exv4w2






Exhibit 4.2




EXECUTION VERSION



 





AMENDED AND RESTATED

TRUST AGREEMENT




between



FORD CREDIT AUTO LEASE TWO LLC,

acting with respect to its Series of limited liability company interests

designated as the “2011-A Series,” as Depositor



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Owner Trustee



for



FORD CREDIT AUTO LEASE TRUST 2011-A



Dated as of July 5, 2011


 





 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1
	Section 1.1. Usage and Definitions
	 	 	1
	 
	 	 	 
	ARTICLE II ORGANIZATION OF THE TRUST
	 	 	1
	Section 2.1. Name
	 	 	1
	Section 2.2. Office
	 	 	1
	Section 2.3. Purposes and Powers
	 	 	1
	Section 2.4. Appointment of the Owner Trustee
	 	 	2
	Section 2.5. Contribution and Conveyance of Trust Property
	 	 	2
	Section 2.6. Declaration of Trust
	 	 	2
	Section 2.7. Liability of the Depositor; Conduct of Activities; Liability to Third Parties
	 	 	3
	Section 2.8. Title to Trust Property
	 	 	3
	Section 2.9. Situs of Issuer
	 	 	3
	Section 2.10. Representations and Warranties of the Depositor
	 	 	3
	Section 2.11. Tax Matters
	 	 	4
	 
	 	 	 
	ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS
	 	 	6
	Section 3.1. The Residual Interest
	 	 	6
	Section 3.2. Registration of Residual Interests; Transfer of the Residual Interest
	 	 	7
	Section 3.3. Capital Accounts
	 	 	9
	Section 3.4. Maintenance of Office or Agency
	 	 	9
	Section 3.5. Distributions to the Holder of the Residual Interest
	 	 	9
	 
	 	 	 
	ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	9
	Section 4.1. Application of Trust Funds
	 	 	9
	Section 4.2. Method of Payment
	 	 	10
	 
	 	 	 
	ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE
	 	 	10
	Section 5.1. General Authority
	 	 	10
	Section 5.2. General Duties
	 	 	10
	Section 5.3. Action upon Prior Notice with Respect to Certain Matters
	 	 	11
	Section 5.4. Action upon Direction by the Holder of the Residual Interest with Respect to Certain Matters
	 	 	11
	Section 5.5. Action with Respect to Bankruptcy
	 	 	11
	Section 5.6. Action upon Instruction
	 	 	12
	Section 5.7. No Duties Except as Specified in this Agreement or in Instructions
	 	 	12
	Section 5.8. No Action Except Under Specified Documents or Instructions
	 	 	12
	Section 5.9. Prohibition on Certain Actions
	 	 	13
	Section 5.10. Audits of the Owner Trustee
	 	 	13
	Section 5.11. Furnishing of Documents
	 	 	13
	Section 5.12. Maintenance of Licenses
	 	 	13
	Section 5.13. Sarbanes-Oxley Act
	 	 	13
	Section 5.14. Reporting of Reallocations of Leases and Leased Vehicles
	 	 	14






i









 






	 	 	 	 	 

	ARTICLE VI REGARDING THE OWNER TRUSTEE
	 	 	14
	Section 6.1. Acceptance of Trusts and Duties
	 	 	14
	Section 6.2. Representations and Warranties of the Owner Trustee
	 	 	15
	Section 6.3. Reliance; Advice of Counsel
	 	 	16
	Section 6.4. Not Acting in Individual Capacity
	 	 	17
	Section 6.5. U.S. Bank Trust National Association May Own Notes
	 	 	17
	Section 6.6. Duty to Update Disclosure
	 	 	17
	 
	 	 	 
	ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES
	 	 	18
	Section 7.1. Owner Trustee’s Fees and Expenses
	 	 	18
	Section 7.2. Indemnification of the Owner Trustee
	 	 	18
	Section 7.3. Organizational Expenses of the Issuer
	 	 	19
	Section 7.4. Certain Expenses of the Indenture Trustee
	 	 	19
	 
	 	 	 
	ARTICLE VIII TERMINATION
	 	 	20
	Section 8.1. Termination of Trust Agreement
	 	 	20
	 
	 	 	 
	ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	20
	Section 9.1. Eligibility Requirements for the Owner Trustee
	 	 	20
	Section 9.2. Resignation or Removal of the Owner Trustee
	 	 	21
	Section 9.3. Successor Owner Trustee
	 	 	21
	Section 9.4. Merger or Consolidation of the Owner Trustee
	 	 	22
	Section 9.5. Appointment of Separate Trustee or Co-Trustee
	 	 	22
	Section 9.6. Compliance with Delaware Statutory Trust Act
	 	 	23
	 
	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	24
	Section 10.1. Supplements and Amendments
	 	 	24
	Section 10.2. No Legal Title to Trust Property in the Holder of the Residual Interest
	 	 	26
	Section 10.3. Limitation on Rights of Others
	 	 	26
	Section 10.4. Notices
	 	 	26
	Section 10.5. GOVERNING LAW
	 	 	27
	Section 10.6. WAIVER OF JURY TRIAL
	 	 	27
	Section 10.7. Severability
	 	 	27
	Section 10.8. Counterparts
	 	 	27
	Section 10.9. Headings
	 	 	27
	Section 10.10. No Petition
	 	 	27
	Section 10.11. Rights Limited to 2011-A Exchange Note
	 	 	28
	Section 10.12. Limited Recourse
	 	 	28
	Section 10.13. Subordination
	 	 	29
	 
	 	 	 
	Exhibit A Form of Certificate of Trust
	 	EA-1






ii









 





     AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 5, 2011 (this “Agreement”),
between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, and
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as trustee under this Agreement, to establish Ford Credit Auto Lease Trust
2011-A.



BACKGROUND




     The parties to this Agreement wish to amend and restate in its entirety the original Trust
Agreement, dated as of June 13, 2011, between the Depositor and the Owner Trustee.



ARTICLE I

USAGE AND DEFINITIONS




     Section 1.1. Usage and Definitions. Capitalized terms used but not otherwise defined
in this Agreement 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 Agreement 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 Agreement and are
incorporated by reference into this Agreement.



ARTICLE II

ORGANIZATION OF THE TRUST




     Section 2.1. Name. The trust was created and is known as “Ford Credit Auto Lease
Trust 2011-A,” in which name the Owner Trustee may conduct the activities of the Issuer, make and
execute contracts and other instruments on behalf of the Issuer and sue and be sued on behalf of
the Issuer.



     Section 2.2. Office. The office of the Issuer is in care of the Owner Trustee at its
Corporate Trust Office.



     Section 2.3. Purposes and Powers.



     (a) The purpose of the Issuer is, and the Issuer will have the power and authority, to engage
in the following activities:




     (i) to acquire the 2011-A Exchange Note pursuant to the Second-Tier Sale Agreement from
the Depositor in exchange for the Notes and the Residual Interest;



 









 






     (ii) to Grant the Collateral to the Indenture Trustee pursuant to the Indenture to
secure payment on the Notes;




     (iii) to enter into and perform its obligations under the 2011-A Basic Documents;




     (iv) to issue the Notes pursuant to the Indenture and to sell the Notes upon the order
of the Depositor;




     (v) to pay interest on and principal of the Notes;




     (vi) to issue additional securities pursuant to one or more supplemental indentures or
amendments to this Agreement and to transfer all or a portion of such securities to the
Depositor or other holder of a Residual Interest, subject to compliance with the 2011-A
Basic Documents, in exchange for all or a portion of the Residual Interest;




     (vii) to engage in those activities, including entering into agreements, that are
necessary, appropriate or convenient to accomplish the foregoing or are incidental to the
foregoing; and




     (viii) subject to compliance with the 2011-A Basic Documents, to engage in such other
activities as may be required in connection with conservation of the Trust Property and the
making of payments to the Noteholders and distributions to the holder of the Residual
Interest.



     (b) The Issuer will not engage in any activity other than as required or authorized by this
Agreement or the other 2011-A Basic Documents.



     Section 2.4. Appointment of the Owner Trustee. The Depositor appoints the Owner
Trustee as trustee of the Issuer effective as of the Cutoff Date, to have all the rights, powers
and duties set forth in this Agreement.



     Section 2.5. Contribution and Conveyance of Trust Property. As of the date of the
Issuer’s formation, the Depositor contributed to the Owner Trustee the amount of $1. The Owner
Trustee acknowledges receipt in trust from the Depositor, as of such date, of such contribution,
which constitutes the initial Trust Property. On the 2011-A Closing Date, the Depositor will sell
to the Issuer the Trust Property in exchange for the Notes.



