exv10w5






Exhibit 10.5




EXECUTION VERSION



 





SERVICING SUPPLEMENT




to the



AMENDED AND RESTATED SERVICING AGREEMENT



Dated as of December 1, 2006



among



FORD MOTOR CREDIT COMPANY LLC,

as Servicer with respect to the Collateral Specified Interests

and the 2011-A Reference Pool and as Lender,



CAB EAST HOLDINGS, LLC,

CAB WEST HOLDINGS CORPORATION, and

FCALM HOLDINGS CORPORATION,

as Holders of the Collateral Specified Interest Certificates



and



HTD LEASING LLC,

as Collateral Agent



Dated as of June 1, 2011


 






 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1	 
	Section 1.1. Usage and Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DESIGNATION
	 	 	2	 
	Section 2.1. Designation
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III THE SERVICER
	 	 	2	 
	Section 3.1. Appointment of Servicer
	 	 	2	 
	Section 3.2. Representations of the Servicer
	 	 	2	 
	Section 3.3. Representations and Warranties About the Leases and the Leased Vehicles
	 	 	2	 
	Section 3.4. Liability of the Servicer; Indemnities
	 	 	5	 
	Section 3.5. Purchase Upon Breach
	 	 	5	 
	Section 3.6. Collection of Payments
	 	 	6	 
	Section 3.7. Servicer May Own Exchange Note and Notes
	 	 	6	 
	Section 3.8. Fees and Expenses
	 	 	7	 
	Section 3.9. Termination
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
	 	 	8	 
	Section 4.1. Bank Accounts
	 	 	8	 
	Section 4.2. Remittance
	 	 	9	 
	Section 4.3. Advances
	 	 	10	 
	Section 4.4. Repayment of Advances
	 	 	11	 
	Section 4.5. Trust Distribution Account
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V TERMINATION
	 	 	11	 
	Section 5.1. Clean-Up Call
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI REPORTS AND NOTICES
	 	 	12	 
	Section 6.1. Monthly Investor Reports
	 	 	12	 
	Section 6.2. Notices and Certificates Received by or Delivered by the Servicer Under the Servicing Agreement
	 	 	12	 
	Section 6.3. Annual Statement as to Compliance
	 	 	12	 
	Section 6.4. Compliance with Obligations under Sarbanes-Oxley Act
	 	 	13	 
	Section 6.5. Report on Assessment of Compliance with Servicing Criteria and Attestation
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	13	 
	Section 7.1. Amendments
	 	 	13	 
	Section 7.2. Third-Party Beneficiaries of the Servicing Agreement and this Servicing Supplement
	 	 	14	 
	Section 7.3. No Petition
	 	 	14	 
	Section 7.4. GOVERNING LAW
	 	 	14	 
	Section 7.5. SUBMISSION TO JURISDICTION
	 	 	14	 
	Section 7.6. WAIVER OF JURY TRIAL
	 	 	14	 






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	Section 7.7. Severability
	 	 	15	 
	Section 7.8. Counterparts
	 	 	15	 
	Section 7.9. Headings
	 	 	15	 
	Section 7.10. Conflict with Servicing Agreement
	 	 	15	 
	Section 7.11. List of Responsible Persons
	 	 	15	 
	 
	 	 	 	 
	Exhibit A Schedule of Collateral Leases and
Collateral Leased Vehicles in 2011-A
Reference Pool
	 	EA-1	 
	Exhibit B Form of Monthly Investor Report
	 	EB-1	 






ii









 





     SERVICING SUPPLEMENT, dated as of June 1, 2011 (this “Servicing Supplement”), to the
Amended and Restated Servicing Agreement, dated as of December 1, 2006 (the “Servicing
Agreement”) among (i) FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company
(“Ford Credit”), as servicer with respect to the Collateral Specified Interests and the
2011-A Reference Pool (in such capacity, the “Servicer”) and as Lender under the Credit and
Security Agreement (in such capacity, the “Lender”), (ii) CAB EAST HOLDINGS, LLC, a
Delaware limited liability company, CAB WEST HOLDINGS CORPORATION, a Delaware corporation and FCALM
HOLDINGS CORPORATION, a Delaware corporation (together the “Holding Companies” and each a
“Holding Company”), as Holders of the Collateral Specified Interest Certificates and (iii)
HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”).



BACKGROUND




     Section 2.3 of the Servicing Agreement provides that in connection with the issuance of an
Exchange Note pursuant to the Credit and Security Agreement (as defined below) and the Exchange
Note Supplement (as defined below), the Servicer, the Lender, the Collateral Agent and each Holding
Company may enter into a supplement to the Servicing Agreement setting forth the specific rights
and duties of the Servicer and the other agreements and undertakings with respect to the
administration and servicing of the 2011-A Reference Pool and the 2011-A Exchange Note.



     The Series 2011-A Exchange Note will be issued and the 2011-A Reference Pool will be
designated, each pursuant to the Credit and Security Agreement and the Exchange Note Supplement.



     The parties wish to enter into this Servicing Supplement to set forth the additional duties
required of the Servicer with respect to the 2011-A Reference Pool and the 2011-A Exchange Note.



ARTICLE I

USAGE AND DEFINITIONS




     Section 1.1. Usage and Definitions. Capitalized terms used but not otherwise defined
in this Servicing Supplement 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, the Collateral Agent, and Ford Credit, as Lender and Servicer.
Capitalized terms used but not otherwise defined in this Servicing Supplement 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, or, if not defined in Appendix A, are defined in the
related Titling Company Agreement. Appendix 1 and Appendix A also contain rules as to usage
applicable to this Servicing Supplement and are incorporated by reference into this Servicing
Supplement.



