payment).



     (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the
Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge
imposed and any other reasonable expenses incurred in connection with such replacement Note.



     (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or
stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will
be entitled to all the benefits of this Indenture equally and proportionately with all other Notes
of the same Class duly issued under this Indenture.



     (d) The provisions of this Section 2.5 are exclusive and preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     Section 2.6. Persons Deemed Owners. With respect to any date of determination, the
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name any Note is registered as of such date as the owner of such Note for the
purpose of receiving payments of principal of and any interest on such Note and for all other
purposes, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture
Trustee will be affected by notice to the contrary.



     Section 2.7. Payment of Principal and Interest.



     (a) Each Class of Notes will accrue interest at the Note Interest Rate for such Class.
Interest on each Note will be due and payable on each Payment Date as specified in such Note.
Interest on the Class A-1 Notes will be computed on the basis of actual number of days elapsed and
a 360-day year. Interest on all other Classes of Notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months.



     (b) Interest and principal payments on each Class of Notes will be made ratably to the
Noteholders of such Class entitled to such payments. On each Payment Date, distributions to be
made with respect to interest on and principal of the Book-Entry Notes will be paid to the
Registered Noteholder by wire transfer in immediately available funds to the account designated by
the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to
be made with respect to interest on and principal of the Definitive Notes will be paid to the
Registered Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate
instructions at least five Business Days before such Payment Date and the aggregate original
principal amount of such Noteholder’s Notes is at least $1,000,000, by wire transfer in immediately
available funds to the account of such Noteholder or (ii) by check mailed first class mail, postage
prepaid, to such Registered Noteholder’s address as it appears on the Note Register



7









 







on the related
Record Date. However, the final installment of principal (whether payable by wire transfer or
check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled
Payment Date will be payable only upon presentation and surrender of such Note. The Indenture
Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the
final installment of principal of and interest on such Registered Noteholder’s Notes will be paid
not later than five days before such date. Such notice will specify the place where such Notes may
be presented and surrendered for payment of such installment. All funds paid by wire transfers or
checks that are returned undelivered will be held in accordance with Section 3.3.



     (c) The principal of each Note will be payable in installments on each Payment Date as
specified in such Note; provided, that the Issuer will have the option to redeem such Notes
in whole pursuant to Section 10.01. The entire unpaid Note Balance of each Class of Notes will be
due and payable on the earlier of their applicable Final Scheduled Payment Date and the Redemption
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due
and payable on the date on which the Notes are declared to be immediately due and payable in the
manner provided in Section 5.2(a).



     Section 2.8. Cancellation. Any Person that receives a Note surrendered for payment,
registration of transfer, exchange or redemption will deliver such Note to the Indenture Trustee.
The Indenture Trustee will promptly cancel all Notes it receives that have been surrendered for
payment, registration of transfer or exchange, or redemption. The Issuer may deliver to the
Indenture Trustee for cancellation any Notes previously authenticated and delivered under this
Indenture which the Issuer may have acquired in any manner, and the Indenture Trustee will promptly
cancel such Notes. No Notes will be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 2.8. The Indenture Trustee may hold or dispose of all
cancelled Notes in accordance with its standard retention or disposal policy unless the Issuer
directs, by Issuer Order, that they be destroyed or returned to it (so long as such Notes have not
been disposed of previously by the Indenture Trustee).



     Section 2.9. Release of 2011-A Collateral.



     (a) The Indenture Trustee will release property from the Lien of this Indenture only in
accordance with Sections 8.4 and 10.1.



     (b) The Issuer and the Indenture Trustee intend that the property in which a security interest
is granted pursuant to this Indenture will be limited to the 2011-A Exchange Note and the proceeds
thereof, and the other 2011-A Collateral as specified in the “GRANTING CLAUSE” of this Indenture,
and such security interest will not include any direct rights in the Collateral Leases or
Collateral Leased Vehicles, or proceeds thereof (other than to the extent constituting proceeds of
the 2011-A Exchange Note), or other property of the Titling Companies. Without limiting this
intention, the Indenture Trustee will be deemed to release, and does release, any and all Liens and
other rights and interests it possesses or may possess from time to time, without further action of
the parties, in, to and under:




     (i) each Lease and Leased Vehicle and all proceeds thereof (and the proceeds of the
2011-A Exchange Note, to the extent consisting of the proceeds of such Lease or



8









 







Leased
Vehicle), effective on the date on which an Administrative Reallocation Amount with respect
to such Lease and Leased Vehicle is deposited into the Exchange Note Collection Account; and




     (ii) each Leased Vehicle and the proceeds thereof (and the proceeds of the 2011-A
Exchange Note, to the extent consisting of the proceeds of such Leased Vehicle) and the
rights of the Titling Company and/or Ford Credit (individually or as Servicer) under any
contract or agreement for the sale or other disposition of such Leased Vehicle (including in
connection with the realization of the proceeds of any insurance policy with respect to or
covering such Leased Vehicle), effective immediately prior to the date on which such
contract or agreement arises (provided, that the Servicer will Post all proceeds of
the Leased Vehicles in accordance with Section 6.1(a) of the Servicing Agreement).



     Each Noteholder, by accepting the benefits of a Note, acknowledges and accepts the release
pursuant to this Section 2.9(b).



     Section 2.10. Book-Entry Notes. The Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes and Class B Notes will be issued as Book-Entry Notes on the 2011-A Closing
Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten
Notes representing the Book-Entry Notes and delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes will be registered
initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in
such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes
(the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.11:



     (a) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee will be
entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment
of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or
directions under this Indenture) as the sole Noteholder of the Book-Entry Notes, and will have no
obligation to the Note Owners;



     (b) the Clearing Agency will make book-entry transfers among its participants and receive and
transmit payments of principal of and interest on the Book-Entry Notes to such participants;



     (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions
of this Indenture, the provisions of this Section 2.10 will control;



     (d) the rights of Note Owners may be exercised only through the Clearing Agency and will be
limited to those established by law and agreements between such Note Owners and the Clearing Agency
and/or its participants pursuant to the DTC Letter; and



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Noteholders of a specified percentage of the Note Balance of the Notes Outstanding
(or the Controlling Class), the Clearing Agency will be deemed to represent



9









 







such percentage only to
the extent that it has received instructions to such effect from Note Owners and/or the Clearing
Agency’s participants owning or representing, respectively, such required percentage of the
beneficial interest of the Notes Outstanding (or the Controlling Class) and has delivered such
instructions to the Indenture Trustee.



     Section 2.11. Definitive Notes. With respect to any Class or Classes of Book-Entry
Notes, if (a) the Indenture Administrator notifies the Indenture Trustee that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities as depository for the
Book-Entry Notes and the Indenture Administrator is unable to reach an agreement on satisfactory
terms with a qualified successor, (b) the Indenture Administrator notifies the Indenture Trustee
that it elects to terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of an Event of Default or a Servicer Event of Default, so long as any Book-Entry Notes
are Outstanding Note Owners of a majority of the Note Balance of the Controlling Class notify the
Indenture Trustee and the Clearing Agency that they want to terminate the book-entry system through
the Clearing Agency, then the Clearing Agency will notify all Note Owners and the Indenture Trustee
of the occurrence of such election and of the availability of Definitive Notes to the Note Owners.
After the Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes
and delivered the registration instructions to the Indenture Trustee, the Issuer will execute and
the Indenture Trustee, upon Issuer Request, will authenticate the Definitive Notes in accordance
with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the
Indenture Trustee will be liable for any delay in delivery of such instructions and may
conclusively rely on, and will be protected in relying on, such instructions. Upon the issuance of
Definitive Notes to Note Owners, the Indenture Trustee will recognize the holders of such
Definitive Notes as Noteholders.



     Section 2.12. Authenticating Agents.



     (a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating
Agent”) with the power to act on its behalf and subject to its direction in the authentication
of Notes in connection with issuances, transfers and exchanges under Sections
2.2, 2.4, 2.5 and 9.6, as though each such Authenticating Agent had been expressly authorized
by those Sections to authenticate such Notes. For all purposes of this Indenture, the
authentication of Notes by an Authenticating Agent pursuant to this Section 2.12 is deemed to be
the authentication of Notes “by the Indenture Trustee.”



     (b) Any Person into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, consolidation or conversion to which
an Authenticating Agent is a party, or any Person succeeding to all or substantially all of the
corporate trust business of an Authenticating Agent, will be the successor of such Authenticating
Agent under this Indenture without the execution or filing of any document or any further act.



     (c) An Authenticating Agent may resign by giving notice of resignation to the Indenture
Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating
Agent by giving notice of termination to such Authenticating Agent and the Owner Trustee. Upon
receiving such notice of resignation or upon such a termination, the



10









 







Indenture Trustee may appoint
a successor Authenticating Agent and will notify the Owner Trustee of any such appointment.



     (d) Sections 2.8 and 6.4 will apply to each Authenticating Agent.



     Section 2.13. Note Paying Agents.



     (a) The Indenture Trustee may appoint one or more Note Paying Agents that meet the eligibility
standards for the Indenture Trustee specified in Section 6.11. The Note Paying Agents will have
the power to make distributions from the Bank Accounts.



     (b) Any Person into which a Note Paying Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, consolidation or conversion to which a
Note Paying Agent is a party, or any Person succeeding to all or substantially all of the corporate
trust business of a Note Paying Agent, will be the successor of such Note Paying Agent under this
Indenture without the execution or filing of any document or any further act.



     (c) A Note Paying Agent may resign by giving notice of resignation to the Indenture Trustee,
the Indenture Administrator and the Issuer. The Indenture Trustee may terminate the agency of a
Note Paying Agent by giving notice of termination to such Note Paying Agent, the Indenture
Administrator and the Issuer. Upon receiving such notice of resignation or upon such a
termination, the Indenture Trustee may appoint a successor Note Paying Agent and will notify the
Indenture Administrator and the Issuer of any such appointment.



     (d) Sections 2.8 and 6.4 will apply to each Note Paying Agent.



     Section 2.14. Non-Permitted Noteholders. If the Issuer determines, based on written advice from counsel, that any 144A Noteholder
does not meet all of the requirements in the legend to the 144A Note that is set forth in Section
2.4(j) (a “Non-Permitted Noteholder”), the Issuer will require the Non-Permitted Noteholder
to sell its interest in the Notes to a Person who does meet all such requirements within thirty
(30) days after notice from the Issuer that it must sell such Note to a Person who meets all such
requirements. If such Non-Permitted Noteholder fails to effect the sale within such 30-day period,
the Issuer will have the right, without further notice to such Non-Permitted Noteholder, to (i)
redeem such Non-Permitted Noteholder’s Notes by payment of the Note Balance of such Notes and all
accrued and unpaid interest on such Note as of the date of redemption or (ii) sell such Note or
interest in such Note to a purchaser selected by the Issuer who meets all applicable transfer
requirements on such terms as the Issuer may choose. If a Non-Permitted Noteholder’s Notes will be
redeemed by the Issuer, the Depositor may direct the Issuer to use any amounts that would otherwise
be distributed to the Depositor pursuant to Sections 8.2(b)(ix), 8.2(c)(vi) and 8.2(d)(vii) or
Section 4.1(a) of the Trust Agreement, together with any other amounts that the Depositor may
contribute to the Issuer for such purpose, to redeem any Notes pursuant to this Section 2.14. If a
Non-Permitted Noteholder’s Notes will be sold to a purchaser selected by the Issuer, the Issuer may
select a purchaser by soliciting one or more bids from one or more brokers or other market
professionals that regularly deal in securities similar to the Notes, and selling such Notes to the
highest such bidder. However, the Issuer may select a purchaser by any other means determined by
it in its



11









 







sole discretion. Each Holder of each 144A Note, the Non-Permitted Noteholder and each
other Person in the chain of title from the new Noteholder to the Non-Permitted Noteholder, by its
acceptance of an interest in the 144A Notes, agrees to co-operate with the Issuer to effect such
transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection
with such sale will be remitted to the Non-Permitted Noteholder. The terms and conditions of any
sale under this Section 2.14 will be determined in the sole discretion of the Issuer and neither
the Issuer nor the Indenture Trustee will be liable to any Person having an interest in the 144A
Notes sold as a result of any such sale or the exercise of such discretion.



ARTICLE III

COVENANTS AND REPRESENTATIONS




     Section 3.1. Payment of Principal and Interest. The Issuer will duly and punctually
pay the principal of and interest on the Notes in accordance with the Notes and this Indenture.
Amounts withheld under the Code or any State or local tax law by any Person from a payment to any
Noteholder will be considered as having been paid by the Issuer to such Noteholder.



     Section 3.2. Maintenance of Office or Agency. The Issuer will maintain an office or
agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer initially appoints the Indenture
Trustee to serve as its agent for such purposes. The Issuer will promptly notify the Indenture
Trustee of any change in the location of such office or agency. If the Issuer fails to maintain
any such office or agency or fails to furnish the
Indenture Trustee with the address of such office or agency, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuer appoints the Indenture
Trustee as its agent to receive all such surrenders, notices and demands.



     Section 3.3. Money for Payments To Be Held in Trust.



     (a) All payments of amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Bank Accounts will be made on behalf of the Issuer by the Indenture
Trustee or by another Note Paying Agent, and no amounts so withdrawn from the Bank Accounts for
payments of Notes may be paid over to the Issuer, except as provided in this Section 3.3.



     (b) The Indenture Trustee (including in its capacity as Note Paying Agent) will cause each
Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture
Trustee, an instrument in which such Note Paying Agent agrees with the Indenture Trustee to:




     (i) hold all sums held by it for the payment of amounts due on the Notes in trust for
the benefit of the Persons entitled to such sums until such sums are paid to such Persons or
otherwise disposed of as provided in this Indenture and pay such sums to such Persons as
provided in this Indenture;



12









 






     (ii) give the Indenture Trustee notice of any default by the Issuer of which it has
actual knowledge in the making of any payment required to be made with respect to the Notes;




     (iii) during the continuance of any such default, upon the request of the Indenture
Trustee, immediately pay to the Indenture Trustee all sums held in trust by such Note Paying
Agent;




     (iv) immediately resign as a Note Paying Agent and immediately pay to the Indenture
Trustee all sums held by it in trust for the payment of Notes if it ceases to meet the
eligibility standards specified in Section 6.11 with respect to the Indenture Trustee; and




     (v) comply with all requirements of the Code and any State or local tax law with
respect to withholding and reporting requirements in connection with payments on the Notes.