     Section 2.6. Declaration of Trust. The Owner Trustee will hold the Trust Property in trust upon and subject to the conditions
set forth in this Agreement for the use and benefit of the holder of the Residual Interest, subject
to the obligations of the Issuer under the 2011-A Basic Documents. It is the intention of the
parties that the Issuer constitute a statutory trust under the Delaware Statutory Trust Act and
that this Agreement constitute the governing instrument of such statutory trust. Effective as of
the Cutoff Date, the Owner Trustee will have the rights, powers and duties set forth in this
Agreement and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the
Issuer. A Certificate of Trust substantially in the form of Exhibit A and any necessary
certificate of amendment has been filed with the Secretary of State of the State of Delaware.



2









 





     Section 2.7. Liability of the Depositor; Conduct of Activities; Liability to Third
Parties.



     (a) The Depositor, as initial holder of the entire Residual Interest, will be entitled to the
same limitation of personal liability extended to stockholders or a private corporation for profit
organized under the Delaware General Corporation Law.



     (b) The activities and affairs of the Issuer will be operated in such a manner as to preserve
(i) the limited liability of the Depositor, (ii) the separateness of the Issuer from the activities
of the Depositor and Ford Credit and (iii) until one year and one day after all Notes and any
additional securities issued pursuant to Section 3.1(b) are paid in full, the bankruptcy remote
status of the Issuer.



     (c) Except as otherwise provided in this Agreement, none of the Depositor, the Indenture
Administrator or any of their Affiliates or any manager, officer or employee of any such Person,
will be liable for the debts, obligations or liabilities of the Issuer.



     Section 2.8. Title to Trust Property. Legal title to the Trust Property will be
vested in the Issuer as a separate legal entity, except where applicable law in any jurisdiction
requires title to any part of the Trust Property to be vested in a trustee or trustees, in which
case title will be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.



     Section 2.9. Situs of Issuer. The Issuer will be administered in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Issuer will be
located in the State of Delaware. The Issuer will not have any employees in any state other than
the State of Delaware, except that U.S. Bank Trust National Association, in its capacity as Owner
Trustee or any other capacity, may have employees within or outside the State of Delaware.
Payments will be received by the Issuer only in Delaware, and payments will be made by the Issuer
only from Delaware. The principal office of the Issuer will be in care of the Owner Trustee in the
State of Delaware.



     Section 2.10. Representations and Warranties of the Depositor. The Depositor represents and warrants to the Owner Trustee as of the 2011-A Closing Date:



     (a) Organization and Qualification. The Depositor is duly organized and is validly
existing as a limited liability company in good standing under the laws of the State of Delaware.
The Depositor is qualified as a foreign limited liability company 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 have a material
adverse effect on the Depositor’s ability to perform its obligations under this Agreement or the
other 2011-A Basic Documents to which it is a party.



     (b) Power, Authorization and Enforceability. The Depositor has the power and
authority to execute, deliver and perform the terms of this Agreement. The Depositor has
authorized the execution, delivery and performance of the terms of each of the 2011-A Basic
Documents to which it is a party. Each of the 2011-A Basic Documents to which the Depositor



3









 







is a
party is the legal, valid and binding obligation of the Depositor enforceable against the
Depositor, 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 consummation of the transactions contemplated
by the 2011-A Basic Documents to which the Depositor is a party and the fulfillment of the terms of
the 2011-A Basic Documents to which the Depositor is a party will not: (i) conflict with or result
in a material breach of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which
the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon
any of the properties or assets of the Depositor pursuant to the terms of any such indenture,
mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than
this Agreement), (iii) violate the Depositor’s certificate of formation or the Depositor LLC
Agreement, or (iv) violate any law or, to the Depositor’s knowledge, any order, rule, or regulation
applicable to the Depositor of any Governmental Authority having jurisdiction over the Depositor 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 Depositor’s ability to perform its obligations
under the 2011-A Basic Documents.



     (d) No Proceedings. To the Depositor’s knowledge, there are no proceedings or
investigations pending or overtly threatened in writing, before any Governmental Authority having
jurisdiction over the Depositor or its properties: (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 Depositor’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 Depositor’s knowledge, would not reasonably be expected to have a
material adverse effect upon the Depositor or materially and adversely affect the performance by
the Depositor 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.



     Section 2.11. Tax Matters.



     (a) It is the intention of the parties and Ford Credit that, for purposes of U.S. federal
income, State and local income and franchise tax and any other income taxes, so long as the Issuer
has no equity owner other than the Depositor (as determined for U.S. federal income tax purposes),
the Issuer will be treated as an entity disregarded as separate from the Depositor. If
beneficially owned by a Person other than Ford Credit, each Class of Notes is intended to be
treated as indebtedness for U.S. federal income tax purposes. The Depositor agrees, and the
Noteholders by acceptance of their Notes agree in the Indenture, to such treatment and each agrees
to take no action inconsistent with such treatment.



4









 





     (b) If one or more Classes of Notes is recharacterized as an equity interest in the Issuer,
and not as indebtedness (any such Class, a “Recharacterized Class”) and any such
Recharacterized Class is treated as not owned by Ford Credit or the Depositor (if the Depositor is
not an entity disregarded as separate from Ford Credit for U.S. federal income tax purposes) for
U.S. federal income, or State or local income, franchise or single business tax purposes, the
parties intend that the Issuer be characterized as a partnership among Ford Credit or the Depositor
(to the extent either is at that time treated as an equity owner of the Issuer for U.S. federal
income tax purposes), any other holder of the Residual Interest and any holders of the
Recharacterized Class or Classes. In that event, for purposes of U.S. federal income, State and
local income, franchise tax and single business taxes each month:




     (i) amounts paid as interest to holders of any Recharacterized Class will be treated as
a guaranteed payment within the meaning of Section 707(c) of the Code;




     (ii) to the extent the characterization provided for in Section 2.11(a) is not
respected, gross ordinary income of the Issuer for such month as determined for U.S. federal
income tax purposes will be allocated to the holders of each Recharacterized Class as of the
Record Date occurring within such month, in an amount equal to the sum of (A) the interest
accrued to such Recharacterized Class for such month, (B) the portion of the market discount
on the 2011-A Exchange Note accrued during such month that is allocable to the excess, if
any, of the aggregate initial Note Balance of such Recharacterized Class over the initial
aggregate issue price of the Notes of such Recharacterized Class and (C) any amount expected
to be distributed to the holders of such Class of Notes pursuant to Section 8.2 of the
Indenture (to the extent not previously allocated pursuant to this Section 2.11(b)(ii)) to
the extent necessary to reverse any net loss previously allocated to holders of the Notes of
such Recharacterized Class (to the extent not previously reversed pursuant to this Section
2.11(b)(ii)(C)); and


     (iii) thereafter all remaining net income of the Issuer (subject to the modifications
set forth below) for such month as determined for U.S. federal income tax purposes (and each
item of income, gain, credit, loss or deduction entering into the computation thereof) will
be allocated to the holder of the Residual Interest.



     If the gross ordinary income of the Issuer for any month is insufficient for the allocations
described in Section 2.11(b)(ii) above, subsequent gross ordinary income will first be allocated to
each Recharacterized Class in alphabetical order (if applicable) to make up such shortfall before
any allocation pursuant to Section 2.11(b)(iii). Net losses of the Issuer, if any, for any month
as determined for U.S. federal income tax purposes (and each item of income, gain, credit, loss or
deduction entering into the computation thereof) will be allocated to the holder of the Residual
Interest to the extent the holder of the Residual Interest is reasonably expected to bear the
economic burden of such net losses, and any remaining net losses will be allocated in reverse
alphabetical order (if applicable) to each Recharacterized Class, in each case, until the Note
Balance of such Recharacterized Class is reduced to zero as of the Record Date occurring within
such month, and among each Recharacterized Class, in proportion to their ownership of the aggregate
Note Balance of such Recharacterized Class on such Record Date. The tax matters partner designated
pursuant to Section 2.11(f) is authorized to modify the allocations in this Section 2.11(b) if
necessary or appropriate, in its sole discretion, for the allocations to fairly



5









 







reflect the
economic income, gain or loss to the holder of the Residual Interest or the holders of a
Recharacterized Class or as otherwise required by the Code.



     (c) The parties agree that, unless otherwise required by the appropriate tax authorities, the
Depositor, on behalf of the Issuer, will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterizations described in Section
2.11(a).



     (d) The Owner Trustee will not elect or cause the Issuer to elect, and the other parties to
this Agreement will not elect or permit an election to be made, to treat the Issuer as an
association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury
Regulation §301.7701-3.