 









 





ARTICLE II

DESIGNATION




     Section 2.1. Designation. The parties designate the Collateral Leases and Collateral
Leased Vehicles listed on Exhibit A to be the “2011-A Reference Pool” and each Collateral
Lease and Collateral Leased Vehicle included in the 2011-A Reference Pool to be a “Lease”
and a “Leased Vehicle,” respectively.



ARTICLE III

THE SERVICER




     Section 3.1. Appointment of Servicer. Each party acknowledges and agrees that the
Servicer under the Servicing Agreement will also act as Servicer under this Servicing Supplement
with respect to the 2011-A Reference Pool and the 2011-A Exchange Note and will also act as agent
of any Holding Company, as Holder of the related Collateral Specified Interest Certificate in the
management and control of the Leases and Leased Vehicles and for all other purposes set forth in
this Servicing Supplement and the Servicing Agreement. Ford Credit accepts such appointments.



     Section 3.2. Representations of the Servicer. The Servicer has made the
representations set forth in Section 3.2 of the Servicing Agreement on which the Lender, the
Holding Companies and the Collateral Agent have relied, and the 2011-A Exchange Noteholder, in
acquiring the 2011-A Exchange Note, will rely. Such representations are remade as of the Exchange
Note Issuance Date and will survive the sale, transfer, assignment and conveyance of the 2011-A
Exchange Note to the 2011-A Exchange Noteholder, the Depositor and the Issuer and the pledge of the
2011-A Exchange Note to the Indenture Trustee pursuant to the Indenture.



     Section 3.3. Representations and Warranties About the Leases and the Leased Vehicles.
The Servicer represents and warrants to the Depositor and the Issuer as of the date of this
Servicing Supplement and the 2011-A Closing Date (except as otherwise specified), which
representations and warranties (i) the 2011-A Exchange Noteholder, the Depositor and the Issuer
have relied on in acquiring the 2011-A Exchange Note and (ii) will survive the sale of the 2011-A
Exchange Note to the 2011-A Exchange Noteholder, the Depositor and the Issuer and the pledge of the
2011-A Exchange Note to the Indenture Trustee pursuant to the Indenture:



     (a) New Vehicle. Each Leased Vehicle was a new automobile or light truck at the
beginning of the related Lease; provided, that a Leased Vehicle that has never been titled
and has not been driven more than 6,000 miles will be deemed to be a new vehicle for purposes of
this representation and warranty.



     (b) Certificate of Title. Each Leased Vehicle was titled in accordance with the
related Titling Company Agreement and in a manner acceptable to the relevant Governmental
Authority.



     (c) Security Interest in Lease and Leased Vehicle. The Collateral Agent has a
security interest in each Lease and Leased Vehicle which was validly created and is a perfected,
first priority security interest, and is noted as lienholder on the certificate of title for each
Leased Vehicle.



2









 





     (d) Interest in Lease and Leased Vehicle. Each Lease was entered into by a Dealer
located in the United States, as lessor, and a Lessee with a garaging location in an Eligible
State, as lessee, and all of the Dealer’s right, title and interest in such Lease and the related
Leased Vehicle was validly assigned by such Dealer to a Titling Company qualified to hold such
Leased Vehicle.



     (e) Origination of Leases. Each Lease was originated by a Dealer in the ordinary
course of its business and has been fully executed by the parties thereto and at the time of its
origination, substantially complied with the Servicer’s Credit and Collection Policy.



     (f) Total Payments. Each Lease (other than an Advance Payment Plan Lease) provides
for Total Payments that include Base Payments.



     (g) Compliance with Law. Each Lease complied in all material respects at the time it
was originated, and as of the date of this Servicing Supplement will comply in all material
respects, with all requirements of federal, State and local laws.



     (h) Consents, Licenses, Approvals and Authorizations. All material consents,
licenses, approvals or authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by the Dealer that originated a Lease or the
related Titling Company in connection with (i) the origination of such Lease, (ii) the execution,
delivery and performance by such Dealer of such Lease and (iii) the acquisition and ownership by
the related Titling Company of such Lease and the related Leased Vehicle, had been duly obtained,
effected or given and were in full force and effect as of such date of origination or acquisition
and remained in full force and effect.



     (i) Binding Obligation. Each Lease is on a form contract that includes rights and
remedies allowing the holder to enforce the obligation and realize on the Leased Vehicle and
represents the legal, valid and binding payment obligation of the related Lessee, enforceable in
all material respects by the holder of the Lease, except as may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by
general equitable principles and consumer protection laws.



     (j) No Government Lessee. No Lease is an obligation of the United States of America
or any State or local government or from any agency, department, or instrumentality or political
subdivision of the United States of America or any State or local government.



     (k) No Commercial Lease. No Lease is a commercial lease contract, master lease
contract or fleet vehicle lease contract; provided that no Lease that is a retail lease
contract will breach this representation solely because the related Lessee is a commercial lessee.



     (l) Leases in Force. No Lease (i) is a Terminating Lease or a Closed Lease or (ii)
has been satisfied, subordinated, rescinded, cancelled or terminated, in whole or in part.



     (m) No Waiver or Amendments. No material provision of a Lease (other than the
assessment of a security deposit or a Payment Extension Fee or the payment of any other amount
that, upon collection, would constitute an Additional Amount, or a default relating to failure by
the related Lessee to pay any such amount) has been affirmatively waived or amended, except
amendments and modifications that are contained in the Lease Files.