     (c) The Issuer may by Issuer Order, direct any Note Paying Agent to pay to the Indenture
Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent.
Upon a Note Paying Agent’s payment of all sums held in trust to the Indenture Trustee, such Note
Paying Agent will be released from all further liability with respect to such money.



     (d) Subject to laws with respect to escheat of funds, any money held by the Indenture Trustee
or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable will be discharged
from such trust and paid to the Issuer upon Issuer Request. After such discharge and payment, the
Noteholder of such Note will, as an unsecured general creditor, look only to the Issuer for payment
of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and
all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money
will thereupon cease. However, the Indenture Trustee or such Note Paying Agent, before making any
such repayment, will publish once, at the expense and direction of the Issuer, in a newspaper
customarily published on each Business Day in the English language and of general circulation in
The City of New York, notice that such money remains unclaimed and that after a date specified in
such notice, which must be at least 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee will also
adopt and employ, at the expense of the Indenture Administrator and direction of the Issuer, any
other reasonable means of notification of such repayment (including notifying Noteholders whose
Notes have been called but have not been surrendered for redemption or whose right to or interest
in monies due and payable but not claimed is determinable from the records of the Indenture Trustee
or of any Note Paying Agent of such repayment, at the last address of record for each such
Noteholder).



     Section 3.4. Existence. The Issuer will keep in full effect its existence, rights and
franchises as a statutory trust under the Delaware Statutory Trust Act (unless it becomes, or any
successor Issuer under this Indenture is or becomes, organized under the laws of any other State



13









 







or
of the United States, in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and preserve its
qualification in each jurisdiction in which such qualification is or will be necessary to protect
the validity and enforceability of this Indenture, the Notes, the 2011-A Collateral and each other
instrument or agreement included in the 2011-A Collateral.



     Section 3.5. Protection of 2011-A Collateral.



     (a) The Issuer will (i) execute and deliver all such supplements and amendments to this
Indenture and instruments of further assurance and other instruments, (ii) file or authorize and
cause to be filed all such financing statements and amendments and continuations of such financing
statements and (iii) take such other action, in each case necessary or advisable to:




     (i) maintain or preserve the Lien and security interest (and the priority of such
security interest) of this Indenture or carry out more effectively the purposes of this
Indenture;




     (ii) perfect, publish notice of or protect the validity of any Grant made or to be made
by this Indenture;




     (iii) enforce any of the 2011-A Collateral; or




     (iv) preserve and defend title to the 2011-A Collateral and the rights of the Indenture
Trustee and the 2011-A Secured Parties in such 2011-A Collateral against the claims of all
Persons.



     (b) The Issuer authorizes the Indenture Administrator and the Indenture Trustee to file any
financing or continuation statements, and amendments to such statements, in all jurisdictions and
with all filing offices as are necessary or advisable to preserve, maintain and protect the
interest of the Indenture Trustee in the 2011-A Collateral. Such financing and continuation
statements may describe the 2011-A Collateral in any manner as the Indenture Administrator or the
Indenture Trustee may reasonably determine to ensure the perfection of the interest of the
Indenture Trustee in the 2011-A Collateral (including describing the 2011-A Collateral as “all
assets” of the Issuer). The Indenture Administrator or the Indenture Trustee, as applicable, will
deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement
and continuation statement promptly upon such document becoming available following filing.



     (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any
such financing or continuation statements, and amendments to such statements, are required to be
filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements,
or amendment to such statements, and will not be liable for failure to do so.



     Section 3.6. Performance of Obligations; Servicing of Receivables.



     (a) No Release of Material Covenants or Obligations. The Issuer will not take any
action, and will use its best efforts to prevent any action from being taken by others, that would
release any Person from any material covenants or obligations under any instrument or



14









 







agreement
included in the 2011-A Collateral or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or effectiveness of, any such
instrument or agreement, except as provided in any 2011-A Basic Document.



     (b) Contracting. The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer’s Certificate of the Issuer will be deemed to be
action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the
Indenture Administrator to assist the Issuer in performing its duties under this Indenture.



     (c) Performance of Obligations. The Issuer will punctually perform and observe all of
its obligations and agreements contained in the 2011-A Basic Documents and in the instruments and
agreements included in the 2011-A Collateral.



     (d) Event of Servicing Termination. If the Issuer has actual knowledge of the
occurrence of a Facility Servicer Event of Default or Exchange Note Servicer Event of Default, the
Issuer will promptly notify the Indenture Trustee and the Rating Agencies of such occurrence and
specify in such notice any action the Issuer is taking in respect of such event. If an Exchange
Note Servicer Event of Default arises from the failure of the Servicer to perform any of its duties
and obligations under the Servicing Agreement with respect to the 2011-A
Collateral, the Issuer will take all reasonable steps available to cause the Servicer to
remedy such failure.



     (e) Servicer Termination; Successor Servicer. Within two Business Days after any
termination of the Servicer’s rights and powers pursuant to Sections 8.1 or 8.3 of the Servicing
Agreement or resignation of the Servicer pursuant to Section 3.6 of the Servicing Agreement, the
Issuer will notify the Indenture Trustee. As soon as a successor Servicer is appointed pursuant to
Section 8.4 of the Servicing Agreement, the Issuer will notify the Indenture Trustee of such
appointment, specifying in such notice the name and address of such successor Servicer. The Issuer
will deliver to the Rating Agencies a copy of any notice of the appointment of a successor Servicer
that is received by the Indenture Trustee pursuant to this Section 3.6(e), within 10 days after the
date on which the Indenture Trustee receives such notice.



     Section 3.7. Negative Covenants. So long as any Notes are Outstanding, the Issuer
will not:



     (a) except as expressly permitted by any 2011-A Basic Document, sell, transfer, exchange or
otherwise dispose of any of the assets in the 2011-A Collateral unless directed to do so by the
Indenture Trustee;



     (b) claim any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts withheld from such payments under the Code or any State
or local tax law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon the Issuer or the 2011-A Collateral;



     (c) dissolve or liquidate in whole or in part;



15









 





     (d) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the
Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or
permit any Person to be released from any covenants or obligations with respect to the Notes under
this Indenture except as expressly permitted by this Indenture, (ii) permit any Lien other than
Permitted Liens to be created on or extend to or otherwise arise upon or burden the 2011-A
Collateral or (iii) permit the Lien of this Indenture not to constitute a valid first priority
security interest in the 2011-A Collateral (other than with respect to Permitted Liens); or



     (e) except as otherwise provided in any 2011-A Basic Document, amend, modify, waive,
supplement, terminate or surrender the terms of any 2011-A Collateral or any of the 2011-A Basic
Documents without first obtaining the consent of the Indenture Trustee or the Noteholders of a
majority of the Note Balance of the Controlling Class and providing notice by the Issuer to the
Rating Agencies.



     Section 3.8. Opinions as to 2011-A Collateral.



     (a) If this Indenture is subject to recording in any appropriate public recording offices, the
Issuer, at its expense, will effect such recording and deliver an Opinion of Counsel to
the Indenture Trustee (which may be counsel to the Issuer or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the
protection of the 2011-A Secured Parties or any other Person secured under this Indenture or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     (b) On the 2011-A Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of
Counsel to the effect that this Indenture and all financing statements and continuation statements
have been properly recorded and filed to make effective the Lien intended to be created by this
Indenture, and reciting the details of such action, or stating that in the opinion of such counsel
no such action is necessary to make such Lien effective.



     (c) On or before April 30 in each calendar year, beginning in the year after the 2011-A
Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either to the
effect that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture and all financing statements and
continuation statements, as is necessary to maintain the Lien of this Indenture, and reciting the
details of such action, or to the effect that in the opinion of such counsel no such action is
necessary to maintain such Lien.



     Section 3.9. Annual Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee within 90 days after the end of each calendar year, an Officer’s Certificate,
dated as of December 31 of the preceding year stating, as to the Responsible Person signing such
Officer’s Certificate, that (a) a review of the Issuer’s activities and of its performance under
this Indenture during the preceding calendar year (or, in the case of the first certificate, the
portion of the preceding calendar year since the 2011-A Closing Date) has been made under such
Responsible Person’s supervision and (b) to such Responsible Person’s knowledge, based on such
review, the Issuer has complied in all material respects with all conditions and covenants to be
complied with by the Issuer under this Indenture during the preceding calendar year, or, if there
has been a failure to comply in any material respect that is continuing, specifying each such



16









 







failure known to such Responsible Person and the nature and status of such failure. If the Issuer
is not required to file periodic reports under the Exchange Act or otherwise required by law to
file an Officer’s Certificate of the Issuer as to compliance, such Officer’s Certificate may be
delivered on or before April 30 of each calendar year. A copy of the Officer’s Certificate
referred to in this Section 3.9 may be obtained by any Noteholder or Person certifying it is a Note
Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office. The Issuer’s
obligation to deliver an Officer’s Certificate under this Section 3.9 will terminate upon the
payment in full of the Notes, including by redemption in whole pursuant to Section 10.1.



     Section 3.10. Consolidation and Merger; Sale of Assets. The Issuer will not
consolidate or merge with or into any other Person, except as provided in the 2011-A Basic
Documents, or convey or transfer all or substantially all of the assets included in the 2011-A
Collateral to any Person, unless:



     (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger,
or that acquires the properties and assets, (i) is organized and existing under the laws of the
United States or any State and (ii) assumes, by an indenture supplemental to this Indenture,
executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture
Trustee, the due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture to be performed or
observed by the Issuer, all as provided in this Indenture;



     (b) with respect to a conveyance or transfer of all or substantially all of the assets
included in the 2011-A Collateral, the Person that acquires the properties and assets agrees by
means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all
right, title and interest so conveyed or transferred will be subject and subordinate to the rights
of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify,
defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims
and liabilities (including attorneys’ fees) arising under or related to this Indenture and the
Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission
(and any other appropriate Person) required by the Exchange Act in connection with the Notes;



     (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event
of Default will have occurred and be continuing;



     (d) Rating Agency Confirmation has been obtained with respect to such consolidation, merger or
sale;



     (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of
Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not
cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section
1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or
publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;



17









 





     (f) any action that is necessary to maintain the Lien and security interest created by this
Indenture has been taken; and



     (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the
Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such
consolidation, merger or sale and such supplemental indenture comply with this Article III and that
all conditions precedent in this Indenture relating to such consolidation, merger or sale have been
complied with (including any filing required by the Exchange Act).



     Section 3.11. Successor or Transferee.



     (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10, the Person
formed by or surviving such consolidation or merger (if other than the Issuer) will succeed to, and
be substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the Issuer in this
Indenture.



     (b) Upon a conveyance or sale of all or substantially all of the assets and properties of the
Issuer pursuant to Section 3.10, the Issuer will be released from every covenant and agreement of
this Indenture to be performed or observed by the Issuer with respect to the Notes immediately upon
the delivery of notice to the Indenture Trustee stating that the Issuer is to be so released.



     Section 3.12. No Other Activities. The Issuer will not engage in any activities other
than financing, acquiring, owning and pledging the 2011-A Collateral in the manner contemplated by
the 2011-A Basic Documents and activities incidental thereto.



     Section 3.13. Further Instruments and Acts. Upon request of the Indenture Trustee,
the Issuer will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out the purpose of this Indenture; provided,
however, the Issuer may, with prior Rating Agency Confirmation, issue additional securities
in exchange for all or a portion of the Remainder Interest in accordance with the 2011-A Basic
Documents.



     Section 3.14. Restricted Payments.



     (a) The Issuer will not, directly or indirectly, (i) make any distribution (by reduction of
capital or otherwise) to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of the Issuer or to
the Servicer or the Indenture Administrator, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or otherwise segregate
any amounts for any such purpose.



     (b) Notwithstanding Section 3.14(a), the Issuer may make payments to the Servicer, the
Indenture Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders, the Depositor
and the holders of the Residual Interest to the extent contemplated by the 2011-A Basic Documents.



18









 





     (c) The Issuer will not, directly or indirectly, make payments to or distributions from the
Collection Account or the Principal Payment Account except in accordance with the 2011-A Basic
Documents.



     Section 3.15. Notice of Events of Default. The Issuer will notify the Indenture
Trustee, the Servicer and the Rating Agencies within five Business Days after a Responsible Person
of the Issuer obtains actual knowledge of an Event of Default.



     Section 3.16. Representations and Warranties of the Issuer as to Security Interest.
The Issuer represents and warrants to the Indenture Trustee as of the 2011-A Closing Date:



     (a) This Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the 2011-A Collateral in favor of the Indenture Trustee which security interest
is prior to all other Liens, and is enforceable as such against creditors of and purchasers from
the Issuer.



     (b) All of the Permitted Investments have been and will be credited to a Bank Account. The
securities intermediary for each Bank Account has agreed to treat all assets credited to the Bank
Accounts as “financial assets” within the meaning of the applicable UCC. The 2011-A Collateral
(other than those Permitted Investments which have been credited to a Bank Account) constitutes
“chattel paper,” “instruments” or “general intangibles” within the meaning of the applicable UCC.



     (c) The Issuer owns and has good and marketable title to the 2011-A Collateral free and clear
of any Lien other than Permitted Liens. The executed 2011-A Exchange Note has been delivered to
the Indenture Trustee. The Issuer has received all consents and approvals required by the terms of
the 2011-A Exchange Note to transfer to the Indenture Trustee all of its interest and rights in the
2011-A Exchange Note, except to the extent that any requirement for consent or approval is rendered
ineffective under the applicable UCC.



     (d) The Issuer has caused, or will cause within 10 days after the 2011-A Closing Date, the
filing of all appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest Granted in the 2011-A
Collateral to the Indenture Trustee.



     (e) The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to
which the securities intermediary has agreed to comply with all instructions originated by the
Indenture Trustee relating to the Bank Accounts without further consent by the Issuer.



     (f) Other than the security interest Granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any part of the 2011-A Collateral. The Issuer has not authorized the filing of and is not
aware of any financing statements against the Issuer that include a description of collateral
covering any part of the 2011-A Collateral, other than any financing statements relating to the
security interest Granted to the Indenture Trustee. The Issuer is not aware of any judgment or tax
Lien filings against it.



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     (g) The Bank Accounts are not in the name of any Person other than the Issuer or the Indenture
Trustee. The Issuer has not consented to the securities intermediary of any Bank Account complying
with entitlement orders of any Person other than the Indenture Trustee.



     (h) All financing statements filed or to be filed against the Issuer, or any assignor of which
the Issuer is the assignee, in favor of the Indenture Trustee in connection with this
Indenture describing the 2011-A Collateral contain a statement substantially to the following
effect: “The grant of a security interest in any 2011-A Collateral described in this financing
statement will violate the rights of the 2011-A Secured Parties.”