     (e) If at any time the Issuer is not treated as an entity disregarded as separate from the
Depositor for U.S. federal income tax purposes, the Owner Trustee will, based on information
provided by or on behalf of the Depositor, (i) maintain the books of the Issuer on the basis of a
calendar year and the accrual method of accounting, (ii) deliver to the holder of the Residual
Interest such information as may be required under the Code to enable such holder to prepare its
U.S. federal and State income tax returns, (iii) file any tax returns relating to the Issuer and
make such elections as may be required or appropriate under any applicable U.S. federal or State
statute and (iv) collect any withholding tax as described in and in accordance with Section 4.1(c).



     (f) If at any time the Issuer is not an entity disregarded as separate from the Depositor for
U.S. federal income tax purposes, the Depositor so long as it is treated as holding any equity
interest in the Issuer for U.S. federal income tax purposes, and otherwise, the owner of such
equity interests designated by a majority of such owners, will (i) prepare and sign, on behalf of
the Issuer, the tax returns of the Issuer and (ii) be designated the “tax matters partner” of the
Issuer pursuant to Section 6231(a)(7)(A) of the Code.



ARTICLE III

RESIDUAL INTEREST AND TRANSFER OF INTERESTS




     Section 3.1. The Residual Interest.



     (a) Upon the formation of the Issuer by the contribution and conveyance by the Depositor
pursuant to Section 2.5, the Depositor will be the sole holder of the Residual Interest. The
holder of the Residual Interest will be entitled, pro rata, to any amounts not needed on any
Payment Date to make payments on the Notes and on all other obligations to be paid under the
Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the
payment in full of the Notes and of all other amounts owing or to be distributed under this
Agreement, the Indenture, the Servicing Agreement or the Servicing Supplement to the Secured
Parties upon the termination of the Issuer.



     (b) The Depositor may exchange its Residual Interest for additional securities issued by the
Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this
Agreement. Such additional securities may consist of one or more classes of notes, certificates or
other securities, as directed by the Depositor, each having the characteristics,



6









 







rights and
obligations as may be directed by the Depositor (which may include subordination to one or more
other classes of such additional securities); provided:




     (i) the Depositor delivers, or causes the Indenture Administrator to deliver, to the
Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the
issuance of such additional securities will not have a material adverse effect on the Notes;




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




     (iii) the Depositor either delivers to the Indenture Trustee and the Owner Trustee (A)
an Opinion of Counsel to the effect that, after giving effect to such exchange, there will
be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on
any such additional security or that the withholding tax imposed will be no greater than the
withholding tax imposed prior to such exchange or (B) an Officer’s Certificate that states
withholding is applicable to payments on any such additional securities, the rate of
withholding tax required on such payments, and that such amounts will be withheld and
remitted to the Internal Revenue Service in satisfaction of the requirements of Sections
1441 and 1442 of the Code.



     Without limiting the foregoing, one or more classes of such additional securities may, if so
directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such
security interest, is subordinated in priority to the security interest granted to the Secured
Parties pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of the
2011-A Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at the expense of the
Depositor) all actions requested by the Depositor to facilitate the issuance and sale of any such
additional securities or the Grant and perfection of any security interest granted pursuant to this
Section 3.1(b), including the authorization of the filing of any financing statements in
jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.



     Section 3.2. Registration of Residual Interests; Transfer of the Residual Interest.
The Issuer appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the
“Trust Register”) for the purpose of registering Residual Interests and transfers of
Residual Interests as provided in this Agreement. Upon any resignation of the Trust Registrar, the
Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume
the duties of Trust Registrar. The holder of the Residual Interest will be permitted to sell,
transfer, assign or convey its rights in the Residual Interest to any Person if the following
conditions are satisfied:



     (a) such holder of the Residual Interest delivers an Opinion of Counsel to the Issuer and the
Indenture Trustee to the effect that such action will not cause the Issuer or any of the Titling
Companies to be or become characterized for U.S. federal income tax purposes as an association or
publicly traded partnership taxable as a corporation (except, in the case of any



7









 







Titling Company,
to the extent of any part of such Titling Company that is intended to be characterized as an
association for U.S. federal income tax purposes);



     (b) such holder of the Residual Interest delivers to the Indenture Trustee and the Owner
Trustee (i) an Opinion of Counsel to the effect that, after giving effect to such action, there
will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on
any such transferred security or that the withholding tax imposed will be no greater than the
withholding tax imposed prior to such transfer or (ii) an Officer’s Certificate that states
withholding is applicable to payments on any such transferred security, the rate of withholding tax
required on such payments, and that such amounts will be withheld and remitted to the Internal
Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code;



     (c) the Depositor has notified the transferee or assignee of the Residual Interest of the tax
positions previously taken by it, as holder of the Residual Interest, for U.S. federal income tax
purposes and the transferee or assignee has agreed to take positions for U.S. federal income tax
purposes consistent with the tax positions previously taken by the Depositor, as holder of the
Residual Interest;



     (d) such transferee or assignee of the Residual Interest either (A) is not (or, if it is
disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section
301.7701-3(a), its owner is not), for federal income tax purposes, a partnership, grantor trust, or
S Corporation (as defined in the Code)(any such entity, a “Pass-Through Entity”) or (B) is
a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the
value of each beneficial ownership interest in such Pass-Through Entity is attributable to such
entity’s interest in the Trust or (y) adequate provisions are in place that restrict any transfer
of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in
such a manner to prevent any increase in the number of beneficial owners of the Pass-Through
Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the
Trust (as confirmed by an Opinion of Counsel);



     (e) the holder or assignee of the Residual Interest delivers to the Indenture Trustee and the
Owner Trustee a certification that it is not, and is not acting on behalf of or investing the
assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to
Section 4975 of the Code, (iii) an entity whose underlying assets include “plan assets” by reason
of a plan’s investment in the entity (within the meaning of Department of Labor Regulation 29
C.F.R. Section 2510.3-101 or otherwise under ERISA) or (iv) an employee benefit plan or retirement
arrangement that is subject to any Similar Law; and



     (f) such holder or assignee of the Residual Interest represents in writing to the Owner
Trustee that it has neither acquired nor will it transfer any Residual Interest it purchases or
cause any such Residual Interest to be marketed on or through an “established securities market”
within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an
interdealer quotation system that regularly disseminates firm buy or sell quotations.



8









 





     Section 3.3. Capital Accounts. This Section 3.3 will apply only if the Issuer is not
treated as an entity disregarded for U.S. federal income tax purposes.



     (a) The Owner Trustee will establish and maintain, in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations, a separate bookkeeping account (a “Capital
Account”) for the Depositor and each other person treated as an equity owner for U.S. federal
income tax purposes.



     (b) Notwithstanding any other provision of this Agreement to the contrary, the foregoing
provisions of this Section 3.3 regarding the maintenance of Capital Accounts will be construed so
as to comply with the provisions of the Treasury Regulations promulgated pursuant to Section 704 of
the Code. The Depositor is authorized to modify these provisions to the minimum extent necessary
to comply with such regulations.



     Section 3.4. Maintenance of Office or Agency. The Owner Trustee will maintain an
office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in
respect of the 2011-A Basic Documents may be served. The Owner Trustee designates its Corporate
Trust Office for such purposes and will promptly notify the Depositor and the Indenture Trustee of
any change in the location of its Corporate Trust Office.



     Section 3.5. Distributions to the Holder of the Residual Interest. If the Trust
Distribution Account has been established, the Owner Trustee will have the revocable power to
withdraw funds from the Trust Distribution Account for the purpose of making distributions to the
holder of the Residual Interest under this Agreement. The Owner
Trustee will make the distributions pursuant to Sections 3.1, 4.1, 4.2 and 8.1. The Owner
Trustee will hold all sums held by it for distribution to the holder of the Residual Interest in
trust for the benefit of the holder of the Residual Interest until such sums are distributed to the
holder of the Residual Interest.



ARTICLE IV

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     Section 4.1. Application of Trust Funds. Upon request of the Depositor, the Owner
Trustee will establish and maintain the Trust Distribution Account as provided in Section 4.5 of
the Servicing Supplement. If the Trust Distribution Account has been established:



     (a) On each Payment Date, the Owner Trustee, based on the information contained in the Monthly
Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant
to Sections 8.2(b)(ix), 8.2(c)(vi) and 8.2(d)(vii) of the Indenture on or before such Payment Date
and distribute such amounts to the holder of the Residual Interest.