3









 





     (n) No Extensions. As of the Cutoff Date, no extensions other than Payment Extensions
not exceeding three months in the aggregate under any Lease have been granted.



     (o) No Defenses. To the Servicer’s knowledge, no right of rescission, setoff,
counterclaim or defense has been asserted or threatened with respect to any Lease.



     (p) No Delinquency or Default. Except for payments that are not more than 30 days
delinquent as of the Cutoff Date, no payment defaults (determined in accordance with the Credit and
Collection Policy) exist.



     (q) Insurance. Each Lease requires the lessee to obtain physical damage and liability
insurance covering the related Leased Vehicle.



     (r) Title. The applicable Titling Company has good title to each Lease and each
Leased Vehicle, free and clear of any Liens other than Permitted Liens.



     (s) Valid Assignment. No Lease was originated in, or is subject to the laws of, any
jurisdiction under which the sale and assignment of such Lease or the related Leased Vehicle to the
Titling Company would be unlawful, void, or voidable. Each Lease is fully assignable and no Dealer
has entered into any agreement with any Lessee that prohibits, restricts or conditions the
assignment of any portion of a Lease.



     (t) Chattel Paper. Each Lease constitutes either “tangible chattel paper” or
“electronic chattel paper” within the meaning of Section 9-102(a) of the UCC and there is only one
original authenticated copy of each.



     (u) Maturity of Leases. Each Lease has an original Scheduled Lease End Date of no
greater than 60 months from its Lease Date.



     (v) Peace of Mind. No Lease that is an Advance Payment Plan Lease has been identified
by the Servicer as qualifying for the benefits of its “Peace of Mind” program for Lessees who were
at least 62 years of age at Lease inception and who die during the term of the related Lease.



     (w) No Bankruptcy Proceeding. As of the Cutoff Date, the Servicer has not received
actual notice that the Lessee on any Lease is a debtor in a bankruptcy proceeding.



     (x) No Allocation to Other Specified Interest. No Lease or Leased Vehicle has been
allocated to any Specified Interest other than a Collateral Specified Interest.



     (y) Valid Security Interest. The Collateral Agent has a valid security interest in
the Collateral Leases and the Collateral Leased Vehicles and all proceeds thereof.



     (z) Information about Leases; Selection Procedures. The information on the schedule
of Collateral Leases and Collateral Leased Vehicles attached as Exhibit A is true and correct in
all material respects as of the Cutoff Date. No selection procedures believed to be adverse to the
2011-A Exchange Noteholder have been utilized in selecting the Leases and Leased Vehicles



4









 




included in the 2011-A Reference Pool from other leases and leased vehicles that meet the
criteria specified in this Section 3.3.




     (aa) Other Data. The numerical data relating to the characteristics of the Leases and
Leased Vehicles contained in Annex A of the Prospectus Supplement is true and correct in all
material respects.



     Section 3.4. Liability of the Servicer; Indemnities.



     (a) The Servicer will indemnify, defend and hold harmless each Titling Company, the Holders of
the Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the
Lender, the Indenture Trustee and the 2011-A Exchange Noteholder (each, with respect to this
Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing
Agreement as well as from and against any and all costs, expenses, losses, damages, claims and
liabilities, arising out of the Servicer’s willful misconduct, negligence or bad faith.



     (b) The Servicer will indemnify, defend and hold harmless the Issuer, the Collateral Agent,
the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their
respective officers, directors, employees and agents (each, with respect to this Section 3.4(b), an
“Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims
and liabilities arising out of, or incurred in connection with, the acceptance of or performance by
the Servicer of the trusts and duties contained in this Servicing Supplement, except to the extent
that such cost, expense, loss, damage, claim or liability: (i) is due to the willful misconduct,
negligence or bad faith of the Indemnified Person, (ii) in the case of the Owner Trustee, arises
from the Owner Trustee’s breach of any of its representations or warranties set forth in the Trust
Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach
of any of its representations and warranties set forth in the Indenture.



     (c) In addition to the Indemnified Parties included in the Servicing Agreement, the Servicer
will indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Parties”
pursuant to Sections 3.3(b), (c), and (d) of the Servicing Agreement.



     Section 3.5. Purchase Upon Breach.



     (a) Deposit of Administrative Reallocation Amount.




     (i) If a Responsible Person of the Servicer has actual knowledge, or receives notice
from the 2011-A Exchange Noteholder or the Indenture Trustee, of a breach of (A) a
representation or warranty set forth in Section 3.3 of this Servicing Supplement, (B) the
covenant set forth in Section 3.8(b) of the Servicing Agreement, (C) the covenant set forth
in Section 3.6 of this Servicing Supplement or (D) the covenant set forth in Section 6.7 of
the Servicing Agreement, in each case, that materially and adversely affects any Lease and
Leased Vehicle, the Servicer will deposit into the Exchange Note Collection Account an
amount equal to the Administrative Reallocation Amount with respect to each such Lease and
Leased Vehicle as of the last day of the second Collection Period following the Collection
Period in which the Servicer obtained actual knowledge, or was notified, of such breach (or,
at the Servicer’s option, the end of the first Collection Period following the



5









 







Collection Period in which the Servicer obtained actual knowledge, or was notified, of
such breach) unless, by such last day such breach has been cured in all material respects.