     Section 3.17. Audits of the Issuer. The Issuer agrees that, with reasonable prior
notice, it will permit any authorized representative of the Indenture Trustee, the Servicer or the
Indenture Administrator, during the Issuer’s normal business hours, to examine and audit the books
of account, records, reports and other documents and materials of the Issuer relating to the
performance of the Issuer’s obligations under this Indenture. In addition, the Issuer will permit
such representatives to make copies and extracts of any such books and records and to discuss the
same with the Issuer’s officers and registered public accountants. Each of the Indenture Trustee,
the Servicer and the Indenture Administrator will, and will cause its authorized representatives
to, hold in confidence all such information except to the extent (a) disclosure may be required by
law (and all reasonable applications for confidential treatment are unavailing) or (b) that the
Indenture Trustee, the Servicer or the Indenture Administrator, as the case may be, reasonably
determines that such disclosure is consistent with its obligations under this Indenture.



     Section 3.18. Representations and Warranties of the Issuer. The Issuer represents and
warrants to the Indenture Trustee as of the 2011-A Closing Date:



     (a) Organization and Qualification. The Issuer is a statutory trust duly formed,
validly existing and in good standing under the laws of the State of Delaware.



     (b) Power, Authorization and Enforceability. The Issuer has the power and authority
to execute, deliver and perform the terms of this Indenture. The Issuer has authorized the
execution, delivery and performance of the terms of this Indenture. This Indenture is the legal,
valid and binding obligation of the Issuer enforceable against the Issuer, except as may be limited
by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’
rights or by general equitable principles.



     (c) No Conflicts and No Violation. The execution and delivery by the Issuer of this
Indenture, the consummation by the Issuer of the transactions contemplated by this Indenture and
the compliance by the Issuer with this Indenture will not (i) violate any Delaware State law,
governmental rule or regulation applicable to the Issuer or any judgment or decree binding on it or
(ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time
or both) a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or
similar agreement or instrument under which the Issuer is a debtor or guarantor, in each case which
conflict, breach, default, Lien, or violation would reasonably be expected to have a material
adverse effect on the Issuer’s ability to perform its obligations under this Indenture.



20









 





     (d) No Proceedings. To the Issuer’s knowledge, there are no proceedings or
investigations pending or overtly threatened in writing before any court or other governmental
authority of the State of Delaware: (i) asserting the invalidity of any of the 2011-A Basic
Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by any of the 2011-A Basic Documents, (iii) seeking
any determination or ruling that would reasonably be expected to have a material adverse effect on
the 2011-A Collateral or the Issuer’s ability to perform its obligations under, or the validity or
enforceability of any of the 2011-A Basic Documents or the Notes, or (iv) that would reasonably be
expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income tax
purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax
purposes, or (C) cause the Issuer to be treated as an association or publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes, in each case, other than such
proceedings that, to the Issuer’s knowledge, would not reasonably be expected to have a material
adverse effect upon the Issuer or materially and adversely affect the performance by the Issuer of
its obligations under, or the validity and enforceability of, the 2011-A Basic Documents or the
Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.



     (e) Investment Company Act. The Issuer is not an “investment company” or controlled
by an “investment company” as defined in the Investment Company Act.



     Section 3.19. No Offer to Employee Benefit Plans. The Issuer will not offer any Notes
in any of its or its Affiliates’ participant-directed employee benefit plans.



ARTICLE IV

SATISFACTION AND DISCHARGE




     Section 4.1. Satisfaction and Discharge of Indenture.



     (a) Subject to Section 4.1(b), this Indenture will cease to be of further effect with respect
to the Notes, and the Indenture Trustee, upon Issuer Order and at the expense of the Issuer, will
execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect
to the Notes, if:




     (i) all Notes that have been authenticated and delivered (other than (x) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as provided in
Section 2.5 and (y) Notes for whose payment money has been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for
cancellation;




     (ii) the Issuer has paid or caused to be paid all other sums payable under the 2011-A
Basic Documents by the Issuer; and




     (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that all conditions precedent relating to the
satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been
complied with.



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     (b) After the satisfaction and discharge of this Indenture pursuant to Section 4.1(a), this
Indenture will continue as to (i) rights of registration of transfer and exchange, (ii) replacement
of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments
of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14
and 3.15, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture
and (vi) the rights of the 2011-A Secured Parties as beneficiaries of this Indenture with respect
to the property deposited with the Indenture Trustee payable to all or any of them for a period of
two years following such satisfaction and discharge.



     (c) Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the
request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate
of a Trustee Officer stating that all Noteholders have been paid in full.



ARTICLE V

REMEDIES




     Section 5.1. Events of Default.



     (a) The occurrence of any one of the following events will constitute an event of default
under this Indenture (each, an “Event of Default”):




     (i) failure to pay interest due on the Notes of the Controlling Class when the same
becomes due and payable on each Payment Date, and such failure continues for a period of
five days or more;




     (ii) failure to pay the principal of any Note at its Final Scheduled Payment Date or
Redemption Date, if any;




     (iii) failure to observe or perform any material covenant or agreement of the Issuer
made in this Indenture (other than covenants and agreements as to which the failure to
observe or perform is specifically covered elsewhere in this Section 5.1) or any
representation or warranty of the Issuer made in this Indenture or in any Officer’s
Certificate or other document delivered pursuant to or in connection with this Indenture is
later determined to have been incorrect in any material respect as of the time made and, in
each case, such failure or incorrectness continues for a period of 60 days after notice was
given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders of at least 25% of the Note Balance of the Controlling Class specifying such
failure or incorrectness, requiring it to be remedied and stating that such notice is a
“Notice of Default”; or




     (iv) the occurrence of an Insolvency Event with respect to the Issuer.



     (b) The Issuer will notify the Indenture Trustee within five Business Days after a Responsible
Person of the Issuer has actual knowledge of the occurrence of an event set forth in Section
5.1(a)(iii) which with the giving of notice and the lapse of time would become an Event of Default,
which notice will describe such Default, the status of such Default and what action
the Issuer is taking or proposes to take with respect to such Default. The Issuer will send a
copy



22









 




of such notice to each Qualified Institution (if not the Indenture Trustee) or Qualified Trust
Institution maintaining a Bank Account.




     (c) The Indenture Trustee will notify the Noteholders within five Business Days after a
Responsible Person of the Indenture Trustee has actual knowledge of the occurrence of an Event of
Default.



     Section 5.2. Acceleration of Maturity; Rescission and Annulment.



     (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders
of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be
immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the
Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with
accrued and unpaid interest through the date of acceleration, will become immediately due and
payable. If an Event of Default specified in Section 5.1(a)(iv) occurs, all unpaid principal of
and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture,
will automatically become due and payable without any declaration or other act on the part of the
Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the
Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the
Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account.



     (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to
the Issuer and the Indenture Trustee, may rescind and annul a declaration of acceleration of
maturity and its consequences before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as provided in this Article V if:




     (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to
(A) pay all payments of principal of and interest on the Notes and all other amounts that
would then be due under this Indenture or upon the Notes if the Event of Default giving rise
to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee
under Section 6.7, and (C) pay all other outstanding fees and expenses of the Issuer, and




     (ii) all Events of Default, other than the nonpayment of the principal of the Notes
that has become due solely by such acceleration, have been cured or waived as provided in
Section 5.14.



     No such rescission will affect any subsequent default or impair any right resulting from such
rescission.



     Section 5.3. Collection of Indebtedness by the Indenture Trustee.



     (a) The Issuer covenants that if an Event of Default under Section 5.1(a)(i) or (ii) occurs
and continues, the Issuer, upon demand of the Indenture Trustee, will pay to the Indenture Trustee
for the benefit of the Noteholders, such overdue amount with interest on any overdue principal at
the applicable Note Interest Rate and, to the extent lawful, with interest on any overdue interest
at the applicable Note Interest Rate. In addition, the Issuer covenants to pay, or



23









 







to cause the
Indenture Administrator to pay, the costs and expenses of collection, including all amounts owed to
the Indenture Trustee under Section 6.7.



     (b) If the Issuer fails to pay such amounts upon such demand, the Indenture Trustee, in its
own name and as trustee of an express trust, may institute a Proceeding for the collection of the
sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the 2011-A Collateral.



     Section 5.4. Trustee May File Proofs of Claim.



     (a) In case there is pending, relative to the Issuer, Proceedings under the Bankruptcy Code or
any other federal or State bankruptcy, insolvency or other similar law, or in case a trustee,
liquidator, receiver or similar official has been appointed for or taken possession of the Issuer
or its property, the Indenture Trustee, irrespective of whether the Indenture Trustee has made any
demand pursuant to Section 5.3, may:




     (i) file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and file such other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee on behalf of the
2011-A Secured Parties allowed in such Proceedings (including any amounts due to the
Indenture Trustee pursuant to Section 6.7);




     (ii) unless prohibited by Applicable Law, vote on behalf of the 2011-A Secured Parties
in any election of a trustee, a standby trustee or a Person performing similar functions in
any such Proceedings;




     (iii) collect and receive any monies or other property payable or deliverable on any
such claims and pay all amounts received with respect to the claims of the 2011-A Secured
Parties, including such claims asserted by the Indenture Trustee on their behalf; and




     (iv) file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee, the 2011-A Secured Parties
allowed in any judicial proceedings relative to the Issuer, its creditors and its property.



     Any trustee, liquidator, receiver or similar official in any such Proceeding is authorized by
each Noteholder to make payments to the Indenture Trustee and, if the Indenture Trustee consents to
the making of payments directly to such Noteholders, to pay to the Indenture Trustee an amount
sufficient to cover all amounts owed to the Indenture Trustee under Section 6.7.



     (b) Except as provided in Section 5.4(a)(ii), this Indenture does not authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Noteholder to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder
in any such Proceeding.



24









 





     Section 5.5. Trustee May Enforce Claims Without Possession of Notes.



     (a) All rights of action and claims under this Indenture, or under any of the Notes, may be
enforced by the Indenture Trustee without the possession of any of the Notes or the production of
any of the Notes in any Proceeding relative to any of the Notes, and any such Proceeding instituted
by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the amounts owed to the Indenture Trustee under Section 6.7, will
be for the benefit of the 2011-A Secured Parties in respect of which such judgment has been
recovered.



     (b) In any Proceeding brought by the Indenture Trustee (and any Proceeding involving the
interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee
will be held to represent all the Noteholders, and it will not be necessary to make any Noteholder
a party to any such Proceeding.



     Section 5.6. Remedies; Priorities.



     (a) If the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may do one
or more of the following (subject to Section 5.7), and will upon direction of the Noteholders of a
majority of the Note Balance of the Controlling Class:



     (i) institute a Proceeding in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect to
the Notes, enforce any judgment obtained and collect from the Issuer monies adjudged due;



     (ii) institute a Proceeding for the complete or partial foreclosure of this Indenture
with respect to the 2011-A Collateral;



     (iii) exercise any remedies of a secured party under the UCC and take any other action
to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;
and



     (iv) sell or otherwise liquidate the 2011-A Collateral or any portion of the 2011-A
Collateral or rights or interest in the 2011-A Collateral at one or more public or private
sales called and conducted in any manner permitted by law.



     The Indenture Trustee will notify each Noteholder and the Depositor of any sale or liquidation
pursuant to Section 5.6(a)(iv) at least 15 days before such sale or liquidation. Any Noteholder,
the Depositor or the Servicer may submit a bid with respect to such sale or liquidation.



     (b) Notwithstanding Section 5.6(a), the Indenture Trustee is prohibited from selling or
otherwise liquidating the 2011-A Collateral unless:




     (i) the Event of Default is described in Section 5.1(a)(i) or (ii); or




     (ii) the Event of Default is described in Section 5.1(a) (iii) and:



25









 






	 	(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;






     (iii) the Event of Default is described in Section 5.1(a) (iv) and:




	 	(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.





     In determining whether the condition specified in clause (ii)(B), (iii)(B) or (iii)(C) (1)
above has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of a nationally recognized Independent investment banking firm or firm of certified public
accountants as to the expected proceeds or as to the sufficiency of the 2011-A Collateral for such
purpose.



     (c) Any money or property collected by the Indenture Trustee following (i) the occurrence of
any Event of Default that has resulted in an acceleration of the Notes and (ii) the sale or other
liquidation of the 2011-A Collateral pursuant to Section 5.6(a)(iv) will be deposited into the
Collection Account for distribution in accordance with Section 8.2(d) on the Payment
Date following the Collection Period during which such amounts are collected. In all other
circumstances, Section 8.2(b) will continue to apply after an Event of Default.



     Section 5.7. Optional Preservation of the 2011-A Collateral. If the Notes have been
accelerated under Section 5.2(a) and such declaration and its consequences have not been rescinded
and annulled in accordance with Section 5.2(b), the Indenture Trustee may elect to maintain
possession of the 2011-A Collateral. It is the intention of the parties to this Indenture and the
Noteholders that there at all times be sufficient funds for the payment of principal of and
interest on the Notes. The Indenture Trustee will take such intention into account when
determining whether or not to maintain possession of the 2011-A Collateral. In determining whether
to maintain possession of the 2011-A Collateral, the Indenture Trustee may obtain and rely upon an
opinion of a nationally recognized Independent investment banking firm or firm of



26









 







certified public
accountants as to the feasibility of such proposed action and as to the sufficiency of the 2011-A
Collateral for such purpose.



     Section 5.8. Limitation of Suits.



     (a) No Noteholder has any right to institute any Proceeding with respect to this Indenture or
for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:




     (i) such Noteholder has given notice to the Indenture Trustee of a continuing Event of
Default;




     (ii) the Noteholders of at least 25% of the Note Balance of the Controlling Class have
requested the Indenture Trustee to institute such Proceeding in respect of such Event of
Default in its own name as Indenture Trustee under this Indenture;




     (iii) such Noteholders have offered reasonable indemnity satisfactory to the Indenture
Trustee against any costs, expenses, losses, damages, claims and liabilities that may be
incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in
complying with such request;




     (iv) the Indenture Trustee has failed to institute such Proceedings for sixty (60) days
after its receipt of such notice, request and offer of indemnity; and




     (v) the Noteholders of a majority of the Note Balance of the Controlling Class have not
given the Indenture Trustee any direction inconsistent with such request during such sixty
(60) day period.



     (b) No Noteholder has any right to affect, disturb or prejudice the rights of any other
Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder or to
enforce any right under this Indenture, except in the manner provided in this Indenture.