     (b) Following the satisfaction and discharge of the Indenture and the payment in full of the
principal and interest on the Notes, the Owner Trustee will distribute any remaining funds on
deposit in the Trust Distribution Account to the holder of the Residual Interest.



     (c) If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to
the holder of the Residual Interest, such tax will reduce the amount otherwise distributable to
such holder in accordance with this Section 4.1(c). The Owner Trustee is



9









 







authorized and directed
to retain from amounts otherwise distributable to the holder of the Residual Interest sufficient
funds for the payment of any such withholding tax that is legally owed by the Issuer (but such
authorization will not prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to the holder of the Residual
Interest will be treated as cash distributed to such holder at the time it is withheld by the
Issuer and remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution, the Owner Trustee may, in its sole
discretion, withhold such amounts in accordance with this Section 4.1(c). If the holder of a
Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee will
reasonably cooperate with such holder in making such claim so long as such holder agrees to
reimburse the Owner Trustee for any out-of-pocket expenses incurred in so cooperating.



     Section 4.2. Method of Payment. Distributions required to be made to the holder of
the Residual Interest on any Payment Date will be made by wire transfer, in immediately available
funds, to the account specified by such holder to the Owner Trustee.



ARTICLE V

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE




     Section 5.1. General Authority.



     (a) Upon the Depositor’s execution of this Agreement, the Owner Trustee is authorized and
directed, on behalf of the Issuer, to (i) execute and deliver the 2011-A Basic Documents and each
certificate or other document attached as an exhibit to or contemplated by the 2011-A Basic
Documents to which the Issuer is to be a party and (ii) direct the Indenture Trustee to
authenticate and deliver the Notes.



     (b) The Owner Trustee is authorized to take all actions required of the Issuer pursuant to the
2011-A Basic Documents and is authorized to take such action on behalf of the Issuer as is
permitted by the 2011-A Basic Documents that the Servicer or the Indenture Administrator directs
with respect to the 2011-A Basic Documents, except to the extent that this Agreement requires the
consent of the Noteholders or the holder of the Residual Interest for such action.



     Section 5.2. General Duties. Subject to Section 5.3, it is the duty of the Owner
Trustee to discharge all of its responsibilities pursuant to this Agreement and the 2011-A Basic
Documents to which the Issuer is a party and to administer the Issuer in the interest of the holder
of the Residual Interest, subject to the lien of the Indenture and in accordance with the 2011-A
Basic Documents. The Owner Trustee will be deemed to have discharged its duties and
responsibilities under the 2011-A Basic Documents to the extent the Indenture Administrator is
required in the Administration Agreement to perform any act or to discharge such duty of the Owner
Trustee or the Issuer under any 2011-A Basic Document. The Owner Trustee will not be held liable
for the default or failure of the Indenture Administrator to carry out its obligations under the
Administration Agreement. The Owner Trustee will have no obligation to administer, service or
collect the 2011-A Exchange Note, the Leases or the Leased Vehicles or to maintain,



10









 







monitor or
otherwise supervise the administration, servicing or collection of the 2011-A Exchange Note, the
Leases or the Leased Vehicles.



     Section 5.3. Action upon Prior Notice with Respect to Certain Matters. With respect
to the following matters, the Owner Trustee may not take action unless (i) at least 30 days before
taking such action, the Owner Trustee has notified the Indenture Trustee, the Noteholders, the
holder of the Residual Interest and the Issuer (who will notify the Rating Agencies) of the
proposed action and (ii) Noteholders of a majority of the Note Balance of the Controlling Class (or
if no Notes are Outstanding, the holder of the Residual Interest) have not notified the Owner
Trustee before the 30th day after receipt of such notice that such majority of the Note Balance of
the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest) has
withheld consent or provided alternative direction:



     (a) the initiation of any material claim or lawsuit by the Issuer and the settlement of any
material action, claim or lawsuit brought by or against the Issuer;



     (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such
amendment is required to be filed under the Delaware Statutory Trust Act), except to cure any
ambiguity or to amend or supplement any provision in a manner or to add any provision that would
not materially adversely affect the interests of the holders of the Notes or the Residual Interest;



     (c) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent
to the assignment by the Indenture Trustee of its obligations under the Indenture or this
Agreement; and



     (d) consenting to the Indenture Administrator taking any of the actions described in clauses
(a) through (c) above.



     Section 5.4. Action upon Direction by the Holder of the Residual Interest with Respect to
Certain Matters.



     (a) The Owner Trustee on behalf of the Issuer will not execute an amendment to the Credit and
Security Agreement, the Exchange Note Supplement, the Servicing Agreement, the Servicing
Supplement, the Indenture or the Administration Agreement that would materially adversely affect
the holder of the Residual Interest without the consent of such holder.



     (b) The Owner Trustee will not (i) remove the Servicer or appoint a successor Servicer under
Article VIII of the Servicing Agreement, or (ii) remove the Indenture Administrator or appoint a
successor Indenture Administrator under Article V of the Administration Agreement unless (A) there
is an Exchange Note Servicer Event of Default subsequent to the payment in full of the Notes and
(B) the holder of the Residual Interest directs the Owner Trustee to take such action.



     Section 5.5. Action with Respect to Bankruptcy. The Owner Trustee may not commence a
voluntary proceeding in bankruptcy relating to the Issuer unless the Notes have been paid in full
and the holder of the Residual Interest approves of such commencement in



11









 







advance and delivers to
the Owner Trustee a certificate certifying that it reasonably believes that the Issuer is
insolvent.



     Section 5.6. Action upon Instruction.



     (a) The Owner Trustee will not be required to take any action under any 2011-A Basic Document
if the Owner Trustee reasonably determines, or is advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee, is contrary to any 2011-A Basic Document or
is contrary to law.



     (b) If (i) the Owner Trustee is unsure as to the application of any provision of any 2011-A
Basic Document, (ii) any provision of any 2011-A Basic Document is, or appears to be,
in conflict with any other applicable provision, (iii) this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the course of action that
the Owner Trustee is required to take with respect to a particular set of facts or (iv) the Owner
Trustee is unable to decide between alternative courses of action permitted or required by any
2011-A Basic Document, the Owner Trustee may, and with respect to clause (iv) will, notify the
Indenture Administrator requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction received, the Owner
Trustee will not be liable to any Person on account of such action or inaction. If the Owner
Trustee does not receive appropriate instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but will be under no duty to, take or refrain from taking such action, not
inconsistent with the 2011-A Basic Documents, as it deems to be in the best interests of the holder
of the Residual Interest, and will have no liability to any Person for such action or inaction.



     Section 5.7. No Duties Except as Specified in this Agreement or in Instructions. The
Owner Trustee has no duty or obligation to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Trust Property, or to otherwise take or
refrain from taking any action under, or in connection with, any document contemplated by this
Agreement to which the Owner Trustee or the Issuer is a party, except as provided by this Agreement
or in any document or instruction received by the Owner Trustee pursuant to Section 5.6. No
implied duties or obligations will be read into any 2011-A Basic Document against the Owner
Trustee. The Owner Trustee has no responsibility for filing any financing statements or
continuation statements or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it under this Agreement or to prepare or file any Commission filing for the
Issuer or to record any 2011-A Basic Document. The Owner Trustee nevertheless agrees that it will
promptly take, at its own cost and expense, all action as may be necessary to discharge any lien
(other than the lien of the Indenture) on any part of the Trust Property that results from actions
by, or claims against, the Owner Trustee that are not related to the ownership or the
administration of the Trust Property.



     Section 5.8. No Action Except Under Specified Documents or Instructions. The Owner
Trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the
Trust Property except (a) in accordance with the powers granted to and the authority conferred upon
the Owner Trustee pursuant to this Agreement, (b) in accordance with the other



12









 







2011-A Basic
Documents to which the Issuer or the Owner Trustee is a party and (c) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to Section 5.6. The Depositor will
not direct the Owner Trustee to take any action that would violate this Section 5.8.



     Section 5.9. Prohibition on Certain Actions. The Owner Trustee will not take any
action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b)
that, to the knowledge of the Owner Trustee, would (i) cause any Class of Notes not be treated as
indebtedness for U.S. federal income tax purposes, (ii)
be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code
(unless no gain or loss would be recognized on such deemed sale or exchange for U.S. federal income
tax purposes) or (iii) cause the Issuer, the Titling Companies or any portion of any of them to be
taxable as an association (or publicly traded partnership) taxable as a corporation for U.S.
federal income tax purposes (except, in the case of any Titling Company, to the extent of any part
of such Titling Company that is intended to be characterized as an association of U.S. federal
income tax purposes). The Indenture Administrator will not direct the Owner Trustee to take action
that would violate this Section 5.9.