     (ii) The Servicer may deposit into the Exchange Note Collection Account an amount equal
to the Administrative Reallocation Amount with respect to any Lease and Leased Vehicle if
the Servicer determines, in its sole discretion, that, as a result of a computer systems
error or computer systems limitation or for any other reason, the Servicer is unable to
service such Lease and Leased Vehicle in accordance with the terms of the Servicing
Agreement or this Servicing Supplement. The Servicer will deposit into the Exchange Note
Collection Account an amount equal to the Administrative Reallocation Amount with respect to
any Lease (and with the related Leased Vehicle) that is an Advance Payment Plan Lease if the
Servicer determines that such Lease qualifies for the benefit of its “Peace of Mind”
program.




     (iii) So long as Ford Credit remains the Servicer, the Servicer will deposit into the
Exchange Note Collection Account an amount equal to the Administrative Reallocation Amount
with respect to any Lease and Leased Vehicle if the Servicer is notified that the Leased
Vehicle is no longer owned by a Titling Company.




     (iv) The Servicer will deposit the Administrative Reallocation Amount with respect to
any Lease and related Leased Vehicle that the Servicer is removing from the 2011-A Reference
Pool in accordance with this Section 3.5(a) into the Exchange Note Collection Account on the
Business Day preceding the Payment Date (or, with Rating Agency Confirmation, on the Payment
Date) related to the Collection Period during which such purchase occurs.



     (b) Reallocation Constitutes Sole Remedy for Breach. Except as provided in Section
3.3, the sole remedy of the Collateral Agent, the 2011-A Exchange Noteholder, the Indenture
Trustee, the holders of the Notes and any Purchaser Agent with respect to a breach of the
representations and warranties contained in Section 3.3 is as set forth in Section 3.5(a).



     (c) Reallocation of Purchased Leases and Leased Vehicles. Upon the deposit of the
Administrative Reallocation Amount for any Lease and Leased Vehicle pursuant to Section 3.5(a),
such Lease and Leased Vehicle will be reallocated to the Revolving Facility Pool at the direction
of the Servicer and will no longer be included in the 2011-A Reference Pool.



     Section 3.6. Collection of Payments. The Servicer may grant extensions, waivers,
rebates, modifications or adjustments with respect to any Collateral Lease, except that if, after
the Cutoff Date, the Servicer modifies the amount of the Base Payment due or the total number of
original scheduled due dates (including in connection with a Term Extension), in each case with
respect to any Lease, the Servicer will reallocate such Lease and the related Leased Vehicle to the
Revolving Facility Pool in accordance with Section 3.5 except, in either case, to the extent that
any such modification is required by law or court order.



     Section 3.7. Servicer May Own Exchange Note and Notes. The Servicer, and any
Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or
pledgee of the 2011-A Exchange Note and/or the Notes with the same rights as it would have if it
were not



6









 




the Servicer or an Affiliate thereof, except as otherwise provided in the Servicing Agreement,
this Servicing Supplement, the Credit and Security Agreement and the Indenture. Except as set
forth in the Servicing Agreement, this Servicing Supplement or in the other 2011-A Basic Documents,
Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate
benefit under the Servicing Agreement and this Servicing Supplement.




     Section 3.8. Fees and Expenses.



     (a) Reference Pool Servicing Fee.




     (i) The “Reference Pool Servicing Fee” will, with respect to a Collection
Period, be an amount equal to the sum of (A) the product of: (1) one-twelfth of 1.00%;
times (2) the Pool Balance as of the last day of the preceding Collection Period (or
the Cutoff Date for the first month) plus (B) the portion of the Reference Pool
Servicing Fee for the immediately preceding Collection Period, if any, that was not paid on
the related Payment Date.




     (ii) The Reference Pool Servicing Fee will be payable solely from, and the right of the
Servicer to receive the Reference Pool Servicing Fee will be limited in recourse to, the
Collections and other amounts applied to the payment of such fee pursuant to the Exchange
Note Supplement.



     (b) Investment Earnings. As provided in Section 4.2, the Servicer will be entitled to
receive investment earnings on funds on deposit in the Bank Accounts as additional compensation for
the performance of its duties under this Servicing Supplement, and losses, if any, and investment
expenses resulting from the investment of funds on deposit in the Bank Accounts will be charged to
the Servicer.



     (c) Additional Amounts. As additional compensation for the performance of its duties
under the Servicing Agreement and this Servicing Supplement and as reimbursement for expenses
incurred in connection with such performance, the Servicer will be entitled to retain for its own
account all Additional Amounts (or to withdraw and retain any Additional Amounts that nevertheless
have been deposited into the Exchange Note Collection Account). All Additional Amounts are the
property of the Servicer.



     Section 3.9. Termination. This Servicing Supplement will be terminated in the event
that the Servicing Agreement is terminated in accordance therewith and may also be terminated at
the option of the Servicer or the Holding Companies at any time following the payment in full of
the 2011-A Exchange Note; provided, that the rights and obligations of the parties to this
Servicing Supplement under Section 3.4 will survive any such termination.



7









 





ARTICLE IV

ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS




     Section 4.1. Bank Accounts



     (a) Establishment of Bank Accounts. On or before the Exchange Note Issuance Date, the
Servicer will establish four segregated trust accounts, each in the name of the Indenture Trustee
at a Qualified Institution or a Qualified Trust Institution, to be designated as:




     (i) “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford
Credit Auto Lease Trust 2011-A “ that will be designated as the “Exchange Note
Collection Account;”




     (ii) “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford
Credit Auto Lease Trust 2011-A “ that will be designated as the “Collection
Account;”




     (iii) “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford
Credit Auto Lease Trust 2011-A “ that will be designated as the “Principal Payment
Account;” and




     (iv) “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford
Credit Auto Lease Trust 2011-A “ that will be designated as the “Reserve Account.”