     (c) If the Indenture Trustee receives conflicting requests pursuant to Section 5.8(a)(ii) from
two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the
Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any,
will be taken.



     Section 5.9. Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, each Noteholder has an absolute and
unconditional right to receive payment of the principal of and any interest on its Note on or after
the respective due dates expressed in such Note or in this Indenture (or, in the case of
redemption, on or after the Redemption Date) in accordance with the provisions of this Indenture
and of the other 2011-A Basic Documents and to institute a Proceeding for the enforcement of any
such payment. Such rights may not be impaired or affected without the consent of such Noteholder.



     Section 5.10. Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and



27









 







such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then the Issuer, the Indenture Trustee and the
Noteholders, subject to any determination in such Proceeding, will be restored severally and
respectively to their former positions under this Indenture, and thereafter all rights and remedies
of the Indenture Trustee and the Noteholders will continue as though no such Proceeding had been
instituted.



     Section 5.11. Rights and Remedies Cumulative. No right or remedy conferred upon or
reserved to the Indenture Trustee or to the Noteholders in this Indenture is intended to be
exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law,
will be cumulative and in addition to every other right and remedy given under this Indenture or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or
employment of any other appropriate right or remedy. The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture will not be affected by the seeking,
obtaining or application of any other relief under or with respect to this Indenture. Neither the
Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders will
be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the 2011-A Collateral or upon any of
the assets of the Issuer.



     Section 5.12. Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of
Default will impair any such right or remedy, or constitute a waiver of any such Default or Event
of Default. Every right and remedy conferred by this Article V or by law to the Indenture Trustee
or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient,
by the Indenture Trustee or by the Noteholders, as the case may be.



     Section 5.13. Control by Noteholders. The Noteholders of a majority of the Note
Balance of the Controlling Class have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee provided that:



     (a) such direction does not conflict with any law or with this Indenture;



     (b) except as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or
liquidate the 2011-A Collateral must be made by Noteholders of 100% of the Note Balance of the
Controlling Class;



     (c) if the Indenture Trustee elects to retain the 2011-A Collateral pursuant to Section 5.7,
then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of
the Controlling Class to sell or liquidate the 2011-A Collateral will be of no force and effect;
and



     (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction from the Noteholders of a majority of the Note Balance
of the Controlling Class.



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     Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture
Trustee need not take any action that it determines might materially adversely affect the rights of
any Noteholders not consenting to such action.



     Section 5.14. Waiver of Defaults and Events of Default.



     (a) The Noteholders of a majority of the Note Balance of the Controlling Class may waive any
Default or Event of Default and its consequences except an Event of Default (i) in the payment of
principal of or interest on any of the Notes (other than an Event of Default relating to failure to
pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of
this Indenture that cannot be amended, supplemented or modified without the consent of all
Noteholders.



     (b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred
for every purpose of this Indenture. No such waiver will extend to any other Default or Event of
Default or impair any right relating to any other Default or Event of Default.



     Section 5.15. Undertaking for Costs. All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance of a Note will be deemed to have agreed, that a court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit. This Section 5.15 will not apply to (a) any suit
instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of
Noteholders holding more than 10% of the Note Balance of the Notes Outstanding (or in the case of a
suit for the enforcement of any right or remedy under this Indenture that is instituted by the
Controlling Class, holding more than 10% of the Note Balance of the Controlling Class), or (c) any
suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).



     Section 5.16. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not insist upon, or plead or in any manner whatsoever,
claim or take the benefit or advantage of, any stay or extension that may affect the covenants or
the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede
the execution of any power in this Indenture granted to the Indenture Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.



     Section 5.17. Performance and Enforcement of Certain Obligations.



     (a) At the Indenture Administrator’s expense, the Issuer will promptly take all such lawful
action as the Indenture Trustee may request to (i) compel the performance by (A) the Servicer and
the Titling Companies of their respective obligations to the Issuer under the Credit and Security
Agreement, the Exchange Note Supplement, the Servicing Agreement or the Servicing Supplement, or
(B) by the Depositor of each of its obligations under the Second-Tier



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Sale Agreement, and (ii)
exercise any and all rights, remedies, powers, privileges and claims lawfully available to the
Issuer under such agreements to the extent and in the manner directed by the Indenture Trustee.



     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at
the direction of the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class
will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the
Servicer, the Collateral Agent and the Titling Companies under the Credit and Security Agreement,
the Exchange Note Supplement, the Servicing Agreement or the Servicing Supplement, or (ii) the
Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to
compel or secure performance or observance by such Persons of their obligations to the Issuer such
agreements, and to give any consent, request, notice, direction, approval, extension or waiver
under such agreements, and any right of the Issuer to take such action will be suspended.



     (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note
Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the
Issuer as holder of the 2011-A Exchange Note.



ARTICLE VI

THE INDENTURE TRUSTEE




     Section 6.1. Duties of Indenture Trustee.



     (a) If an Event of Default has occurred and is continuing, the Indenture Trustee will exercise
the rights and powers vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would use under the circumstances in the conduct of such
Person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations are to be
read into this Indenture against the Indenture Trustee; and




     (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions furnished to it,
upon any certificates or opinions furnished to it and, if required by the terms of this
Indenture, conforming to the requirements of this Indenture; provided that the
Indenture Trustee will examine any such certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.



     (c) The Indenture Trustee will not be relieved from liability for its own willful misconduct,
negligent action or negligent failure to act, except that:




     (i) this Section 6.1(c) does not limit the effect of Section 6.1(b);



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     (ii) the Indenture Trustee will not be liable for any error of judgment made in good
faith by a Responsible Person unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts; and




     (iii) the Indenture Trustee will not be liable for any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 5.13 and
5.17(b).



     (d) The Indenture Trustee will not be liable for interest on any money received by it except
as the Indenture Trustee may agree in writing with the Issuer.



     (e) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law, this Indenture, the Exchange Note Supplement or the Servicing
Supplement.



     (f) Every provision of this Indenture relating to the conduct of, affecting the liability of
or affording protection to the Indenture Trustee is subject to this Section 6.1 and to the TIA.



     (g) The Indenture Trustee will not be charged with knowledge of any Default or any Event of
Default unless either (i) a Responsible Person of the Indenture Trustee has actual knowledge of
such Default or Event of Default or (ii) notice of such Default or Event of Default has been given
to the Indenture Trustee in accordance with this Indenture.



     (h) The rights, privileges, protections, immunities and benefits given to the Indenture
Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the
Indenture Trustee in each of its capacities under this Indenture and the other Transaction
Documents.



     Section 6.2. Rights of Indenture Trustee.



     (a) The Indenture Trustee may rely and will be protected in acting or refraining from acting
upon any certificate, instrument, opinion, report, notice, request, direction, consent or other
document believed by it to be genuine and appears on its face to be properly executed and signed or
presented by the proper Person. The Indenture Trustee need not investigate any fact or matters
stated in any such document.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action it
takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.



     (c) The Indenture Trustee may exercise any of its rights or powers under this Indenture or
perform any duties under this Indenture either directly or by or through agents or attorneys or a
custodian or nominee, and the Indenture Trustee will not be responsible for any misconduct or
negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee
appointed with due care by it under this Indenture.



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     (d) The Indenture Trustee will not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers if such action or omission
by the Indenture Trustee does not constitute negligence.



     (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes will be full and complete
authorization and protection from liability with respect to any action taken or not taken by the
Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion
of such counsel.



     (f) The Indenture Trustee is under no obligation to (i) exercise any of the rights or powers
vested in it by this Indenture or to expend or risk its own funds or otherwise incur financial
liability in the performance of its duties under this Indenture if it has reasonable grounds to
believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against
such risk or liability is not reasonably assured to it or (ii) honor the request or direction of
any of the Noteholders pursuant to this Indenture unless such Noteholders have offered to the
Indenture Trustee reasonable security or indemnity satisfactory to it from and against the
reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by
the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such
request or direction.



     (g) The Indenture Trustee will not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its control, including strikes, work stoppages, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, but the Indenture Trustee will use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



     (h) The Indenture Trustee will not be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of
whether the Indenture Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     Section 6.3. Individual Rights of Indenture Trustee. The Indenture Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or any of its Affiliates with the same rights it would have if it were not
Indenture Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent under
this Indenture may do the same with like rights.



     Section 6.4. Indenture Trustee’s Disclaimer. The Indenture Trustee (a) will not be
responsible for, and makes no representation or warranty as to, the validity or adequacy of this
Indenture or the Notes and (b) will not be accountable for the Issuer’s use of the proceeds from
the Notes, or responsible for any statement of the Issuer in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s
certificate of authentication.



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     Section 6.5. Notice of Defaults. Within 90 days of a Responsible Person of the
Indenture Trustee obtaining actual knowledge of or receiving notice of any Default under this
Indenture, the Indenture Trustee will mail to each Noteholder, notice of such Default, unless such
Default has been cured or waived; provided that (a) except in the case of a Default in the
payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if
and so long as a committee of its Responsible Persons in good faith determines that the withholding
of such notice is in the interests of the Noteholders and (b) in the case of any Default specified
in Section 5.1(a)(iii), the Indenture Trustee will not give notice to the Noteholders until at
least 30 days after a Responsible Person of the Indenture Trustee has obtained actual knowledge of,
or has received notice of, such Default.



     Section 6.6. Reports by Indenture Trustee.



     (a) Upon delivery to the Indenture Trustee by the Servicer of the information prepared by the
Servicer pursuant to Section 6.1(a) of the Servicing Supplement to enable each Noteholder to
prepare its federal and State income tax returns, the Indenture Trustee will deliver the relevant
portions of such information to each Noteholder of record as of the most recent Record Date (which
delivery may be made by making such information available to the Noteholders through the Indenture
Trustee’s website, which initially is located at www.absreporting.com).



     (b) On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to
the Owner Trustee and to each Noteholder of record as of the most recent Record Date (which
delivery may be made by e-mail to the e-mail addresses in the Note Register without need for
confirmation of receipt or by making such report available to the Noteholders through the Indenture
Trustee’s website, which initially is located at www.absreporting.com).



     (c) If required by Regulation AB and requested by the Depositor or the Servicer, the Indenture
Trustee will deliver to the Depositor, the Owner Trustee, and the Servicer on or before March 1 of
each year, beginning in the year after the 2011-A Closing Date, an Officer’s Certificate, dated as
of December 31 of the preceding calendar year, signed by a Responsible Person of the Indenture
Trustee (i) to the effect that (A) a review of the Indenture Trustee’s activities during the
preceding calendar year (or, in the case of the first certificate, the portion of the preceding
calendar year since the 2011-A Closing Date) and of its performance under this Indenture has been
made under such Responsible Person’s supervision and (B) to such Responsible Person’s knowledge,
based on such review, the Indenture Trustee has fulfilled in all material respects all of its
obligations under this Indenture throughout such calendar year (or, in the case of the first
certificate, the portion of the preceding calendar year since the 2011-A Closing Date), or, if
there has been a failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such Responsible Person and the nature and status of such
failure and (ii) certifying to matters related to the Indenture Trustee as required under Form 10-K
under the Exchange Act. If the Issuer is not required to file periodic reports under the Exchange
Act or otherwise required by law to file an Officer’s Certificate of the Indenture Trustee as to
compliance, such Officer’s Certificate may be delivered on or before April 1 of each calendar year.



33









 





     (d) If required under Regulation AB, the Indenture Trustee will:




     (i) deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of
December 31 of the preceding calendar year, on its assessment of compliance with the minimum
servicing criteria described in Items 1122(d)(2)(i), (2)(ii), (2)(iv), (2)(v), (3)(ii) (with
respect to remittances only) and (3)(iv) of Regulation AB (the “Applicable Servicing
Criteria”) during the preceding calendar year, including disclosure of any material
instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act.
Such report on assessment will be addressed to the board of directors of the Servicer and to
the Depositor and the Owner Trustee; and




     (ii) cause a firm of registered public accountants that is qualified and independent
within the meaning of Rule 2-01 of Regulation S-X under the Securities Act
to deliver to the Depositor, Owner Trustee and the Servicer an attestation report that
satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as
applicable, on the assessment of compliance with the Applicable Servicing Criteria with
respect to the prior calendar year. Such attestation report will be in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act. The firm may render other services to the Indenture Trustee, but the firm must
indicate in each attestation report that it is qualified and independent within the meaning
of Rule 2-01 of Regulation S-X under the Securities Act.



     The reports referred to in this Section 6.6(d) will be delivered on before March 1 of each
year, beginning in the year after the 2011-A Closing Date, in a format suitable for filing with the
Securities and Exchange Commission on EDGAR, unless the Issuer is not required to file periodic
reports under the Exchange Act or any other law, in which case the reports will be delivered on or
before April 1 of each calendar year, beginning in the year after the 2011-A Closing Date.



     (e) Each of the parties agrees that (i) the obligations of the parties under Sections 6.6(c)
and (d) will be interpreted in such a manner as to accomplish compliance with Regulation AB and
(ii) the parties’ obligations under Sections 6.6(c) and (d) will be deemed to be supplemented and
modified as necessary to be consistent with any such amendments, interpretive guidance provided by
the Securities and Exchange Commission or its staff or established market practice among
participants in the asset-backed securities markets in respect of the requirements of Regulation
AB, and the parties will comply with reasonable requests made by the Depositor, the Servicer or the
Indenture Trustee in good faith for delivery of additional or different information required to
comply with the provisions of Regulation AB.



     If the parties to this Indenture determine to further clarify or amend Sections 6.6(c) or (d),
this Indenture may be amended to reflect the new agreement between the parties covering matters in
Sections 6.6(c) or (d) pursuant to Section 9.1(a), which amendment will not require the delivery of
any Opinions of Counsel or satisfaction of the Rating Agency Confirmation.



34









 





     Section 6.7. Compensation and Indemnity.



     (a) The Issuer will pay the Indenture Trustee as compensation for the Indenture Trustee’s
services under this Indenture such fees as have been separately agreed upon on the date of this
Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation will
not be limited by any law on compensation of a trustee of an express trust. The Issuer will
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by the
Indenture Trustee, including costs of collection, and the reasonable compensation, expenses and
disbursements of the Indenture Trustee’s agents, counsel, accountants and experts, but excluding
any expenses incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct,
bad faith or negligence (except for errors in judgment).