     Section 5.10. Audits of the Owner Trustee. The Owner Trustee agrees that, with
reasonable prior notice, it will permit any authorized representative of the Servicer or the
Indenture Administrator, during the Owner Trustee’s normal business hours, to examine and audit the
books of account, records, reports and other documents and materials of the Owner Trustee relating
to (a) the performance of the Owner Trustee’s obligations under this Agreement, (b) any payments of
fees and expenses of the Owner Trustee in connection with such performance and (c) any claim made
by the Owner Trustee under this Agreement. In addition, the Owner Trustee will permit such
representatives to make copies and extracts of any such books and records and to discuss the same
with the Owner 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 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 Agreement. The Owner 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 Agreement.



     Section 5.11. Furnishing of Documents. Upon request from the holder of the Residual
Interest, the Owner Trustee will furnish to such holder copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments furnished to the Owner
Trustee under the 2011-A Basic Documents.



     Section 5.12. Maintenance of Licenses. The Owner Trustee will obtain and maintain any
licenses that the Indenture Administrator informs the Owner Trustee are required to be obtained or
maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s
duties and obligations under the 2011-A Basic Documents.



     Section 5.13. Sarbanes-Oxley Act. Notwithstanding anything to the contrary in any
2011-A Basic Documents, the Owner Trustee will not be required to execute, deliver or certify



13









 







on
behalf of the Issuer, the Servicer, the Depositor or any other Person any filings, certificates,
affidavits or other instruments required by the Securities and Exchange Commission or required
under the Sarbanes-Oxley Act of 2002. However, any entity executing, delivering or certifying such
filings, certificates, affidavits or
other instruments required by the Securities and Exchange Commission or required under the
Sarbanes-Oxley Act of 2002 on behalf of the Issuer may request, at its option, such
subcertifications, including any assessments of compliance required from the Owner Trustee as it
may deem necessary to provide such certifications and the Owner Trustee will reasonably comply with
such request.



     Section 5.14. Reporting of Reallocations of Leases and Leased Vehicles. The Owner
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 (in writing or orally) to the
Owner Trustee for the removal of any Lease and related Lease 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 Owner 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.



ARTICLE VI

REGARDING THE OWNER TRUSTEE




     Section 6.1. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts
created by this Agreement and agrees to perform its duties under this Agreement with respect to
such trusts but only in accordance with this Agreement. The Owner Trustee also agrees to
distribute all monies actually received by it constituting part of the Trust Property in accordance
with the 2011-A Basic Documents. The Owner Trustee will not be liable under any 2011-A Basic
Document under any circumstances, except (i) for its own willful misconduct, bad faith or
negligence (except for errors in judgment) or (ii) if any representation or warranty in Section 6.2
is not true and correct as of the 2011-A Closing Date. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):



     (a) the Owner Trustee will not be liable with respect to any action taken or omitted to be
taken by it in accordance with the instructions of the Noteholders of a majority of the Note
Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual
Interest, the Indenture Administrator or the Servicer;



     (b) no 2011-A Basic Document will require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of its rights or powers under any
2011-A Basic Document if the Owner Trustee has reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured or
provided to it;



14









 





     (c) the Owner Trustee will not be liable for indebtedness evidenced by or arising under any of
the 2011-A Basic Documents, including the principal of and interest on the Notes or amounts
distributable to the holder of the Residual Interest;



     (d) the Owner Trustee will not be responsible for (i) the validity or sufficiency of this
Agreement, (ii) the due execution of this Agreement by the Depositor, (iii) the form, character,
genuineness, sufficiency, value or validity of any of the Trust Property or (iv) the validity or
sufficiency of the other 2011-A Basic Documents, the Notes, the 2011-A Exchange Note or any related
documents, and the Owner Trustee will in no event assume or incur any liability, duty or obligation
to any Noteholder, the Depositor or the holder of the Residual Interest, other than as provided for
in the 2011-A Basic Documents;



     (e) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the
Indenture Administrator, the Depositor, the holder of the Residual Interest or the Indenture
Trustee under any of the 2011-A Basic Documents or otherwise and the Owner Trustee will have no
obligation or liability to perform the obligations of the Issuer under the 2011-A Basic Documents
that are required to be performed by the Indenture Administrator under the Administration
Agreement, the Servicer under the Servicing Agreement or the Servicing Supplement or the Indenture
Trustee under the Indenture;



     (f) the Owner Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Agreement or, at the request, order or direction of the Depositor, to
institute, conduct or defend any litigation under this Agreement or in relation to any 2011-A Basic
Document or otherwise unless the Depositor has offered to the Owner Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses, losses, damages, claims and liabilities
that may be incurred by the Owner Trustee. The right of the Owner Trustee to perform any
discretionary act enumerated in any 2011-A Basic Document will not be construed as a duty; and



     (g) the Owner Trustee will not be responsible or liable for (i) the legality, validity and
enforceability of the 2011-A Exchange Note, (ii) the sufficiency of the Trust Property or the
ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders
under the Indenture or distributions to the holder of the Residual Interest under this Agreement,
(iii) the accuracy of any representation or warranty made under any 2011-A Basic Document (other
than the representations and warranties made in Section 6.2) or (iv) any action of the Indenture
Trustee, the Indenture Administrator or the Servicer or any subservicer taken in the name of the
Owner Trustee.



     Section 6.2. Representations and Warranties of the Owner Trustee. The Owner Trustee
represents and warrants to the Depositor as of the 2011-A Closing Date:



     (a) Organization and Qualification. The Owner Trustee is duly formed and is validly
existing as a national banking association under the laws of the State of Delaware. The Owner
Trustee is duly qualified as a national banking association 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



15









 







to have a material adverse effect on the Owner Trustee’s ability to perform its
obligations under this Agreement.



     (b) Power, Authorization and Enforceability. The Owner Trustee has the power and
authority to execute deliver and perform the terms this Agreement. The Owner Trustee has
authorized the execution, delivery and performance of the terms of this Agreement. This Agreement
is the legal, valid and binding obligation of the Owner Trustee enforceable against the Owner
Trustee, 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 Owner Trustee of
this Agreement, the consummation by the Owner Trustee of the transactions contemplated by this
Agreement and the compliance by the Owner Trustee with this Agreement will not (i) violate any
federal or State law, governmental rule or regulation governing the banking or trust powers of the
Owner Trustee or any judgment or order binding on it, (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 Owner Trustee is a debtor or guarantor or (iii) violate any
law or, to the Owner Trustee’s knowledge, any order, rule, or regulation applicable to the Owner
Trustee of any court or of any federal or State regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Owner 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 Owner Trustee’s ability to perform its obligations under this
Agreement.



     (d) No Proceedings. To the Owner Trustee’s knowledge, there are no proceedings or
investigations pending or overtly threatened in writing, before any Governmental Authority having
jurisdiction over the Owner Trustee or its properties: (i) asserting the invalidity of this
Agreement, (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, or (iii) seeking any determination
or ruling that would reasonably be expected to have a material adverse effect on the Owner
Trustee’s ability to perform its obligations under, or the validity or enforceability of, this
Agreement.



     (e) Banking Association. The Owner Trustee is a banking association satisfying
Section 3807(a) of the Delaware Statutory Trust Act and meets the eligibility requirements of
Section 9.1(a).



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



     Section 6.3. Reliance; Advice of Counsel.



     (a) The Owner Trustee may rely upon, will be protected in relying upon and will incur no
liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document believed by it to be genuine



16









 







that appears on its face to be properly executed and signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any fact or matter the
method of the determination of which is not specifically prescribed in this Agreement, the Owner
Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or
any vice president or by the treasurer or other Responsible Officers of the relevant party, as to
such fact or matter and such certificate will constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.



     (b) In the exercise or administration of the trusts under this Agreement and in the
performance of its duties and obligations under the 2011-A Basic Documents, the Owner Trustee (i)
may act directly or through its agents or attorneys pursuant to agreements entered into with any of
them and will not be liable for the conduct or misconduct of such agents or attorneys if the Owner
Trustee selects such agents or attorneys with reasonable care and (ii) may consult with counsel,
accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and
employs. The Owner Trustee will not be liable for anything it does, suffers or omits to do in good
faith in accordance with the written opinion or advice of any such counsel, accountants or other
such Persons that is not contrary to any 2011-A Basic Document.