     The Exchange Note Collection Account, Collection Account, the Principal Payment Account, the
Reserve Account, are referred to together as the“Bank Accounts.”



     Initially, the Exchange Note Collection Account will be account number 879677, the Collection
Account will be account number 879678, the Principal Payment Account will be account number 879679
and the Reserve Account will be account number 879680 and each such account will include any
successor or replacement accounts thereto.



     (b) Control of the Bank Accounts. Each of the Bank Accounts with respect to the
2011-A Reference Pool will be under the sole dominion and control of the Indenture Trustee, as
secured party for the benefit of the 2011-A Secured Parties, so long as the Bank Accounts remain
subject to the Lien of the Indenture; provided, that, (i) following the payment in full of
the Notes and the release of the Bank Accounts from the Lien of the Indenture, the Exchange Note
Collection Account will be under the sole dominion and control of the Collateral Agent and (ii)
following the payment in full of the 2011-A Exchange Note, the Exchange Note Collection Account
will be under the sole dominion and control of the Borrowers. However, the Servicer may make
deposits to or request the Indenture Trustee (or, after the Note Balance of the Notes has been
reduced to zero, the Collateral Agent, and following the payment in full of the 2011-A Exchange
Note, the Borrowers) to make deposits to or withdrawals from the Exchange Note Collection Account
in accordance with the Exchange Note Supplement, the Credit and Security Agreement, the Servicing
Agreement and this Servicing Supplement. All monies deposited in the Exchange Note Collection
Account pursuant to the Exchange Note Supplement, the Credit and Security Agreement, the Servicing
Agreement or this Servicing Supplement will be held (i) until the Note Balance of the Notes has
been reduced to zero and the Bank Accounts have been released from the



8









 




Lien under the Indenture, by the Indenture Trustee, (ii) until the payment in full of the
2011-A Exchange Note, by the Collateral Agent and (iii) following the payment in full of the 2011-A
Exchange Note, by or on behalf of the Borrowers, and in each case will be applied only upon the
terms and conditions of the 2011-A Basic Documents, as applicable. The authority of the Servicer
to make deposits to the Bank Accounts is revocable at any time (i) by the Indenture Trustee until
the Note Balance of the Notes has been reduced to zero, (ii) then, by the Collateral Agent until
the payment in full of the 2011-A Exchange Note, and (iii) thereafter by the Borrowers.




     (c) Reserve Initial Deposit. On the 2011-A Closing Date, the Depositor will deposit,
or cause to be deposited, the Reserve Initial Deposit into the Reserve Account from the net
proceeds of the sale of the Class A Notes.



     (d) Agreement with Depository Institution. The Bank Accounts will only be established
at a Qualified Institution or Qualified Trust Institution that complies with the requirements set
forth in Section 5.2(d) of the Servicing Agreement.



     Section 4.2. Remittance.



     (a) If Ford Credit’s short term unsecured debt is rated at least “P-1” by Moody’s and “A-1” by
Fitch (this rating requirement, the “Monthly Remittance Required Ratings”), Ford Credit may
remit 2011-A Collections on the Business Day preceding each Payment Date, or with satisfaction of
the Rating Agency Condition, on each Payment Date.



     (b) If Ford Credit’s short term unsecured debt is not rated at least equal to the Monthly
Remittance Required Ratings or a Servicer Event of Default occurs, the Servicer will remit to the
Exchange Note Collection Account:




     (i) on the Exchange Note Issuance Date, an amount equal to the sum of (A) the Cutoff
Date Payahead Amount and (B) all Active Lease Proceeds, Terminating Lease Proceeds and
Closed Lease Proceeds (in each case excluding Recoveries) that are Posted during the period
from and including the Cutoff Date to and including the second Business Day preceding the
2011-A Closing Date;




     (ii) following the Exchange Note Issuance Date, an amount equal to all Active Lease
Proceeds, Terminating Lease Proceeds and Closed Lease Proceeds (in each case excluding
Recoveries) within 2 Business Days after the Posting Date for such amounts (including any
such amounts Posted on the Business Day preceding the Exchange Note Issuance Date and on the
Exchange Note Issuance Date); and




     (iii) Administrative Reallocation Amounts, Active Lease Advances, Payment Extension
Fees and Recoveries with respect to any Collection Period no later than the Business Day
preceding the following Payment Date or, with Rating Agency Confirmation, the following
Payment Date.



     (c) Pending deposit into the Exchange Note Collection Account, the Servicer is not required to
segregate 2011-A Collections or Payaheads from its own funds.



9









 





     (d) So long as Ford Credit remains the Servicer, Ford Credit, as Servicer, may make the
remittances required by Section 4.2(a) net of:




     (i) Reference Pool Servicing Fees to be distributed pursuant to Section 3.8(a) to the
Servicer with respect to such Collection Period; and




     (ii) Advance Reimbursement Amounts that the Servicer is permitted to retain pursuant to
Section 4.3(b).



     Section 4.3. Advances.



     (a) Advances by the Servicer. The Servicer will make an advance for each Active Lease
other than an Advance Payment Plan Lease and each Collection Period if, for such Lease and such
Collection Period, the scheduled Base Payment exceeds the sum of (A) Active Lease Proceeds (which
may be positive or negative) plus (B) the Payahead Draw, by depositing the amount of such
excess (equal to the Active Lease Advance) into the Exchange Note Collection Account on the
Business Day preceding the Payment Date immediately following such Collection Period or, with
Rating Agency Confirmation, on such Payment Date. However, the Servicer will be required to make
Active Lease Advances only to the extent that the Servicer, in its sole discretion, determines that
such advances will be recoverable from subsequent 2011-A Collections (whether relating to such
Lease and Leased Vehicle or any other Lease or Leased Vehicle) in the manner described in Section
4.3(b).