     (b) The Issuer will, or will cause the Indenture Administrator to, indemnify, defend and hold
harmless the Indenture Trustee, and its respective officers, directors, employees and agents, from
and against any and all costs, expenses, losses, damages, claims and liabilities (including the
reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel,
accountants and experts) incurred by it in connection with the administration of and the
performance of its duties under this Indenture, including the costs and expenses of defending
itself against any loss, damage, claim or liability incurred by it in connection with the exercise
or performance of any of its powers or duties under this Indenture, but excluding any cost,
expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the
Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or
(ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set
forth in this Indenture.



     (c) Promptly upon receipt by the Indenture Trustee, or any of its officers, directors,
employees and agents (each, an “Indemnified Person”), of notice of the commencement of any
Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect
of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Indenture
Administrator of the commencement of such Proceeding. Failure by the Indenture Trustee to so
notify the Issuer and the Indenture Administrator will not relieve the Issuer or the Indenture
Administrator of its obligations under this Section 6.7; provided that neither the Issuer
nor the Indenture Administrator has been materially prejudiced by such failure to so notify and
notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such
Proceeding. The Issuer, or, if Issuer so causes, the Indenture Administrator, may participate in
and assume the defense and settlement of any such Proceeding at its expense, and no settlement of
such Proceeding may be made without the approval of the Issuer or the Indenture Administrator, as
applicable, and such Indemnified Person, which approvals will not be unreasonably withheld, delayed
or conditioned. After notice from the Issuer or the Indenture Administrator, as applicable, to the
Indemnified Person of the intention of the Issuer or the Indenture Administrator, as applicable, to
assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified
Person, and so long as the Issuer or the Indenture Administrator, as applicable, so assumes the
defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither
the Issuer nor the Indenture Administrator will be liable for any legal expenses of counsel to the
Indemnified Person unless there is a conflict between the interests of the Issuer or the Indenture
Administrator, as applicable, on one hand,



35









 







and an Indemnified Person, on the other hand, in which
case the Issuer or the Indenture Administrator, will pay for the separate counsel to the
Indemnified Person.



     (d) The payment obligations of the Issuer and the Indenture Administrator, to the Indenture
Trustee pursuant to this Section 6.7 will survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture. Expenses incurred by the Indenture Trustee after the
occurrence of a Default specified in Section 5.1(a)(iv) are intended to constitute expenses of
administration under the Bankruptcy Code or any other applicable federal or State bankruptcy,
insolvency or similar law.



     Section 6.8. Replacement of Indenture Trustee.



     (a) No resignation or removal of the Indenture Trustee, and no appointment of a successor
Indenture Trustee, will become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture
Trustee may resign by notifying the Issuer. The Noteholders of a majority of the Note Balance of
the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture
Trustee and the Issuer and may appoint a successor Indenture Trustee.



     (b) The Issuer must remove the Indenture Trustee if:




     (i) the Indenture Trustee fails to comply with Section 6.11;




     (ii) an Insolvency Event occurs with respect to the Indenture Trustee;




     (iii) a receiver or other public officer takes charge of the Indenture Trustee or its
property; or




     (iv) the Indenture Trustee becomes legally unable to act or otherwise incapable of
acting as Indenture Trustee.



     (c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the
Indenture Trustee for any reason, the Issuer must appoint a successor Indenture Trustee promptly.



     (d) Any successor Indenture Trustee will deliver a written acceptance of its appointment to
the retiring Indenture Trustee, the Issuer and the Indenture Administrator. Upon delivery of such
acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and
the successor Indenture Trustee will have all the rights, powers, duties and obligations of the
Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the
retiring Indenture Trustee in accordance with Sections 6.7 and 8.2 following the retiring Indenture
Trustee’s resignation or removal until all such amounts are paid. The successor Indenture Trustee
will deliver a notice of its succession to the 2011-A Secured Parties. The retiring Indenture
Trustee will promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.



     (e) If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee,



36









 







the Issuer
or the Noteholders of a majority of the Note Balance of the Controlling Class may petition any
court of competent jurisdiction for the appointment of a successor Indenture Trustee.



     (f) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section
6.8, any obligations of the Issuer and the Indenture Administrator owing to the retiring Indenture
Trustee under Section 6.7 will continue for the benefit of the retiring Indenture Trustee.



     Section 6.9. Successor Indenture Trustee by Merger.



     (a) If the Indenture Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking association will be the
successor Indenture Trustee so long as such corporation or banking association is otherwise
qualified and eligible under Section 6.11. The Indenture Trustee will promptly notify the Servicer
and the Issuer (who will notify the Rating Agencies) of any such transaction.



     (b) If, at the time any such successor by merger, conversion or consolidation to the Indenture
Trustee succeeds to the trusts created by this Indenture, any of the Notes have been authenticated
but not delivered, such successor may adopt the certificate of authentication of any predecessor
Indenture Trustee and deliver such Notes so authenticated. If at such time any of the Notes have
not been authenticated, any successor to the Indenture Trustee may authenticate such Notes either
in the name of any predecessor Indenture Trustee or in the name of such successor Indenture
Trustee. In all such cases, such certificates will have the same force and effect provided for
anywhere in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.



     Section 6.10. Appointment of Separate Indenture Trustee or Co-Indenture Trustee.



     (a) For the purpose of meeting any legal requirement of any jurisdiction in which any part of
the 2011-A Collateral may at the time be located, after delivering written notice to the Issuer and
the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or
separate trustees, or co-trustee or co-trustees, of all or any part of the Issuer, and to vest in
such Persons, in such capacity and for the benefit of the 2011-A Secured Parties, such title to the
2011-A Collateral, or any part of the 2011-A Collateral, and, subject to this Section 6.10, such
rights, powers, duties and obligations as the Indenture Trustee may consider necessary or
desirable. No separate trustee or co-trustee will be required to meet the terms of eligibility as
a successor trustee under Section 6.11 and no notice to the 2011-A Secured Parties of the
appointment of any separate trustee or co-trustee will be required under Section 6.8.



     (b) Every separate trustee and co-trustee will, to the extent permitted by law, be appointed
and act subject to the following:




     (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee will be conferred or imposed upon and exercised or performed by the Indenture
Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee will not be authorized to act separately
without the Indenture Trustee joining in such act), except to the extent that



37









 







under any law
of any jurisdiction in which any particular act or acts are to be performed the Indenture
Trustee will be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the 2011-A
Collateral or any portion of the 2011-A Collateral in any such jurisdiction) will be
exercised and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Indenture Trustee;




     (ii) no trustee will be personally liable by reason of any act or omission of any other
trustee under this Indenture; and




     (iii) the Indenture Trustee may accept the resignation of or remove any separate
trustee or co-trustee.



     (c) Any notice, request or other writing given to the Indenture Trustee will be deemed to have
been given to each appointed separate trustee and co-trustee, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee will refer to this Indenture
and the conditions of this Section 6.10. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, will be vested with the estates or property specified in its instrument of
appointment, either jointly with the Indenture Trustee or separately, as may be provided in such
instrument of appointment, subject to this Indenture. Every such instrument will be filed with the
Indenture Trustee.



     (d) Any separate trustee or co-trustee may appoint the Indenture Trustee as its agent or
attorney-in-fact with power and authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Indenture on its behalf and in its name. If any separate trustee
or co-trustee dies, becomes incapable of acting, resigns or is removed, all of its estates,
properties, rights, remedies and trusts will vest in and be exercised by the Indenture Trustee, to
the extent permitted by law, without the appointment of a new or successor trustee.



     Section 6.11. Eligibility; Disqualification.



     (a) The Indenture Trustee must satisfy the requirements of Section 310(a) of the TIA, must
comply with Section 310(b) of the TIA and must be a “United States person” within the meaning of
Section 7701(a)(30) of the Code. The Indenture Trustee or its parent must have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent annual published report of
condition and must have a long-term debt rating of investment grade by each of the Rating Agencies
or must otherwise be acceptable to each of the Rating Agencies. Within 10 days after the Indenture
Trustee fails to satisfy any of the requirements set forth in this Section 6.11 or ceases to be a
Qualified Institution, the Indenture Trustee will notify the Issuer and the Servicer of such
failure.



     (b) Within 90 days after the occurrence of an Event of Default that has not been cured or
waived, unless authorized by the Securities and Exchange Commission, the Indenture Trustee will
resign with respect to the Class A Notes and/or the Class B Notes in accordance with Section 6.8,
and the Issuer will appoint a successor Indenture Trustee for any or all of such Class A Notes
and/or Class B Notes, as applicable, so that there will be separate Indenture Trustees for the
Class A Notes and the Class B Notes. If the Indenture Trustee fails to comply with the terms



38









 







of
the preceding sentence, the Indenture Trustee must comply with TIA Section 310(b)(ii) and (iii).



     (c) If a successor Indenture Trustee is appointed with respect to any of the Class A Notes or
Class B Notes pursuant to this Section 6.11, the Issuer, the retiring Indenture Trustee
and the successor Indenture Trustee will execute an indenture supplemental to this Indenture.
Such supplemental indenture will contain:




     (i) provisions by which the successor Indenture Trustee accepts its appointment;




     (ii) provisions necessary or desirable to transfer and confirm to, and to vest in, the
successor Indenture Trustee all the rights, powers, duties and obligations of the retiring
Indenture Trustee with respect to the Notes to which the appointment of such successor
Indenture Trustee relates;




     (iii) if the retiring Indenture Trustee is not retiring with respect to all of the
Notes, provisions necessary or desirable to confirm that all the rights, powers, duties and
obligations of the retiring Indenture Trustee with respect to the Notes as to which the
retiring Indenture Trustee is not retiring continue to be vested in the Indenture Trustee;
and




     (iv) provisions necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee.



     (d) Nothing in this Indenture or in such supplemental indenture will constitute such Indenture
Trustees co-trustees of the same trust and each such Indenture Trustee will be a trustee of a trust
or trusts under this Indenture separate and apart from any trust or trusts under this Indenture
administered by any other Indenture Trustee. The indenture supplement will become effective upon
the removal of the retiring Indenture Trustee.



     Section 6.12. Preferential Collection of Claims Against Issuer. The Indenture Trustee
will comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section
311(b) of the TIA. An Indenture Trustee who has resigned or been removed will be subject to
Section 311(c) of the TIA.



     Section 6.13. Audits of the Indenture Trustee. The Indenture Trustee agrees that,
with reasonable prior notice, it will permit any authorized representative of the Servicer or the
Indenture Administrator, during the Indenture Trustee’s normal business hours, to examine and audit
the books of account, records, reports and other documents and materials of the Indenture Trustee
relating to (a) the performance of the Indenture Trustee’s obligations under this Indenture, (b)
any payments of fees and expenses of the Indenture Trustee in connection with such performance and
(c) any claim made by the Indenture Trustee under this Indenture. In addition, the Indenture
Trustee will permit such representatives to make copies and extracts of any such books and records
and to discuss the same with the Indenture Trustee’s officers and employees. Each of the Servicer
and the Indenture Administrator will, and will cause its authorized representatives to, hold in
confidence all such information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are



39









 







unavailing) and except to the extent that
the Servicer or the Indenture Administrator, as the case may be, may reasonably determine that such
disclosure is consistent with its obligations under this Indenture. The Indenture Trustee will
maintain all such pertinent books, records, reports and other documents and materials for a
period of two years after the termination of its obligations under this Indenture.



     Section 6.14. Representations and Warranties of the Indenture Trustee. The Indenture
Trustee represents and warrants to the Issuer as of the 2011-A Closing Date:



     (a) Organization and Qualification. The Indenture Trustee is a banking corporation
duly organized, validly existing and in good standing under the laws of the State of New York. The
Indenture Trustee is qualified as a foreign banking corporation in good standing and has obtained
all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its
properties or the conduct of its activities requires such qualification, license or approval,
unless the failure to obtain such qualifications, licenses or approvals would not reasonably be
expected to have a material adverse effect on the Indenture Trustee’s ability to perform its
obligations under this Indenture or the other 2011-A Basic Documents to which it is a party.



     (b) Power, Authorization and Enforceability. The Indenture Trustee has the power and
authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has
authorized the execution, delivery and performance of the terms of this Indenture. This Indenture
is the legal, valid and binding obligation of the Indenture Trustee enforceable against the
Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors’ rights or by general equitable principles.



     (c) No Conflicts and No Violation. The execution and delivery by the Indenture
Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions
contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will
not (i) violate any federal or New York State law, governmental rule or regulation governing the
banking or trust powers of the Indenture Trustee or any judgment or order binding on it or (ii)
conflict with, result in a breach of, or constitute (with or without notice or lapse of time or
both) a default under its charter documents or by-laws or any indenture, mortgage, deed of trust,
loan agreement, guarantee or similar agreement or instrument under which the Indenture Trustee is a
debtor or guarantor or (iii) violate any law or, to the Indenture Trustee’s knowledge, any order,
rule, or regulation applicable to the Indenture Trustee of any court or of any federal or State
regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Indenture Trustee or its properties, in each case which conflict, breach, default, Lien,
or violation would reasonably be expected to have a material adverse effect on the Indenture
Trustee’s ability to perform its obligations under this Indenture.



     (d) No Proceedings. To the Indenture Trustee’s knowledge, there are no proceedings or
investigations pending or overtly threatened in writing, before any court, regulatory body,
administrative agency, or other governmental instrumentality having jurisdiction over the Indenture
Trustee or its properties: (i) asserting the invalidity of any of this Indenture or any of the
other 2011-A



40









 




Basic Documents to which it is a party, (ii) seeking to prevent the issuance of the
Notes or the consummation of any of the transactions contemplated by any of the 2011-A Basic
Documents to which it is a party or (iii) seeking any determination or ruling that would
reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to
perform its obligations under, or the validity or enforceability of, this Indenture.




     (e) Eligibility. The Indenture Trustee satisfies the requirements of Section 310(a)
of the TIA and is a Qualified Institution. The Indenture Trustee or its parent has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent annual published report
of condition.



     (f) Information Provided by the Indenture Trustee. The information provided by the
Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee is
true and correct in all material respects.



     Section 6.15. Duty to Update Disclosure. The Indenture Trustee will notify and
provide information, and certify such information in an Officer’s Certificate, to the Depositor
upon any event or condition relating to the Indenture Trustee or actions taken by the Indenture
Trustee that (a) (i) is required to be disclosed by the Depositor under Item 2 (the institution of,
material developments in, or termination of legal proceedings against The Bank of New York Mellon
that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such
occurrence or (ii) the Depositor reasonably requests of the Indenture Trustee that the Depositor,
in good faith, believes is necessary to comply with Regulation AB within five days of such request
or (b) (i) is required to be disclosed under Item 5 (submission of matters to a vote of
Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the
Indenture Trustee becoming aware of such submission, (ii) is required to be disclosed under Item
6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as
Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under
the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of
such occurrence or (iii) causes the information provided by the Indenture Trustee in any
certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in
any material respect or is necessary to make the statements provided by the Indenture Trustee in
light of the circumstances in which they were made not misleading within five days of a Responsible
Person of the Indenture Trustee becoming aware thereof.