     Section 6.4. Not Acting in Individual Capacity. Except as provided in this Article
VI, in accepting the trusts created by this Agreement, U.S. Bank Trust National Association acts
solely as Owner Trustee under this Agreement and not in its individual capacity. All Persons
having any claim against the Owner Trustee by reason of the transactions contemplated by any 2011-A
Basic Document will look only to the Trust Property for payment or satisfaction thereof. However,
the Owner Trustee will be responsible for any breach of its representations and warranties made in
Section 6.2 and the validity of its signature on any certificate of authentication of the Owner
Trustee.



     Section 6.5. U.S. Bank Trust National Association May Own Notes. U.S. Bank Trust
National Association, in its individual or any other capacity, may become the owner or pledgee of
Notes and may deal with the Depositor, the holder of the Residual Interest, the Servicer, the
Indenture Administrator and the Indenture Trustee in banking transactions with the same rights as
it would have if it were not the Owner Trustee.



     Section 6.6. Duty to Update Disclosure. The Owner 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 Owner Trustee or actions taken by the Owner 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 U.S. Bank Trust National Association
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 Owner Trustee that the Depositor, in
good faith, believes is necessary to comply with Regulation AB within five days of request or (B)
(i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution
of U.S. Bank Trust National
Association as Owner Trustee) of Form 8-K under the Exchange Act within two days of a
Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the
information provided by the Owner Trustee in any



17









 







certificate delivered by a Responsible Person of
the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the
statements provided by the Owner Trustee in light of the circumstances in which they were made not
misleading within five days of a Responsible Person of the Owner Trustee becoming aware thereof.
The obligations of the Owner Trustee to provide such information with respect to the period during
which it served as Owner Trustee will survive the resignation or removal of the Owner Trustee under
the Agreement.



ARTICLE VII

COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE;

ORGANIZATIONAL EXPENSES




     Section 7.1. Owner Trustee’s Fees and Expenses. The Issuer will pay the Owner Trustee
as compensation for its services under this Agreement, such fees as have been separately agreed
upon by the Indenture Administrator and the Owner Trustee. The Issuer will reimburse the Owner
Trustee for all reasonable out-of-pocket expenses incurred or made by the Owner Trustee in
performing its rights and duties under this Agreement, including the reasonable compensation,
expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts, but
excluding any expenses incurred by the Owner Trustee through the Owner Trustee’s own willful
misconduct, bad faith or negligence (other than errors in judgment).



     Section 7.2. Indemnification of the Owner Trustee.



     (a) The Depositor will, or will cause the Indenture Administrator to, indemnify, defend and
hold harmless the Owner 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 Owner Trustee’s agents, counsel,
accountants and experts) incurred by it in connection with the administration of and the
performance of its duties under this Agreement, 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 the Indenture, but excluding any cost, expense,
loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee’s own
willful misconduct, bad faith or negligence (other than errors in judgment) or (ii) arising from
the inaccuracy of any representation or warranty contained in Section 6.2.



     (b) Promptly upon receipt by the Owner 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 7.2(a), notify the Depositor and the Indenture Administrator
of the commencement of such Proceeding. The Depositor, or, if the Depositor 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 Depositor or the Indenture Administrator, as applicable, and such
Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned.
After notice from the Depositor or the Indenture Administrator, as applicable, to the



18









 







Indemnified
Person of the intention of the Depositor 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 Depositor or the Indenture Administrator, as applicable, so assumes the defense of
such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the
Depositor 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 Depositor or the
Indenture Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand,
in which case the Depositor, or, if Depositor so causes, the Indenture Administrator, will pay for
the separate counsel to the Indemnified Person.



     (c) The Depositor’s obligations under this Section 7.2 are obligations solely of the Depositor
and do not constitute a claim against the Depositor to the extent that the Depositor does not have
funds sufficient to make payment of such obligations. The Owner Trustee, by entering into or
accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to
the Other Assets of the Depositor. Notwithstanding the preceding sentence, if the Owner Trustee
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 the Owner Trustee 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 Owner Trustee further
acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 7.2(c)
and this Section 7.2(c) may be enforced by an action for specific performance. This Section 7.2(c)
is for the third party benefit of the holders of such other obligations and liabilities and will
survive the termination of this Agreement.



     Section 7.3. Organizational Expenses of the Issuer. The Depositor will, or will cause
the Indenture Administrator to, pay the organizational expenses of the Issuer as they may arise or,
upon the request of the Owner Trustee, the Depositor will, or will cause the Indenture
Administrator to, promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.



     Section 7.4. Certain Expenses of the Indenture Trustee. The Depositor will reimburse (a) the Indenture Trustee and any successor Indenture Trustee
for any expenses associated with the replacement of the Indenture Trustee pursuant to Section 6.8
of the Indenture and (b) the Owner Trustee and any successor Owner Trustee for any expenses
associated with the replacement of the Owner Trustee pursuant to Section 9.2 of this Agreement, in
each case, to the extent such amounts have not been otherwise paid pursuant to Section 8.2 of the
Indenture.



19









 





ARTICLE VIII

TERMINATION




     Section 8.1. Termination of Trust Agreement.



     (a) This Agreement (other than the provisions of Article VII) will terminate and be of no
further force or effect and the Issuer will terminate, wind up and dissolve, upon the earlier to
occur of (i) the redemption of the 2011-A Exchange Note (following the termination of the last
remaining Lease included in the 2011-A Reference Pool and the disposition of all remaining Leased
Vehicles) or (ii) the payment to the Noteholders and any other holders of securities issued under
any supplemental indentures or amendments to this Agreement, the Indenture Trustee and the Owner
Trustee of all amounts required to be paid to them pursuant to the Indenture, the Servicing
Agreement, the Servicing Supplement and Article IV. Any Insolvency Event, liquidation or
dissolution with respect to the Depositor will not (A) operate to terminate this Agreement or the
Issuer, (B) entitle the Depositor’s legal representatives to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of all or any part of the Issuer or
the Trust Property or (C) otherwise affect the rights, obligations and liabilities of the parties
to this Agreement. Upon dissolution of the Issuer, the Owner Trustee will wind up the activities
and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act.



     (b) The Depositor may not revoke or terminate the Issuer, unless it is the holder of 100% of
the Residual Interest and in accordance with Section 8.1(a).



     (c) Upon termination of the Issuer any remaining Trust Property will be distributed to the
holder of the Residual Interest, and the Owner Trustee will cause the Certificate of Trust to be
cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of
State of the State of Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust
Act or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such
certificate of cancellation, the Owner Trustee’s services under this Agreement will simultaneously
terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation
to the Indenture Administrator promptly upon such document becoming available following such
filing.



ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES




     Section 9.1. Eligibility Requirements for the Owner Trustee.



     (a) The Owner Trustee must (i) be authorized to exercise corporate trust powers, (ii) have a
combined capital and surplus of at least $50,000,000 and be subject to supervision or examination
by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating
of investment grade by each of the Rating Agencies or be otherwise acceptable to the Rating
Agencies. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of its supervising or examining authority, then for the purpose of this Section
9.1, the combined capital and surplus of such corporation will be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If



20









 







the Owner Trustee
ceases to be eligible in accordance with this Section 9.1, it must resign immediately in the manner
and with the effect specified in Section 9.2. The Owner Trustee will promptly notify the Depositor
and the Indenture Administrator if it ceases to satisfy the requirements of this Section 9.1.



     (b) The Owner Trustee must satisfy Section 3807(a) of the Delaware Statutory Trust Act.



     Section 9.2. Resignation or Removal of the Owner Trustee.



     (a) The Owner Trustee may resign and be discharged from the trusts created by this Agreement
by giving notice to the Depositor and the Indenture Administrator.



     (b) The Indenture Administrator may remove the Owner Trustee upon notice to the Owner Trustee
and will remove the Owner Trustee if:




     (i) the Owner Trustee ceases to be eligible in accordance with Section 9.1;




     (ii) the Owner Trustee is legally unable to act; or




     (iii) an Insolvency Event with respect to the Owner Trustee has occurred and is
continuing.



     (c) If the Owner Trustee resigns or the Indenture Administrator removes the Owner Trustee, the
Indenture Administrator will promptly (i) appoint a successor Owner Trustee, by written instrument,
in duplicate and (ii) deliver one copy of such instrument to the outgoing Owner Trustee and one
copy to the successor Owner Trustee. The Owner Trustee will be entitled to payment through the
date of its resignation or removal from distributions made under Section 8.2 of the Indenture. If
no successor Owner Trustee is appointed and has accepted such appointment within 30 days after the
Indenture Administrator’s receipt of notice of resignation or removal of the Owner Trustee, the
outgoing Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee. The right to appoint or to
petition for the appointment of any such successor Owner Trustee does not relieve the outgoing
Owner Trustee from any obligations otherwise imposed on it under the 2011-A Basic Documents until
the appointment of the successor Owner Trustee has become effective.