     (b) Reimbursement for Outstanding Advances. During each Collection Period, the
Servicer will be reimbursed for any outstanding Advance Balance with respect to a Lease for the
preceding Collection Period (or, with respect to the first Collection Period, as of the Cutoff
Date) by retaining the following amounts in the following order of priority (the amount so due with
respect to any Lease and any Collection Period, the “Advance Reimbursement Amount”):




     (i) first, if such Lease is an Active Lease during such Collection Period, an
amount equal to the lesser of (A) the sum of (1) Active Lease Proceeds, plus (2) the
Administrative Reallocation Amount (if any), minus (3) the scheduled Base Payment,
in each case with respect to such Lease and such Collection Period and (B) such Advance
Balance;




     (ii) second, if such Lease is a Terminating Lease or a Closed Lease during such
Collection Period, an amount equal to the lesser of (A) the sum of (1) the Terminating Lease
Proceeds, plus (2) the Closed Lease Proceeds, plus (3) the Administrative
Reallocation Amount (if any), in each case with respect to such Lease and such Collection
Period and (B) such Advance Balance; and




     (iii) third, on and after the Collection Period that includes the Closed Date
with respect to such Lease, an amount equal to the lesser of:




	 	(A)	 	the sum of all Active Lease Proceeds, Terminating Lease
Proceeds, Closed Lease Proceeds and Administrative Reallocation Amounts (in
each case not relating to such Lease) for such Collection Period; and




10









 






	 	(B)	 	the excess, if any, of (1) such Advance Balance over
(2) the amount retained by the Servicer pursuant to Section 4.3(b)(ii) for
the current Collection Period.





     The Servicer may instruct the Indenture Trustee, for so long as the Notes are Outstanding, and
thereafter, the Collateral Agent, to withdraw from the Exchange Note Collection Account and pay to
the Servicer any amounts that the Servicer is entitled to retain pursuant to this Section 4.3(b) to
the extent such amounts have been deposited in the Exchange Note Collection Account. The Indenture
Trustee or the Collateral Agent, as applicable, may, but is not required to, request from the
Servicer reasonable documentation (which may be provided by reference to the Servicer’s books and
records) in connection with any such withdrawal instruction.



     Section 4.4. Repayment of Advances. If a successor Servicer is appointed pursuant to
the Servicing Agreement, the predecessor Servicer will be entitled to receive reimbursement for the
Advance Balances outstanding on the date of termination of such predecessor Servicer in the manner
specified in Section 4.3(b). Any Advance Reimbursement Amount for any Lease will be applied (a)
first to the Advance Balances outstanding on the date of termination of such predecessor Servicer
and (b) second, to the remaining portion, if any, of the Advance Balances.



     Section 4.5. Trust Distribution Account. The Depositor may cause the Owner Trustee to
establish and maintain a segregated trust account in the name “U.S. Bank Trust National Association
as Owner Trustee,” that is designated as the “Trust Distribution Account” and will promptly
notify the Owner Trustee and the Indenture Trustee after the establishment of the Trust
Distribution Account. The Trust Distribution Account will be under the sole dominion and control
of the Owner Trustee, except that the Indenture Trustee may make deposits to the Trust Distribution
Account in accordance with the 2011-A Basic Documents. All deposits to and withdrawals from the
Trust Distribution Account will be made in accordance with the Indenture and the Trust Agreement.



ARTICLE V

TERMINATION




     Section 5.1. Clean-Up Call.



     (a) On the last day of any Collection Period as of which the Note Balance is equal to or less
than 5% of the initial aggregate Note Balance, the Servicer has the option to purchase the 2011-A
Exchange Note in whole but not in part. To exercise such option, the Servicer will (i) notify the
Collateral Agent, the Borrowers, the Owner Trustee, the Administrative Agent, the Indenture Trustee
and the Rating Agencies of such election not later than 10 days prior to the Exchange Note Purchase
Date and (ii) irrevocably deposit, by 10:00 a.m. (New York City time) on the Exchange Note Purchase
Date, in the Exchange Note Collection Account an amount equal to the Exchange Note Purchase Price,
which amount will be applied on such Payment Date in accordance with Section 8.2 of the Indenture
and will under all circumstances be sufficient to pay the Note Redemption Price on the Notes.



11









 





     (b) The Servicer will purchase the 2011-A Exchange Note following notice of purchase as
required by Section 5.1(a) on the Exchange Note Purchase Date for the Exchange Note Purchase Price.



     (c) For so long as the Servicer and the Lender under the Credit and Security Agreement are the
same entity, upon purchase of the 2011-A Exchange Note by the Servicer pursuant to Section 5.1(a),
the Servicer may, by notice to the Borrowers, the Lender, the Collateral Agent and the
Administrative Agent, request that the 2011-A Exchange Note be cancelled and the Leases and related
Leased Vehicles be reallocated to the Revolving Facility Pool.