     Section 6.16. Reporting of Reallocations of Leases and Leased Vehicles. The Indenture
Trustee will (i) notify the Depositor and the Servicer, as soon as practicable and in any event
within five Business Days, of all demands or requests communicated to the Indenture Trustee for the
removal of any Lease and related Leased Vehicle from the 2011-A Reference Pool and reallocation of
such Lease and Leased Vehicle to the Revolving Facility Pool pursuant to Section 3.5 of the
Servicing Supplement and (ii) promptly upon request by the Depositor or the Servicer, provide to
them any other information relating to such demands or requests reasonably requested to facilitate
compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of
Regulation AB. In no event will the Indenture Trustee or the Issuer have any responsibility or
liability in connection with any filing required to be made by a securitizer under the Exchange Act
or Regulation AB.



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ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS




     Section 7.1. Names and Addresses of Noteholders. If the Indenture Trustee is not the
Note Registrar, the Issuer will furnish a list of the names and addresses of the Noteholders of any
Definitive Notes to the Indenture Trustee (a) not more than five days after each Record Date, as of
such Record Date and (b) not more than 30 days after receipt by the Issuer of a request from the
Indenture Trustee, as of a date not more than 10 days before the time such list is furnished. If
the Indenture Trustee is the Note Registrar, the Indenture Trustee, upon the request of the Owner
Trustee, will furnish within 10 days to the Owner Trustee a list of Noteholders of all Book-Entry
Notes as of the date specified by the Owner Trustee.



     Section 7.2. Preservation of Information; Communications to Noteholders.



     (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable,
the names and addresses of the Noteholders contained in the most recent list furnished to the
Indenture Trustee pursuant to Section 7.1 and the names and addresses of Noteholders received by
the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it pursuant to Section 7.1 upon receipt of a new list.



     (b) Noteholders may communicate with other Noteholders with respect to their rights under this
Indenture or under the Notes. Within 10 days following receipt by the Indenture Trustee of any
request by three or more Noteholders to receive a copy of the current list of Noteholders, the
Indenture Trustee will (i) provide a current list of Noteholders to the Noteholders so requesting
and (ii) notify the Indenture Administrator of such request by providing to the Indenture
Administrator a copy of such request and a copy of the list of Noteholders produced in response to
such request.



     (c) Unless the Issuer otherwise determines, the fiscal year of the Issuer will be the calendar
year.



     Section 7.3. Reports by Issuer.



     (a) The Issuer will:




     (i) file with the Indenture Trustee, within fifteen (15) days after the Issuer is
required to file the same with the Securities and Exchange Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Securities and Exchange Commission may prescribe) that the
Issuer is required to file with the Securities and Exchange Commission pursuant to Section
13 or 15(d) of the Exchange Act;




     (ii) file with the Indenture Trustee and the Securities and Exchange Commission such
additional information, documents and reports with respect to compliance by the Issuer with
the conditions and covenants of this Indenture, as may be prescribed by the Securities and
Exchange Commission; and



42









 






     (iii) supply to the Indenture Trustee such information, documents and reports (or
summaries) required to be filed by the Issuer pursuant to Section 7.3(a)(i) and (ii) as may
be required by rules and regulations prescribed by the Securities and Exchange Commission.



     (b) The Indenture Trustee will mail as described in TIA Section 313(c) to all Noteholders the
information, documents and reports (or summaries) supplied to the Indenture Trustee pursuant to
Section 7.3(a).



     (c) Unless the Issuer otherwise determines, the fiscal year of the Issuer will be the calendar
year.



     Section 7.4. Reports by Indenture Trustee.



     (a) Within 90 days after each April 15, beginning in the year after the 2011-A Closing Date,
the Indenture Trustee will prepare and mail to each Noteholder a report dated as of such April 15
that complies with Section 313(a) of the TIA, but only if such report is required pursuant Section
313(a) of the TIA. The Indenture Trustee will also prepare and mail to Noteholders any report
required pursuant to Section 313(b) of the TIA. Any report mailed to the Noteholders pursuant to
this Section 7.4(a) will be mailed in compliance with Section 313(c) of the TIA.



     (b) The Indenture Trustee will file with the Securities and Exchange Commission and any stock
exchange on which the Notes are listed a copy of each report delivered pursuant to Section 7.4(a)
at the time of its mailing to Noteholders. The Issuer will notify the Indenture Trustee if and
when the Notes are listed on any stock exchange.



ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES




     Section 8.1. Collection of Money. Except as otherwise provided in this Indenture, the
Indenture Trustee may demand payment or delivery of, and will receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture, the Exchange
Note Supplement and the Servicing Supplement. The Indenture Trustee will apply all such money
received by it as provided in this Indenture, the Exchange Note Supplement and the Servicing
Supplement.



     Section 8.2. Bank Accounts; Distributions and Disbursements.



     (a) On or before the 2011-A Closing Date, the Indenture Trustee will establish, and on and
after the 2011-A Closing Date will maintain, the Bank Accounts as provided in Section 4.1 of the
Servicing Supplement.



     (b) On each Payment Date (including the Redemption Date), the Indenture Trustee will (based on
the information contained in the Monthly Investor Report delivered before such Payment Date
pursuant to Section 6.1 of the Servicing Supplement) withdraw from the Collection Account an amount
equal to all amounts received in respect of the 2011-A Exchange



43









 







Note pursuant to the Exchange Note
Supplement plus any amounts deposited by the Servicer pursuant to Section 5.1 of the Servicing
Supplement on such Payment Date and apply such amounts in the following order of priority (pro rata
to the Persons within each priority level based on the amounts due except as otherwise specified):




     (i) first, to the payment of all amounts, including indemnities, then due to the
Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in
accordance with the 2011-A Basic Documents, in each case, to the extent not paid by the
Depositor or Indenture Administrator, up to a maximum of $150,000 per year;




     (ii) second, to the Servicer, the Administration Fee;




     (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest
for the Class A Notes, pro rata based on the Note Balance of the Class A Notes as of the
immediately preceding Payment Date;




     (iv) fourth, to the 2011-A Principal Payment Account, the Priority Principal Payment;




     (v) fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class
B Notes;




     (vi) sixth, to the 2011-A Principal Payment Account, the Regular Principal Payment;




     (vii) seventh, to the Reserve Account, the amount, if any, required for the amount on
deposit in the Reserve Account to equal the Required Reserve Amount after taking into
account any deposit made to the Reserve Account on such Payment Date pursuant to Section
5.1(e) of the Exchange Note Supplement;




     (viii) eighth, to the payment of all amounts due to the Indenture Trustee and the Owner
Trustee and any expenses of the Issuer, in each case, to the extent not paid by the
Depositor or Indenture Administrator or pursuant to Section 8.2(b)(i) on such Payment Date;
and




     (ix) ninth, to the Trust Distribution Account (or if the Trust Distribution Account has
not been established, to the holder of the Residual Interest), any funds remaining on
deposit in the Collection Account with respect to the Collection Period preceding such
Payment Date.



     (c) On each Payment Date, the Indenture Trustee (based on the information contained in the
most recent Monthly Investor Report) will withdraw the funds on deposit in the 2011-A Principal
Payment Account and make deposits and payments in the following order of priority, in each case,
applied ratably in accordance with the Note Balance of the Notes of such Class:




     (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note
Balance of the Class A-1 Notes has been reduced to zero;



44









 






     (ii) second, to the Noteholders of Class A-2 Notes, in payment of principal until the
Note Balance of the Class A-2 Notes has been reduced to zero;




     (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the
Note Balance of the Class A-3 Notes has been reduced to zero;




     (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the
Note Balance of the Class A-4 Notes has been reduced to zero;




     (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note
Balance of the Class B Notes has been reduced to zero; and




     (vi) sixth, to the Trust Distribution Account (or if the Trust Distribution Account has
not been established, to the holder of the Residual Interest), any funds remaining on
deposit in the 2011-A Principal Payment Account.



     (d) Notwithstanding anything in this Indenture to the contrary, following the occurrence of
any Event of Default that has resulted in an acceleration of the Notes, the Indenture Trustee will
apply all money and property collected from the liquidation of the 2011-A Collateral and all
amounts then on deposit in the Reserve Account in the following order of priority (pro rata to the
Persons within each priority level based on the amounts due except as otherwise specified):




     (i) first, to the Indenture Trustee and the Owner Trustee, all amounts then due, and to
or at the direction of the Issuer, any expenses incurred in accordance with the 2011-A Basic
Documents;




     (ii) second, to the Servicer, the Administration Fee;




     (iii) third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest
for the Class A Notes, pro rata based on the Note Balance of the Class A Notes as of the end
of the immediately preceding Payment Date;




     (iv) fourth, to the Noteholders of Class A Notes, sequentially by class in payment of
principal until the Note Balance of the Class A Notes is reduced to zero;




     (v) fifth, to the Noteholders of Class B Notes, the aggregate Accrued Note Interest for
the Class B Notes;




     (vi) sixth, to the Noteholders of Class B Notes in payment of principal until the Note
Balance of the Class B Notes is reduced to zero; and




     (vii) seventh, to the Trust Distribution Account (or if the Trust Distribution Account
has not been established, to the holder of the Residual Interest), any remaining money or
property.



     The Indenture Trustee may fix a record date and payment date for any payment to Noteholders
pursuant to this Section 8.2(d). At least 15 days before such record date, the



45









 







Indenture Trustee
will notify each Noteholder and the Issuer of the record date, the payment date and the amount to
be paid.



     Section 8.3. General Provisions Regarding Bank Accounts.



     (a) Subject to Section 6.1(c), the Indenture Trustee will not be liable by reason of any
insufficiency in any of the Bank Accounts resulting from any loss on any Permitted Investment
included in the Bank Accounts, except for losses attributable to the Indenture Trustee’s failure to
make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee. In addition, the Indenture Trustee has no duty
to monitor the activities of any Qualified Institution or Qualified Trust Institution (unless such
Qualified Institution or Qualified Trust Institution is also the Indenture Trustee) and will not be
liable for the actions or inactions of any Qualified Institution or Qualified Trust Institution
(unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee).



     (b) The Indenture Trustee will notify the Qualified Institution or Qualified Trust Institution
maintaining the Bank Accounts (if not the Indenture Trustee) if a Default or Event of Default has
occurred and is continuing with respect to the Notes.



     Section 8.4. Release of 2011-A Collateral.



     (a) The Indenture Trustee may, and when required by this Indenture will, execute instruments
to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in
the same, in a manner and under circumstances consistent with this Indenture. No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article VIII is required
to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions
precedent or require evidence as to the application of any monies. If the Issuer requests the
Indenture Trustee to take any action pursuant to this Section 8.4(a), the Issuer will give the
Indenture Trustee at least 7 days’ notice, accompanied by copies of any instruments required. The
Indenture Trustee also will require, except in connection with any action contemplated by Section
2.9(b) or Section 8.4(b), as a condition to such action, an Officer’s
Certificate and an Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps required to complete the
same, and concluding that all conditions precedent to the taking of such action have been complied
with and such action will not materially and adversely impair the security for the Notes or the
rights of the Noteholders. However, such Opinion of Counsel will not be required to express an
opinion as to the fair value of the 2011-A Collateral. Counsel rendering any such opinion may
rely, without independent investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such action.



     (b) The Indenture Trustee, at such time as there are no Notes Outstanding and all sums due
from the Issuer to the Indenture Trustee pursuant to Section 6.7 have been paid in full, will
release the 2011-A Collateral from the Lien of this Indenture and release to the Issuer or any
other Person entitled to such funds, the funds then on deposit in the Bank Accounts under this
Indenture. The Indenture Trustee will release property from the Lien of this Indenture pursuant



46









 







to
this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate
and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with
Sections 314(c) and 314(d)(1) of the TIA meeting the requirements of Section 11.1.



     (c) Upon receipt of an Issuer’s Request, the Indenture Trustee agrees to execute and deliver
any termination statements for filing under the provisions of the UCC of any applicable
jurisdiction in connection with the release of the Lien of this Indenture pursuant to this Section
8.4.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     Section 9.1. Supplemental Indentures Without Consent of Noteholders.



     (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without
the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one
or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA
as in force at the date of the execution of any such indenture supplemental to this Indenture) for
any of the following purposes:




     (i) to correct or amplify the description of any property subject to the Lien of this
Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subjected to the Lien of this Indenture, or to subject additional
property to the Lien of this Indenture;




     (ii) to evidence the succession, in compliance with this Indenture, of another Person
to the Issuer, and the assumption by any such successor of the covenants of the Issuer in
this Indenture and in the Notes;




     (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to
surrender any right or power conferred upon the Issuer in this Indenture;




     (iv) to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;




     (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or
in any supplemental indenture that may be inconsistent with any other provision in this
Indenture or in any supplemental indenture or to add provisions which are not inconsistent
with the provisions of this Indenture so long as such action does not materially adversely
affect the interests of the Noteholders;




     (vi) to evidence the acceptance of the appointment under this Indenture of a successor
trustee with respect to the Notes and to add to or change any of the provisions of this
Indenture as will be necessary to facilitate the administration of the trusts under this
Indenture by more than one trustee, pursuant to Article VI; or



47









 






     (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to
effect the qualification of this Indenture under the TIA and to add to this Indenture such
other provisions as may be required by the TIA.



     All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably
satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the
execution of any such supplemental indenture and to make any further reasonably appropriate
agreements and stipulations that may be contained in such supplemental indenture.



     (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without
the consent of any of the Noteholders, into an indenture or indentures supplemental to this
Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any
of the provisions of, this Indenture or of modifying in any manner (other than the modifications
set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of
issuing additional securities in exchange for all or a portion of the Residual Interest, subject to
the following conditions:




     (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the
Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a
material adverse effect on the Notes;




     (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect
that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes
of Section 1001 of the Code, (B) cause the Issuer or any Titling Company to be treated as an
association or publicly traded partnership taxable as a corporation for U.S. federal income
tax purposes, or (C) with respect to the issuance of additional securities only, adversely
affect the treatment of the Notes as debt for U.S. federal income tax purposes;




     (iii) each Rating Agency provides Rating Agency Confirmation with respect to such
amendment; and




     (iv) with respect to the issuance of additional securities only, (A) payments of
interest and principal on such additional securities on each Payment Date and on each Final
Scheduled Payment Date will be subordinate to payments of interest and principal on the
Notes, and (B) either (1) such additional securities are registered under the Securities Act
or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that
the offer, sale and delivery of such additional securities do not require registration under
the Securities Act.