     (d) No resignation or removal of the Owner Trustee and appointment of a successor Owner
Trustee pursuant to this Section 9.2 will become effective until (i) the successor Owner Trustee
accepts its appointment as the Owner Trustee pursuant to Section 9.3(a) and (ii) the successor
Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section
9.3(d). The Indenture Administrator will notify the Depositor, the Indenture Trustee and the
Rating Agencies of any resignation or removal of the Owner Trustee.



     Section 9.3. Successor Owner Trustee.



     (a) Any successor Owner Trustee appointed pursuant to Section 9.2 must execute and deliver to
the Indenture Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement. Upon the resignation or removal of the



21









 







predecessor Owner Trustee
becoming effective pursuant to Section 9.2(d), such successor Owner Trustee, without any further
act, will become fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement. The predecessor Owner Trustee will, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it
under this Agreement, and the Indenture Administrator and the predecessor Owner Trustee will
execute and deliver such instruments and do such other things as may reasonably be required to vest
and confirm in the successor Owner Trustee all such rights, powers, duties and obligations.



     (b) No successor Owner Trustee may accept appointment as provided in this Section 9.3 unless,
at the time of such acceptance, such successor Owner Trustee is eligible pursuant to Section 9.1.



     (c) Upon the acceptance of appointment by a successor Owner Trustee pursuant to this Section
9.3, the Indenture Administrator will notify the Depositor, the Indenture Trustee, the Noteholders
and the Rating Agencies of such successor Owner Trustee.



     (d) Any successor Owner Trustee appointed under this Agreement will promptly file a
certificate of amendment to the Certificate of Trust with the Secretary of State of the State of
Delaware identifying the name and principal place of business of such successor Owner Trustee in
the State of Delaware. The successor Owner Trustee will deliver a file-stamped copy of such
certificate of amendment to the Indenture Administrator promptly upon such document becoming
available following such filing.



     Section 9.4. Merger or Consolidation of the Owner Trustee. Any Person (a) into which
the Owner Trustee may be merged or converted or with which it may be consolidated, (b) resulting
from any merger, conversion or consolidation to which the Owner Trustee is a party or (c)
succeeding to all or substantially all of the corporate
trust business of the Owner Trustee will, provided such corporation is eligible pursuant to
Section 9.1, be the successor of the Owner Trustee under this Agreement without the execution or
filing of any document or any further act (except as required under this Section 9.4);
provided, that the Owner Trustee (i) notifies the Issuer (who will notify the Rating
Agencies) of such merger or consolidation within 15 Business Days of such event and (ii) files a
certificate of amendment to the Certificate of Trust as required by Section 9.3(d).



     Section 9.5. Appointment of Separate Trustee or Co-Trustee.



     (a) Notwithstanding any other provision of this Agreement, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Property or any Leased
Vehicle may be located, the Indenture Administrator and the Owner Trustee acting jointly will have
the power and will execute and deliver all instruments to appoint one or more Persons approved by
the Owner Trustee to act as a separate trustee or as separate trustees, or as co-trustee, jointly
with the Owner Trustee, of all or any part of the Issuer, and to vest in such Person, in such
capacity, such title to the Trust Property, or any part thereof, and, subject to this Section 9.5,
such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Owner
Trustee consider necessary or desirable. If the Indenture Administrator has not joined in such
appointment within 15 Business Days of its receipt of a request so to do, the Owner



22









 







Trustee will
have the power to make such appointment. No separate trustee or co-trustee under this Agreement
will be required to meet the terms of eligibility as a successor trustee pursuant to Section 9.1
and no notice of the appointment of any separate trustee or co-trustee is required.



     (b) Each 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 Owner
Trustee will be conferred upon and exercised or performed by the Owner Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Owner Trustee joining in such
act), except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the Owner Trustee is 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 Trust Property or any portion thereof in any such jurisdiction) may
be exercised and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Owner Trustee;




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




     (iii) the Indenture Administrator and the Owner Trustee acting jointly may accept the
resignation of or remove any separate trustee or co-trustee.



     (c) Any notice, request or other writing given to the Owner Trustee will be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or co-trustee must refer to this
Agreement and the conditions of this Article IX. 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 Owner Trustee or separately, as may be
provided in such instrument, subject to this Agreement. The Owner Trustee will keep a copy of each
such instrument in its files and will deliver a copy of each such instrument to the Indenture
Administrator.



     (d) Any separate trustee or co-trustee may appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement 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 Owner Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.



     Section 9.6. Compliance with Delaware Statutory Trust Act. Notwithstanding anything
in this Agreement to the contrary, the Issuer must have at least one trustee that meets the
requirements of Section 3807(a) of the Delaware Statutory Trust Act.



23









 





ARTICLE X

MISCELLANEOUS




     Section 10.1. Supplements and Amendments.



     (a) This Agreement may be amended by the holder of the Residual Interest and the Owner
Trustee, with prior notice by the Indenture Administrator to the Rating Agencies, without the
consent of any of the Noteholders, for the purpose of curing any ambiguity or correcting or
supplementing any provisions in this Agreement inconsistent with any other provision of this
Agreement.



     (b) This Agreement may be amended by the holder of the Residual Interest and the Owner
Trustee, with prior notice by the Indenture Administrator to the Rating Agencies, without the
consent of any of the Noteholders, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or issuing securities in exchange for
all or a portion of the Residual Interest, subject to the following conditions:




     (i) such holder delivers an Officer’s Certificate to the Indenture Trustee and the
Owner Trustee to the effect that such amendment will not have a material adverse effect on
the Notes;




     (ii) such holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner
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 (except, in the case of any
Titling Company, to the extent of any part of such Titling Company that is intended to
be characterized as an association for U.S. federal income tax purposes), or (C) adversely
affect the treatment of the Notes as debt for U.S. federal income tax purposes; and




     (iii) such holder either delivers to the Indenture Trustee and the Owner Trustee (A) an
Opinion of Counsel to the effect that, after giving effect to such amendment, there will be
no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any
additional security or that the withholding tax imposed will be no greater than the
withholding tax imposed prior to such amendment or (B) an Officer’s Certificate that states
withholding is applicable to payments on any such additional securities, the rate of
withholding tax required on such payments, and that such amounts will be withheld and
remitted to the Internal Revenue Service in satisfaction of the requirements of Sections
1441 and 1442 of the Code.



     (c) This Agreement also may be amended by the holder of the Residual Interest and the Owner
Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Agreement with prior notice by the Indenture Administrator to the Rating
Agencies, subject to the following conditions:




     (i) (A) the Indenture Trustee, to the extent that its rights or obligations would be
affected by such amendment consents (which consent may not be unreasonably withheld, delayed
or conditioned) and (B) the Noteholders of a majority of the Note



24









 







Balance of each affected
Class of Notes Outstanding consent to such amendment (with each affected Class voting
separately, except that all Noteholders of Class A Notes will vote together as a single
class;




     (ii) such holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner
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 (except, in the case of any Titling
Company, to the extent of any part of such Titling Company that is intended to be
characterized as an association for U.S. federal income tax purposes), or (C) adversely
affect the treatment of the Notes as debt for U.S. federal income tax purposes; and




     (iii) such holder either delivers to the Indenture Trustee and the Owner Trustee (A) an
Opinion of Counsel to the effect that, after giving effect to such amendment, there will be
no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any
additional security as a result of such amendment or that the withholding tax imposed will
be no greater than the withholding tax imposed prior to such amendment or (B) an Officer’s
Certificate that states withholding is applicable to payments on any such additional
securities, the rate of withholding tax required on such amounts, and that such withheld
amounts are required to be remitted to the Internal Revenue Service in satisfaction of the
requirements of Sections 1441 and 1442 of the Code.



     However, no amendment may (A) increase or reduce the amount of, or accelerate or delay the
timing of, or change the allocation or priority of, collections of payments on the 2011-A Exchange
Note or distributions that are required to be made for the benefit of the Secured Parties or (B)
reduce the percentage of the Note Balance of the Notes Outstanding required to consent to any such
amendment, in each case, without the consent of all affected Noteholders.