ARTICLE VI

REPORTS AND NOTICES




     Section 6.1. Monthly Investor Reports. At least two Business Days before each Payment
Date, the Servicer will deliver to the Owner Trustee, the Indenture Trustee, the Depositor and, if
requested, the Rating Agencies, a servicing report substantially in the form of Exhibit B covering
2011-A Collections and the 2011-A Reference Pool for the Collection Period preceding such Payment
Date and the payments due on such Payment Date with respect to the 2011-A Exchange Note and the
Notes, (the “Monthly Investor Report”). A Responsible Person of the Servicer will certify
as to the accuracy of the information in the Monthly Investor Report.



     Section 6.2. Notices and Certificates Received by or Delivered by the Servicer Under the
Servicing Agreement. Any notice or certificate received by the Servicer or delivered by the
Servicer under the Servicing Agreement will be forwarded by the Servicer to the Owner Trustee and
the Indenture Trustee within 5 Business Days of delivery or receipt thereof by the Servicer.



     Section 6.3. Annual Statement as to Compliance. To the extent required by Regulation
AB, the Servicer will deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each
Rating Agency within 90 days after the end of each calendar year beginning with the year after the
2011-A Closing Date, an Officer’s Certificate, dated as of December 31 of the preceding calendar
year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the
Servicer’s activities during the preceding calendar year (or, in the case of the first certificate,
the portion of the preceding calendar year since the 2011-A Closing Date) and of its performance
under this Agreement has been made under such Responsible Person’s supervision and (ii) to such
Responsible Person’s knowledge, based on such review, the Servicer has fulfilled in all material
respects all of its obligations under this Agreement throughout such calendar year (or applicable
portion of such calendar year), or, if there has been a failure to fulfill any such obligation in
any material respect, specifically identifying each such failure known to such Responsible Person
and the nature and status of such failure. If the Issuer is not required to file periodic reports
under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the
Servicer as to compliance, the Servicer may deliver such Officer’s Certificate on or before April
30 of each calendar year. A copy of the Officer’s Certificate referred to in this Section 3.4(b)
may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing
to the Indenture Trustee at its Corporate Trust Office.



12









 





     Section 6.4. Compliance with Obligations under Sarbanes-Oxley Act. If directed by the
Indenture Administrator, the Servicer will prepare, execute and deliver all certificates or other
documents required to be delivered by the Issuer pursuant to the Sarbanes-Oxley Act of 2002.



     Section 6.5. Report on Assessment of Compliance with Servicing Criteria and
Attestation. The Servicer will:




     (i) deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each Rating
Agency, a report, dated as of December 31 of the preceding calendar year, on its assessment
of compliance with the minimum servicing criteria during the preceding calendar year,
including disclosure of any identified material instance of non-compliance identified by the
Servicer, as specified by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB under the Securities Act; and




     (ii) cause a firm of registered public accountants that is qualified and independent
within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver an
attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the
Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance
with servicing criteria with respect to the prior calendar year. Such attestation report
will be addressed to the board of directors of the Servicer and the Servicer will deliver
copies to the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee. Such
attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. The firm may render other services to the
Servicer, the Depositor or Ford Credit, but the firm must indicate in each attestation
report that it is qualified and independent within the meaning of Rule 2-01 of Regulation
S-X under the Securities Act.



     The reports referred to in this Section 6.5 will be delivered within 90 days after the end of
each calendar year unless the Issuer is not required to file periodic reports under the Exchange
Act or any other law, in which case the reports may be delivered on or before April 30 of each
calendar year, beginning in the year after the 2011-A Closing Date. A copy of the reports referred
to in this Section 6.5 may be obtained by any Noteholder or Person certifying it is a Note Owner by
a request in writing to the Indenture Trustee at its Corporate Trust Office.



ARTICLE VII

MISCELLANEOUS




     Section 7.1. Amendments.



     (a) This Servicing Supplement may be amended in accordance with Section 10.1 of the Servicing
Agreement; provided, however, that the Indenture Trustee will provide or withhold
consent with respect to any proposed amendment to this Servicing Supplement or the Servicing
Agreement that materially affects the rights or obligations of the Servicer with respect to the
Collateral Specified Interests and the 2011-A Reference Pool, only as directed by the Noteholders
of Notes evidencing not less than a majority of the Note Balance of the Controlling Class.



13









 





     (b) Promptly upon the execution of any such amendment, (i) the Servicer will send a copy of
such amendment to the Indenture Trustee and each of the Rating Agencies and (ii) the Indenture
Trustee will notify each holder of a Note of the substance of such amendment.



     Section 7.2. Third-Party Beneficiaries of the Servicing Agreement and this Servicing
Supplement. The Servicing Agreement and this Servicing Supplement will inure to the benefit of
and be binding upon the parties to this Servicing Supplement and their assigns (including the
Holders of the Collateral Specified Interest Certificates as assignees of the Holding Companies) as
well as any 2011-A Exchange Noteholder, the Owner Trustee and the Indenture Trustee.



     Section 7.3. No Petition. Each party to this Servicing Supplement covenants that for
a period of one year and one day (or, if longer, any applicable preference period) after payment in
full of the Notes, all Exchange Notes, and all distributions to all Holders of Certificates and all
holders of any other Securities (as defined in the related Titling Company Agreement) the payments
on which are derived in any material part from amounts received with respect to any Titling Company
Assets (as defined in the applicable Titling Company Agreements), it will not institute against, or
join any Person in instituting against, the Issuer, the Depositor, any Holding Company, any Titling
Company, or the Holders of the Collateral Specified Interest Certificates any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the 2011-A Exchange Note, the Notes, this Servicing Supplement 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 7.4. GOVERNING LAW. THIS SERVICING SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATION LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.