     Section 9.2. Supplemental Indentures with Consent of Noteholders.



     (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the
consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with
prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to
this Indenture for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the
Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the



48









 







Indenture
Trustee to the effect that such amendment will not (i) cause any Note to be deemed sold or
exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company
to be treated as an association or publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes; provided, however, that no such supplemental
indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by
such supplemental indenture, will:




	 	(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.





     (b) It will not be necessary for any Act of Noteholders under this Section 9.2 to approve the
particular form of any proposed supplemental indenture, but it will be sufficient if such Act of
Noteholders approves the substance of such proposed supplemental indenture.



     Section 9.3. Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or the
modification of the trusts created by this Indenture, the Indenture Trustee will be entitled to
receive, and subject to Sections 6.1 and 6.2, will be fully protected in relying upon, an Opinion
of Counsel to the effect that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that all conditions precedent to the execution and delivery of such
supplemental indenture have been satisfied. The Indenture Trustee may, but is not



49









 







obligated to,
enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, powers,
duties, obligations, liabilities or immunities under this Indenture or otherwise.



     Section 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to this Article IX, this Indenture will be modified and amended in accordance
with such supplemental indenture, and such supplemental indenture will be part of this Indenture
for any and all purposes. Every Noteholder of Notes authenticated and delivered before or after
such supplemental indenture will be bound by such supplemental indenture.



     Section 9.5. [Reserved]



     Section 9.6. Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee will, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee
and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE X

REDEMPTION OF NOTES




     Section 10.1. Redemption.



     (a) The Notes are subject to redemption in whole, but not in part, upon the redemption of the
2011-A Exchange Note pursuant to Section 5.1 of the Servicing Supplement on any Payment Date on
which the Servicer exercises its option to purchase the 2011-A Exchange Note pursuant to such
Section 5.1. The purchase price required to be paid by the Servicer for the 2011-A Exchange Note
pursuant to Section 5.1 of the Servicing Supplement (which amount will be sufficient to in turn pay
the Note Redemption Price on the Notes) will be treated as 2011-A Collections and applied in
accordance with Section 8.2. If the Notes are to be redeemed pursuant to this Section 10.1, the
Servicer or the Issuer will notify the Indenture Trustee by Issuer Request and the Rating Agencies
of such election at least 10 days prior to the Redemption Date. The Issuer will, or will cause the
Servicer to, irrevocably deposit, by 10:00 a.m. (New York City time) on the Redemption Date, in the
Exchange Note Collection Account an amount sufficient to pay the Note Redemption Price in
accordance with Section 8.2. After the Servicer or the Issuer notifies Indenture Trustee that the
Notes are to be redeemed in accordance with this Section 10.1, the Indenture Trustee will promptly
notify the Noteholders:




     (i) of the Redemption Date;




     (ii) of the Note Redemption Price;




     (iii) of the outstanding Note Balance of each Class of the Notes to be prepaid as of
the most recent Payment Date and that the Notes plus accrued and unpaid interest on such
Notes at the applicable Note Interest Rate to the Redemption Date will be paid in full;



50









 






     (iv) of the place where such Notes are to be surrendered for final payment (which will
be the office or agency of the Issuer maintained as provided in Section 3.2); and




     (v) that on the Redemption Date, the Note Redemption Price will become due and payable
upon the Notes and that interest on the Notes will cease to accrue from and after the
Redemption Date, unless the Issuer defaults in the payment of the Notes on the Redemption
Date.



     (b) The Issuer will cause the Servicer to deposit by 10:00 a.m. (New York City time) on the
Business Day preceding the Redemption Date (or, with Rating Agency Confirmation, on the Redemption
Date) in the Collection Account the amount required pursuant to Section 5.1 of the Servicing
Supplement, whereupon all such Notes will be paid in full on the Redemption Date.



     (c) On the Redemption Date, the Note Redemption Price will be due and payable and interest on
the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in
the payment of the Notes on the Redemption Date. Upon redemption, the Indenture Trustee agrees to
execute any and all instruments reasonably requested of it to release the 2011-A Collateral from
the Lien of this Indenture and release to the Issuer or any other Person entitled to any funds then
on deposit in the Bank Accounts under this Indenture.



ARTICLE XI

MISCELLANEOUS




     Section 11.1. Compliance Certificates and Opinions, etc.



     (a) In connection with any order or request by the Issuer to the Indenture Trustee to take any
action under this Indenture, the Issuer will deliver the following documents to the Indenture
Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as
applicable): (i) a written order or a written request, respectively, signed in the name of the
Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee, (ii) an
Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with, (iii) to the extent required by the TIA or upon the
request of the Indenture Trustee, an Opinion of Counsel to the effect that in the opinion of such
counsel all such conditions precedent have been complied with and (iv) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants of national reputation selected
by the Issuer. However, in the case of any such application or request as to which the furnishing
of such documents is specifically required by this Indenture, no additional certificate or opinion
need be furnished.



     (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture will include:




     (i) a statement that each signatory of such certificate or opinion has read such
covenant or condition and the definitions in this Indenture relating to such covenant or
condition;



51









 






     (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (iii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with; and




     (iv) a statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.



     (c) (i) Before depositing any cash or property with the Indenture Trustee that is to be made
the basis for the release of any property subject to the Lien of this Indenture, the Issuer will,
furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the cash or property to be so deposited, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current calendar year, as set forth in the
certificates delivered pursuant to this Section 11.1(c)(i), is 10% or more of the Note Balance
of the Notes Outstanding, but such a certificate need not be furnished with respect to any
property or securities so deposited, if the fair value of such property or securities to the Issuer
as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note
Balance of the Notes Outstanding.




     (ii) Whenever any property or securities are to be released from the Lien of this
Indenture, the Issuer will furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such release) of the property or securities proposed to be released
and stating that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions of this Indenture if the
fair value of the property or securities and of all other property, other than property as
contemplated by Section 11.1(c)(iii), or securities released from the Lien of this Indenture
since the commencement of the then-current calendar year, as set forth in the certificates
required by this Section 11.1(c)(ii), equals 10% or more of the Note Balance of the Notes
Outstanding, but such certificate need not be furnished in the case of any release of
property or securities, if the fair value of such property or securities as set forth in the
related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of
the Notes Outstanding.




     (iii) Notwithstanding Section 2.9 or any other provisions of this Section 11.1, the
Issuer may, without compliance with the requirements of the other provisions of this Section
11.1, (A) collect, liquidate, sell or otherwise dispose of (or, as Holder of the 2011-A
Exchange Note, cause the Titling Companies to collect, liquidate, sell, remove or otherwise
dispose of) Leases and Leased Vehicles and (B) make cash payments out of the Bank Accounts,
in each case, as and to the extent permitted or required by the 2011-A Basic Documents.



52









 





     (d) If the Securities and Exchange Commission issues an exemptive order under Section 304(d)
of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the
TIA, the Indenture Trustee will release property from the Lien of this Indenture only in accordance
with the Transaction Documents and the conditions and procedures set forth in such exemptive order.



     Section 11.2. Form of Documents Delivered to Indenture Trustee.



     (a) Any Officer’s Certificate of a Responsible Person of the Issuer may be based, insofar as
it relates to legal matters, upon an opinion of counsel, unless such officer knows, or in the
exercise of reasonable care should know, that such opinion, with respect to the matters upon which
such Officer’s Certificate is based, is erroneous. Any Officer’s Certificate of a Responsible
Person of the Issuer or opinion of counsel may be based, insofar as it relates to factual matters,
upon an Officer’s Certificate of or representation by a Responsible Person of the Servicer, the
Depositor or the Issuer (including by the Indenture Administrator on behalf of the Issuer), stating
that the information with respect to such factual matters is in the possession of the Servicer, the
Depositor, the Issuer or the Indenture Administrator, unless such Responsible
Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that
the Officer’s Certificate or representation with respect to such matters is erroneous.



     (b) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.



     Section 11.3. Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders or a specified percentage of
Noteholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in writing. Except as
otherwise provided in this Indenture such action will become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, if required, to the Issuer. Such
instrument or instruments (and the action embodied in such instrument or instruments and evidenced
by such instrument or instruments) are sometimes referred to in this Indenture as the “Act of
Noteholders” signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section 11.3. The Issuer by entering into this Indenture, and each
Noteholder, by its acceptance of a Note, directs the Indenture Trustee to execute and deliver the
Control Agreement and the Joinder Agreement with respect to the Indenture Trustee.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.



53









 





     (c) Any Act of Noteholders will bind the Noteholder of every Note issued upon the registration
of such Note or in exchange for such Note or in lieu of such Note, in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance on such Note,
whether or not notation of such action is made upon such Note.



     Section 11.4. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.



     (a) Unless otherwise specified in this Indenture, all notices, requests, demands, consents,
waivers or other communications to or from the parties to this Indenture must be in writing and
will be deemed to have been given and made:




     (i) upon delivery or, in the case of a letter mailed by registered first class mail,
postage prepaid, three days after deposit in the mail;




     (ii) in the case of a fax, when receipt is confirmed by telephone, reply email or reply
fax from the recipient;




     (iii) in the case of an email, when receipt is confirmed by telephone or reply email
from the recipient; and




     (iv) in the case of an electronic posting to a password-protected website to which the
recipient has been provided access, upon delivery of an email to such recipient stating that
such electronic posting has occurred.



     Unless otherwise specified in this Indenture, any such notice, request, demand, consent or
other communication must be delivered or addressed as set forth on Schedule A or at such other
address as any party may designate by notice to the other parties.



     (b) Any notice required or permitted to be mailed to a Noteholder must be sent by overnight
delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of
such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this
Indenture will be conclusively presumed to have been duly given, whether or not the Noteholder
receives such notice.



     Section 11.5. Notices to Noteholders; Waiver.



     (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this
Indenture) if in writing, sent by overnight delivery, mailed by registered first class mail,
postage prepaid, or sent by facsimile, to each Noteholder adversely affected by such event, at its
address or facsimile number as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In any case where
notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in
any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner provided in this
Indenture will conclusively be presumed to have been duly given.



     (b) Where this Indenture provides for notice in any manner, such notice may be waived by any
Person entitled to receive such notice, either before or after the event, and such



54









 







waiver will be
the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture
Trustee but such filing will not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.



     (c) In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when
such notice is required to be given pursuant to this Indenture, then any manner of giving such
notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such
notice.



     (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such
notice will not affect any other rights or obligations created under this Indenture, and will not
under any circumstance constitute a Default or Event of Default.



     Section 11.6. Conflict with Trust Indenture Act. If any provision of this Indenture
limits, qualifies or conflicts with another provision of this Indenture that is required or deemed
to be included in this Indenture by any of the provisions of the TIA, such required or deemed
provision will control. The provisions of Sections 310 through 317 of the TIA that impose duties
on any Person (including the provisions automatically deemed included in this Indenture unless
expressly excluded by this Indenture) are a part of and govern this Indenture.



     Section 11.7. Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, will give to any Person, other than the parties to this Indenture and their
successors under this Indenture, and the 2011-A Secured Parties and any other party secured under
this Indenture, and any other Person with an ownership interest in any part of the 2011-A
Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 11.8. GOVERNING LAW. THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 11.9. Submission to Jurisdiction. The parties submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of New York and of any
New York State Court sitting in New York, New York for purposes of all legal proceedings arising
out of or relating to this Indenture. The parties irrevocably waive, to the fullest extent they may
do so, any objection that they may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum.



     Section 11.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS INDENTURE IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED BY THIS
INDENTURE.



     Section 11.11. Severability. If any of the covenants, agreements or terms of this
Indenture is held invalid, illegal or unenforceable, then it will be deemed severable from the
remaining covenants, agreements or
terms of this Indenture and will in no way affect the



55









 







validity, legality or enforceability of
the remaining Indenture or of the Notes or the rights of the Noteholders.



     Section 11.12. Counterparts. This Indenture may be executed in any number of
counterparts. Each counterpart will be an original, and all counterparts will together constitute
one and the same Indenture.



     Section 11.13. Headings. The headings in this Indenture are included for convenience
only and will not affect the meaning or interpretation of this Indenture.



     Section 11.14. Issuer Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in connection with this
Indenture or the Notes, against (a) the Indenture Trustee or the Owner Trustee each in its
individual capacities, (b) any holder of a beneficial interest in the Issuer, (c) any partner,
owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the
Owner Trustee, each in its individual capacity or (d) any holder of a beneficial interest in the
Owner Trustee or the Indenture Trustee, each in its individual capacity, except as any such Person
may have agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacities). For all purposes of this Indenture, in the
performance of any duties or obligations of the Issuer under this Indenture, the Owner Trustee will
be subject to, and entitled to the benefits of, Articles V, VI and VII of the Trust Agreement.



     Section 11.15. Subordination of Claims against the Depositor.



     (a) The obligations of the Issuer under this Indenture are solely the obligations of the
Issuer and do not represent any obligation or interest in any assets of the Depositor. The
Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by
accepting a Note or a beneficial interest in a Note, acknowledge and agree that they have no right,
title or interest in or to any Other Assets of the Depositor. Notwithstanding the preceding
sentence, if such Indenture Trustee, Noteholder or Note Owner either (i) asserts an interest or
claim to, or benefit from, the Other Assets, or (ii) is deemed to have any such interest, claim to,
or benefit in or from the Other Assets, whether by operation of law, legal process, pursuant to
insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then
such Indenture Trustee, Noteholder or Note Owner further acknowledges and agrees that any such
interest, claim or benefit in or from the Other Assets is expressly subordinated to the
indefeasible payment in full of the other obligations and liabilities, which, under the relevant
documents relating to the securitization or conveyance of such Other Assets, are entitled to be
paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not
any such entitlement or security interest is legally perfected or otherwise entitled to a priority
of distributions or application under applicable law, including insolvency laws, and whether or not
asserted against the Depositor), including the payment of post-petition interest on such other
obligations and liabilities. This subordination agreement is deemed a subordination agreement
within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each
Noteholder and each Note Owner further acknowledges and agrees that no adequate remedy at law
exists for a breach of this Section 11.15 and this Section 11.15 may be enforced by an action for
specific performance.