     (d) Notwithstanding the foregoing, this Agreement may be amended at any time by the Owner
Trustee (acting at the direction of the Depositor) to the extent reasonably necessary to assure
that none of the Issuer, the Depositor, any Holding Company or any Titling Company will be
classified as an association (or publicly traded partnership) taxable as a corporation for federal
income tax purposes (except, in the case of any Titling Company, to the extent of any part of such
Titling Company that is intended to be characterized as an association for U.S. federal income tax
purposes). However, no such amendment may materially and adversely affect the interests of any
Noteholder.



     (e) Promptly after the execution of any such amendment or consent, the Owner Trustee will
notify the Indenture Trustee of the substance of such amendment or consent.



     (f) If the consent of the Noteholders or the Indenture Trustee is required under this Section
10.1, they do not need to approve the particular form of any proposed amendment or consent so long
as their consent approves the substance of the proposed amendment or consent. The manner of
obtaining such consents will be subject to such reasonable requirements as the Owner Trustee may
prescribe.



25









 





     (g) Promptly after the execution of any certificate of amendment to the Certificate of Trust,
the Owner Trustee will cause such amendment to be filed with the Secretary of State of the State of
Delaware. The Owner Trustee will deliver a file-stamped copy of such certificate of amendment to
the Indenture Administrator promptly upon such document becoming available following such filing.



     (h) Before the execution of any amendment to this Agreement or certificate of amendment to the
Certificate of Trust, the Owner Trustee will be entitled to receive and rely upon an Opinion of
Counsel delivered by the holder of the Residual Interest to the effect that the execution of such
amendment or certificate of amendment, as applicable, is authorized or permitted by this Agreement.
The Owner Trustee may enter into any such amendment or certificate of amendment that affects the
Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.



     (i) In connection with the execution of any amendment to this Agreement or any amendment to
any other agreement to which the Issuer is a party, the Owner Trustee will be entitled to receive
and rely upon an Opinion of Counsel delivered by the holder of the Residual Interest to the effect
that such amendment is authorized or permitted by the 2011-A Basic Documents and that all
conditions precedent in the 2011-A Basic Documents for the execution and delivery thereof by the
Issuer or the Owner Trustee, as the case may be, have been satisfied.



     Section 10.2. No Legal Title to Trust Property in the Holder of the Residual Interest. The holder of the Residual Interest has no legal title to any part of the Trust Property.
The holder of the Residual Interest is entitled to receive distributions with respect to its
Residual Interest only in accordance with Article VIII of the Indenture. No transfer, by operation
of law or otherwise, of any right, title, or interest of the Depositor to and in the Residual
Interest in the Trust Property will operate to terminate this Agreement or the trusts under this
Agreement or entitle any transferee to an accounting or to the transfer to it of legal title to any
part of the Trust Property.



     Section 10.3. Limitation on Rights of Others. Except for Sections 2.6, 7.2 and 10.1,
this Agreement is solely for the benefit of the Owner Trustee, the Depositor, the Indenture
Administrator, the Servicer, the holder of the Residual Interest and, to the extent provided in
this Agreement, the Indenture Trustee and the Secured Parties, and nothing in this Agreement (other
than Section 2.6), whether express or implied, will be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Property or under or in respect of this
Agreement or any covenants, conditions or provisions contained in this Agreement.



     Section 10.4. Notices.



     (a) All notices, requests, demands, consents, waivers or other communications to or from the
parties to this Agreement 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;



26









 






     (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.



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



     (b) Notices to the Owner Trustee will be addressed to its Corporate Trust Office or to such
other address designated by the Owner Trustee by notice to the Depositor.



     (c) 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 Agreement will be conclusively presumed to have been properly given, whether or
not the Noteholder receives such notice.



     Section 10.5. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.



     Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.



     Section 10.7. Severability. If any of the covenants, agreements or terms of this
Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the
remaining covenants, agreements or terms of this Agreement and will in no way affect the validity,
legality or enforceability of the remaining Agreement or of the Notes or the rights of the
Noteholders.



     Section 10.8. Counterparts. This Agreement may be executed in any number of
counterparts. Each counterpart will be an original, and all counterparts will together constitute
one and the same instrument.



     Section 10.9. Headings. The headings in this Agreement are included for convenience
only and will not affect the meaning or interpretation of this Agreement.



     Section 10.10. No Petition. Each party to this Agreement covenants that for a period
of one year and one day (or, if longer, any applicable preference period) after payment in full of
the



27









 







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 Agreement 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 10.11. Rights Limited to 2011-A Exchange Note.



     (a) Any claim by the Owner Trustee or any other Person pursuant to this Agreement to the
extent that any such claim is deemed to arise against any of the Titling Companies or any assets
thereof will be limited in recourse to the 2011-A Exchange Note. In the event that,
notwithstanding the preceding sentence, any Noteholders or any other Person having a claim under
this Trust Agreement will be deemed to have any claim against the assets of any Titling Company
other than the 2011-A Exchange Note, such claim will be subordinate to the payment in full,
including post-petition interest, of the claims of the Lender and to the holder of (i) all other
Exchange Notes and (ii) in the case of assets allocated to a Specified Interest other than the
Collateral Specified Interest, all other asset-backed securities, the payments on which are derived
primarily from collections on designated assets of the Borrowers and all related hedging
arrangements. This subordination agreement is deemed a subordination agreement within the meaning
of Section 510(a) of the Bankruptcy Code. The Owner Trustee and the Depositor each further
acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 10.11
and this Section 10.11 may be enforced by any action for specific performance.



     (b) The Owner Trustee and each other Person having rights under this Agreement by accepting
the benefits hereof 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 Person may have at any time against
any Titling Company or against any Exchange Note of any Titling Company other than the 2011-A
Exchange Note.



     (c) This Section 10.11 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
other written obligation of the type referred to in clause (ii) of Section 10.11(a), which relates
to any Exchange Note other than the 2011-A Exchange Note and will survive the termination of this
Indenture.



     Section 10.12. Limited Recourse. The Owner Trustee agrees that any claim that the
Owner Trustee may seek to enforce against the Depositor is limited to the 2011-A Exchange Note of
the Depositor only and does not represent a claim against the assets of the Depositor as a whole or
any assets other than the assets related to the 2011-A Exchange Note of the Depositor.



28









 





     Section 10.13. Subordination.



     (a) The Owner Trustee agrees that any claim that the Owner Trustee may seek to enforce at any
time against any assets of the Depositor other than the assets related to the 2011-A
Exchange Note of the Depositor will be subordinate to the payment in full of all other claims
with respect to such other assets. However, this Section 10.13(a) will not limit, subordinate or
otherwise modify any claims against the Depositor with respect to any right to indemnification,
commitment to repurchase or other obligation of Depositor relating to:




     (i) any assets related to the 2011-A Exchange Note or the 2011-A Reference Pool,




     (ii) any related credit enhancement,




     (iii) any transactions entered into in connection with the assets related to the 2011-A
Exchange Note (or the beneficial interest therein),




     (iv) any administrative services performed in connection with the 2011-A Exchange Note,




     (v) any servicing obligation, or




     (vi) any obligation to any Person acting as trustee, registrar or administrator
(including as Titling Company Registrar, owner trustee or indenture trustee).



     (b) The Owner Trustee 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 the Owner Trustee may have against any
assets of the Depositor other than assets related to the 2011-A Exchange Note of the Depositor.



     (c) The parties to this Agreement intend that Section 10.13(a) constitute an enforceable
subordination agreement under Section 510(a) of the Bankruptcy Code.



[Remainder of Page Intentionally Left Blank]





29









 








EXECUTED BY:




	 	 	 	 	 
	 	FORD CREDIT AUTO LEASE TWO LLC, as 

     Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

     as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amended and Restated Trust Agreement]





 









 





Exhibit A




Form Of Certificate of Trust of

Ford Credit Auto Lease Trust 2011-A




     This Certificate of Trust of FORD CREDIT AUTO LEASE TRUST 2011-A (the “Trust”) is
being duly executed and filed by U.S. Bank Trust National Association, a national banking
association, as owner trustee (the “Owner Trustee”), to form a statutory trust under the
Delaware Statutory Trust Act (12 Delaware Code, § 3801 et seq.) (the
“Act”).




     1. Name. The name of the statutory trust formed hereby is “Ford Credit Auto
Lease Trust 2011-A”.




     2. Owner Trustee. The name and business address of the sole trustee of the
Trust in the State of Delaware is U.S. Bank Trust National Association, Corporate Trust
Department, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.




     3. Effective Date. This Certificate of Trust will be effective upon filing.



     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this
Certificate of Trust as of the date first above written in accordance with Section 3811(a)(1) of
the Act.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

     not in its individual capacity but solely as Owner

     Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-1