     Section 7.5. SUBMISSION TO JURISDICTION. Each party to this Servicing Supplement
submits to the nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State Court sitting in New York, New York for purposes of
all legal proceedings arising out of or relating to this Servicing Supplement or the transactions
contemplated by this Servicing Supplement or by the other 2011-A Basic Documents. Each party to
this Servicing Supplement irrevocably waives, to the fullest extent it may do so, any objection
that it may now or hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.



     Section 7.6. WAIVER OF JURY TRIAL. EACH PARTY TO THIS SERVICING SUPPLEMENT
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 SERVICING SUPPLEMENT, THE
INDENTURE OR ANY OTHER 2011-A BASIC DOCUMENT OR THE



14









 




TRANSACTIONS CONTEMPLATED BY THIS SERVICING SUPPLEMENT, THE INDENTURE OR ANY SUCH OTHER 2011-A
BASIC DOCUMENT.




     Section 7.7. Severability. If any one or more of the covenants, agreements,
provisions or terms of this Servicing Supplement is held invalid, illegal or unenforceable, then
such covenants, agreements, provisions or terms will be deemed severable from the remaining
covenants, agreements, provisions or terms of this Servicing Supplement and will in no way affect
the validity, legality or enforceability of the other provisions of this Servicing Supplement.



     Section 7.8. Counterparts. This Servicing Supplement may be executed in any number of
counterparts, each of which will be an original, and all of which will together constitute one and
the same instrument.



     Section 7.9. Headings. The various headings in this Servicing Supplement are included
for convenience only and will not affect the meaning or interpretation of any provision of this
Servicing Supplement.



     Section 7.10. Conflict with Servicing Agreement. In the event of any conflict between
this Servicing Supplement (or any portion thereof) and the Servicing Agreement, the terms of this
Servicing Supplement will prevail.



     Section 7.11. List of Responsible Persons. The Servicer may from time to time
designate the individuals who are authorized to act as a “Responsible Person” with respect to the
Servicer pursuant to an Officer’s Certificate distributed to the Owner Trustee, the Indenture
Trustee, the Titling Companies, the Titling Company Administrator, the Holding Companies and the
Depositor.



[Remainder of Page Intentionally Left Blank]





15









 








EXECUTED BY:




	 	 	 	 	 
	 	FORD MOTOR CREDIT COMPANY LLC,

     as Servicer with respect to the Collateral Specified

     Interests and the 2011-A Reference Pool and as 

     Lender

 	 
	 	By:  	/s/
Scott D. Krohn 	 
	 	 	Name:  	Scott D. Krohn 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	CAB EAST HOLDINGS, LLC,

     acting with respect to its Series of limited liability

     company interests designated as the “Collateral

     Series,” as Holder of a Collateral Specified Interest

     Certificate

 	 
	 	By:  	/s/
Scott D. Krohn 	 
	 	 	Name:  	Scott D. Krohn 	 
	 	 	Title:  	President and Assistant Treasurer 	 
	 
	 	CAB WEST HOLDINGS CORPORATION,

     acting with respect to its Series of limited liability

     company interests designated as the “Collateral

     Series,” as Holder of a Collateral Specified Interest

     Certificate

 	 
	 	By:  	/s/
Marlene M. Martel 	 
	 	 	Name:  	Marlene M. Martel 	 
	 	 	Title:  	Assistant Secretary 	 
	 



[Signature Page to the Servicing Supplement]





 









 





	 	 	 	 	 
	 	FCALM HOLDINGS CORPORATION,

     acting with respect to its Series of limited liability

     company interests designated as the “Collateral

     Series,” as Holder of a Collateral Specified Interest

     Certificate

 	 
	 	By:  	/s/
Marlene M. Martel 	 
	 	 	Name:  	Marlene M. Martel 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	HTD LEASING LLC,

     as Collateral Agent

 	 
	 	By:  	/s/
Melissa A. Rosal 	 
	 	 	Name:  	Melissa A. Rosal 	 
	 	 	Title:  	Vice President 	 
	 



AGREED AND ACCEPTED BY:




U.S. BANK NATIONAL ASSOCIATION,

     as Titling Company Registrar with

     Respect to each of the Titling Companies,

     on behalf of the Titling Companies




	 	 	 

	By:
	 	/s/ Melissa A. Rosal 
	 

	 	 
	 

	 	Name:   Melissa A. Rosal
	 

	 	Title:     Vice President






[Signature Page to the Servicing Supplement]




 









 





AGREED AND ACCEPTED FOR

     PURPOSES OF SECTION 7.1(a) BY:




FORD CREDIT AUTO LEASE TRUST 2011-A




	 	 	 

	By:
	 	U.S. Bank Trust National Association,

not in its individual capacity but solely as

Owner Trustee of Ford Credit Auto Lease

Trust 2011-A
	 
	 	 
	By:
	 	/s/ Annette Morgan 
	 

	 	 
	 

	 	Name:   Annette Morgan

	 

	 	Title:     Assistant Vice President







THE BANK OF NEW YORK MELLON,

     not in its individual capacity but solely as

     Indenture Trustee




	 	 	 

	By:
	 	/s/ Esther D. Antoine 
	 

	 	 
	 

	 	Name:   Esther D. Antoine
	 

	 	Title:     Senior Associate






[Signature Page to the Servicing Supplement]




 









 





Exhibit A




Schedule of Collateral Leases and Collateral Leased Vehicles in 2011-A Reference Pool




(On File with Collateral Agent)



EA-1









 





Exhibit B




Form Of Monthly Investor Report





EB-1