56









 





     (b) This Section 11.15 is for the third party benefit of those entitled to rely on this
Section 11.15 and will survive the termination of this Indenture.



     Section 11.16. No Petition. Each party to this Indenture covenants that for a period
of one year and one day (or, if longer, any applicable preference period) after payment in full of
the Notes, all Exchange Notes, and all distributions to all Holders of Certificates and all holders
of any other Securities (as defined in the related Titling Company Agreement) the payments on which
are derived in any material part from amounts received with respect to any Titling Company Assets
(as defined in the applicable Titling Company Agreements), it will not institute against, or join
any Person in instituting against, the Issuer, the Depositor, any Holding Company, any Titling
Company, or the Holders of the Collateral Specified Interest Certificates any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the 2011-A Exchange Note, the Notes, this Indenture or any of the other 2011-A Basic
Documents and agrees it will not cooperate with or encourage others to file a bankruptcy petition
against the Issuer, the Depositor, any Holding Company, any Titling Company or the Holders of the
Collateral Specified Interest Certificates during the same period.



     Section 11.17. Rights Limited to Collateral Specified Interest.



     (a) Any claim pursuant to this Indenture or any Note issued hereunder against any of the
Titling Companies will be limited in recourse to the Collateral Assets. If, notwithstanding the
preceding sentence, any Noteholder or any other Person having a claim under this Indenture will be
deemed to have any claim against any Specified Interest of any Titling Company other than the
Collateral Specified Interest, or any Titling Company Interests allocated to any such other
Specified Interest, such claim will be subordinate to the payment in full, including post-petition
interest, of the claims of (i) the holders of any securities relating to such other Specified
Interest or (ii) parties to any undertaking, agreement, contract or other written obligation of the
Holders of the Series relating to such other Specified Interest, the payments under which are
derived in any material part from or collateralized by amounts received with respect to the related
Specified Assets (as defined in the related Titling Company Agreement) of such other Specified
Interest. This subordination agreement is deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. The Indenture Trustee and each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.17
and this Section 11.17 may be enforced by an action for specific performance.



     (b) Each Noteholder, and each other Person having a claim under this Indenture, by taking
delivery or accepting the benefits hereof or thereof, and the Indenture Trustee on behalf of itself
and each such Person, irrevocably makes the election afforded to secured creditors by Section
1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of
the Bankruptcy Code with respect to any secured claim that such Noteholder or other Person, as the
case may be, may have at any time against any Titling Company or against any Specified Interest of
any Titling Company other than the Collateral Specified Interest.



     (c) This Section 11.17 is for the third party benefit of the holders, pledgees or other
beneficiaries of any Securities or parties to or other beneficiaries of any agreement, contract or



57









 







other written obligation of the type referred to in Section 11.17(a)(ii) which relates to any
Specified Interest of any Titling Company other than the Collateral Specified Interest and will
survive the termination of this Indenture.



[Remainder of Page Intentionally Left Blank]









58









 








EXECUTED BY:




	 	 	 	 	 
	 	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-A

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

     not in its individual capacity but solely as Indenture

     Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Indenture]





 









 





	 	 	 	 	 
	 	Agreed and Acknowledged for purposes

     of the Granting Clause:



CAB EAST LLC,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAB WEST LLC,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FCALM, LLC,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Indenture]





 









 





Schedule A




Notice Addresses





	1.	 	If to Ford Credit, in its individual capacity or as Servicer, Custodian, Indenture
Administrator or Sponsor:




Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 800-B3

One American Road

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Telephone: (313) 206-5899

Fax: (313) 390-4133



With a copy to:



Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 322-1200

Fax: (313) 337-1160





	2.	 	If to the Depositor:




Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 800-B3

One American Road

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone: (313) 594-3495

Fax: (313) 390-4133



With a copy to:



Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 322-1200

Fax: (313) 337-1160




SA-1









 






	3.	 	If to the Issuer:




c/o the Owner Trustee at the Corporate Trust Office of the Owner Trustee



With copies to:



Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 800-B3

One American Road

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone: (313) 594-3495

Fax: (313) 390-4133



and



Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 322-1200

Fax: (313) 337-1160





	4.	 	If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee
	 
	5.	 	If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee;
	 
	6.	 	If to Moody’s:




Moody’s Investors Service

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

Telephone: (212) 553-1111

Fax: (212) 298-7139





	7.	 	If to Fitch, Inc.:




Fitch, Inc.

1 State Street Plaza

New York, New York 10004

Attention: Asset Backed Surveillance

Telephone: (212) 908-0500

Fax: (212) 514-9879





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Exhibit A




Form Of Class [A-[__] / B] Note




Ford Credit Auto Lease Trust 2011-A


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER OF THIS NOTE, CEDE & CO., HAS AN INTEREST IN THIS NOTE.



[Class A-1 and Class B Notes Only: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS
NOTE), BY PURCHASING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), AGREES FOR THE BENEFIT OF
THE TRUST AND THE DEPOSITOR THAT THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) MAY BE SOLD,
TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN
EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES
AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.]



EACH HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY FEDERAL, STATE, LOCAL OR NON-U.S.
LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION
4975 OF THE CODE (A “SIMILAR LAW”), BY ACCEPTING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE),
IS DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS
NOTE) DOES NOT CONSTITUTE AND WILL NOT






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RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE
DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION
RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, SUCH PURCHASE AND HOLDING DOES NOT
CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF SUCH SIMILAR LAW).



THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS
NOTE.




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	REGISTERED
	 	$[___________]
	No. R-1
	 	CUSIP NO. [_________]






FORD CREDIT AUTO LEASE TRUST 2011-A




CLASS [A-[__] / B] [__]% ASSET BACKED NOTES



     Ford Credit Auto Lease Trust 2011-A, a statutory trust organized under the laws of the State
of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or
registered assigns, the principal sum of [________________] DOLLARS payable on the fifteenth day of
each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day,
commencing in July, 2011 (each, a “Payment Date”) in an amount equal to the aggregate
amount payable to Noteholders of Class [A-[__] / B] Notes on such Payment Date from the Principal
Payment Account in respect of principal on the Class [A-[__] / B] Notes pursuant to Section 3.1 of
the Indenture, dated as of June 1, 2011 (the “Indenture”), between the Issuer and The Bank
of New York Mellon, as Indenture Trustee (the “Indenture Trustee”). However, the entire
unpaid principal amount of this Note will be due and payable on the earlier of the [__________]
Payment Date (the “Class [A-[__] / B] Final Scheduled Payment Date”) or the Redemption Date
pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes will be due and payable on the date on which the Notes are declared
to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All
principal payments on the Class [A-[__] / B] Notes will be made ratably to the Noteholders entitled
to such principal payments. Capitalized terms used but not otherwise defined in this Note are
defined in the Indenture.



     The Issuer will pay interest on this Note at the rate per annum shown above on each Payment
Date until the principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from and
including the previous Payment Date on which interest has been paid (or, in the case of the initial
Payment Date, from and including the 2011-A Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of [actual days elapsed and] a 360-day year [of twelve 30
day months].



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note will be applied first to interest
due and payable on this Note as provided above and then to the unpaid principal of this Note.



     This Note is one of a duly authorized issue of Class [A-[__] / B] [__]% Asset Backed Notes
(the “Class [A-[__] / B] Notes”) of the Issuer. Also authorized under the Indenture are
[the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B
Notes]. The Indenture and all indentures supplemental to the Indenture set forth the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The
Notes are subject to all terms of the Indenture.



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     The [A-[__] / B] Notes are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture. Interest on and principal of the Notes will be
payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture. [The
Class B Notes are subordinated in right of payment to the Class A Notes.] [Class B only]



     Payments of interest on this Note on each Payment Date, together with any installment of
principal to the extent not in full payment of this Note, will be made to the Registered Noteholder
of this Note either by wire transfer in immediately available funds, to the account of such
Noteholder at a bank or other entity having appropriate facilities for such wire transfer, if such
Noteholder has provided to the Note Registrar appropriate written instructions at least five
Business Days before such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed first class mail, postage
prepaid, to such Registered Noteholder’s address as it appears on the Note Register on each Record
Date. However, unless Definitive Notes have been issued to Note Owners, payment will be made by
wire transfer in immediately available funds to the account designated by Cede & Co., as nominee of
the Clearing Agency or any successor nominee. Such payments will be made without requiring that
this Note be submitted for notation of payment. Any reduction in the principal amount of this Note
effected by any payments made on any Payment Date will be binding upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer of this Note or in exchange of
this Note or in lieu of this Note, whether or not noted on this Note. If funds are expected to be
available for payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Registered Noteholder of this Note as of the preceding Record Date by notice mailed or
transmitted by facsimile before such Payment Date, and the amount then due and payable will be
payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate
Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in The City of New York.



     The Issuer will pay interest on overdue installments of interest at the Class [A-[__] / B]
Note Interest Rate to the extent lawful.



     The Notes may be redeemed, in whole but not in part, in the manner and to the extent described
in the Indenture and the Servicing Supplement.



     The transfer of this Note is subject to the restrictions on transfer specified on the face of
this Note and to the other limitations set forth in the Indenture. Subject to the satisfaction of
such restrictions and limitations, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder of this
Note or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the transferor may



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be required to pay an amount sufficient to cover any tax or other governmental charge that may
be imposed in connection with any such registration of transfer or exchange.




     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection with the Notes and the Indenture, against (i) the Indenture Trustee or the Owner
Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer,
(iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee, each in its individual capacity, or (iv) any holder of a beneficial
interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity, except as
any such Person may have agreed.



     The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and
do not represent any obligation or interest in any assets of the Depositor. Each Noteholder and
Note Owner, by its acceptance of a Note or a beneficial interest in a Note, acknowledges and agrees
that it has no right, title or interest in or to any Other Assets of the Depositor.
Notwithstanding the preceding sentence, if such Noteholder or Note Owner either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant
to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code),
then such Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment
in full of the other obligations and liabilities, which, under the relevant documents relating to
the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to
the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of distributions or
application under applicable law, including insolvency laws, and whether or not asserted against
the Depositor), including the payment of post-petition interest on such other obligations and
liabilities.



     Any claim pursuant to any Note issued hereunder against any of the Titling Companies will be
limited in recourse to the Collateral Assets. If, notwithstanding the preceding sentence, any
Noteholder or any other Person having a claim under the Indenture will be deemed to have any claim
against any Specified Interest of any Titling Company other than the Collateral Specified Interest,
or any Titling Company Interests allocated to any such other Specified Interest, such claim will be
subordinate to the payment in full, including post-petition interest, of the claims of (i) the
holders of any securities relating to such other Specified Interest and (ii) parties to any
undertaking, agreement, contract or other written obligation of the Holders of the Series relating
to such other Specified Interest, the payments under which are derived in any material part from or
collateralized by amounts received with respect to the related Specified Assets (as defined in the
related Titling Company Agreement) of such other Specified Interest.



     THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF
SECTION 510(a) OF THE BANKRUPTCY CODE.



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     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that
such Noteholder or Note Owner will not institute against the Depositor or the Issuer, or join in
any institution against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any federal or State bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture or any of the other
2011-A Basic Documents.



     The Issuer has entered into the Indenture and this Note is issued with the intention that, for
federal, State, and local income and franchise tax purposes, Notes that are beneficially owned by a
Person other than Ford Credit or its Affiliates will qualify as indebtedness of the Issuer secured
by the Collateral. Each Noteholder or Note Owner, by its acceptance of a Note or a beneficial
interest in a Note, will be deemed to agree to treat the Notes for federal, State and local income,
single business and franchise tax purposes as indebtedness of the Issuer.



     With respect to any date of determination, the Issuer, the Indenture Trustee and any agent of
the Issuer or the Indenture Trustee may treat the Person in whose name this Note is registered as
of such date as the owner of such Note for the purpose of receiving payments of principal of and
any interest on such Note and for all other purposes, and none of the Issuer, the Indenture Trustee
or any agent of the Issuer or the Indenture Trustee will recognize notice to the contrary.



     The Indenture permits, with certain exceptions requiring the consent of all adversely affected
Noteholders as provided in the Indenture, the amendment of the Indenture and the modification of
the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by
the Issuer with the consent of the Noteholders of Notes evidencing a majority of the Note Balance
of the Controlling Class. The Indenture also permits the Indenture Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of the Noteholders
provided certain conditions are satisfied. In addition, the Indenture contains provisions
permitting the Noteholders of Notes evidencing specified percentages of the Note Balance of the
Notes Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by
the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and
their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive
and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note
issued upon the registration of transfer of this Note or in exchange of this Note or in lieu of
this Note whether or not notation of such consent or waiver is made upon this Note.



     The term “Issuer”, as used in this Note, includes any successor to the Issuer under the
Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations set forth in the Indenture.



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     THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



     No reference in this Note to the Indenture, and no provision of this Note or of the Indenture,
will alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate, and in the coin or currency
prescribed in this Note.



     Anything in this Note to the contrary notwithstanding, except as provided in the 2011-A Basic
Documents, none of The Bank of New York Mellon, in its individual capacity, U.S. Bank Trust
National Association, in its individual capacity, any owner of a beneficial interest in the Issuer,
or any of their respective partners, beneficiaries, agents, officers, directors, employees or
successors or assigns will be personally liable for, nor will recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of
this Note, by its acceptance of this Note, agrees that, except as provided in the 2011-A Basic
Documents, in the case of an Event of Default under the Indenture, the Noteholder has no claim
against any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained in this Note will be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.



     Unless the certificate of authentication on this Note has been executed by the Indenture
Trustee whose name appears below by manual signature, this Note will not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.



[Remainder of This Page Intentionally Left Blank]






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     The Issuer has caused this instrument to be signed, manually or in facsimile, by its
Responsible Person, as of the date set forth below.



	 	 	 	 	 	 	 

	Date: [________]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FORD CREDIT AUTO LEASE TRUST 2011-A	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Owner

Trustee of Ford Credit Auto Lease Trust 2011-A

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Responsible Person	 	 






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TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class [A-[__] / B] Notes designated above and referred to in the Indenture.



Date: [________]




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

     not in its individual capacity but

     solely as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Responsible Person 	 
	 	 	 	 
	 




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ASSIGNMENT




     Social Security or taxpayer I.D. or other identifying number of assignee:



	 	 	 
	 
	.
	 
	 





     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:



	 

	 

	(name and address of assignee)






the within Note and all rights under said Note, and hereby irrevocably constitutes and appoints
_________________, attorney, to transfer said Note on the books kept for registration of said Note,
with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 

	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.






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