8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 1, 2015

Ford Credit Auto Lease Two LLC	0001519881
(Exact Name of Registrant as Specified in its Charter)	CIK
CAB East LLC	0001519883
(Exact Name of Registrant as Specified in its Charter)	CIK
CAB West LLC	0001519884
(Exact Name of Registrant as Specified in its Charter)	CIK

Delaware

(State or Other Jurisdiction of Incorporation)

333-173928, 333-196801 333-173928-01, 333-196801-01 333-173928-02, 333-196801-02	13-4347114 38-6370462 38-3670460
(Commission File Numbers)	(IRS Employer Identification No.)
c/o Ford Credit SPE Management Office c/o Ford Motor Company World Headquarters, Suite 802-A3 One American Road Dearborn, Michigan	48126
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  313-594-3495

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

This Current Report on Form 8-K is being filed to disclose the amendment of certain definitive agreements that were filed with, or incorporated into, the Registration Statements of the Registrants and are material to the asset-backed securities transactions contemplated by those Registration Statements.

On December 1, 2015, the Second Amended and Restated Credit and Security Agreement, the Second Amended and Restated Servicing Agreement and the Second Amended and Restated Administration Agreement listed Item 9.01(d) below were entered into by the parties described in Item 9.01(d).  The amendments were completed in connection with the overall revision of the transaction documents for these asset-backed securities transactions undertaken by the Registrants to incorporate the new transactional requirements under Regulation AB.  The amendments update and modernize the agreements, make conforming revisions to other documents revised as a result of Regulation AB and make the agreements simpler and easier to read and understand.  The amendments are not expected to have a material adverse effect on any Exchange Noteholders or any Noteholders (each as defined in the Registration Statements), and were completed according to the amendment provisions of each applicable agreement.

Item 1.02Termination of a Material Definitive Agreement.

This Current Report on Form 8-K is being filed to disclose the termination of a definitive agreement that was filed with, or incorporated into, the Registration Statements of the Registrants and is material to the asset-backed securities transactions contemplated by those Registration Statements.

On December 1, 2015, the Termination of Intercreditor Agreement listed Item 9.01(d) below was entered into by the parties described in Item 9.01(d) and the Intercreditor Agreement was terminated.  The agreement was terminated because the original interest holders named in the agreement have been paid in full, and the remaining interest holders are all subject to substantially similar intercreditor and subordination provisions in the Second Amended and Restated Credit and Security Agreement and other relevant transaction documents.

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits:

Exhibit No.	Description
Exhibit 4.1	Second Amended and Restated Credit and Security Agreement among CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer

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	(including form of Exchange Note).
Exhibit 10.1	Second Amended and Restated Servicing Agreement among the Ford Motor Credit Company LLC, as Servicer and as Lender, CAB East LLC, CAB West LLC and HTD Leasing LLC, as Collateral Agent.
Exhibit 10.2	Second Amended and Restated Administration Agreement among HTD Leasing LLC, as Collateral Agent, Ford Motor Credit Company LLC, as Collateral Agent Administrator, and U.S. Bank National Association, as Administrative Agent.
Exhibit 10.3	Termination of Intercreditor Agreement among Ford Motor Credit Company LLC, as Titling Company Administrator, CAB East LLC, CAB West LLC, CAB East Holdings, LLC, CAB West Holdings, LLC, U.S. Bank National Association, as Titling Company Trustee/Registrar, and each issuer and indenture trustee joined to the Intercreditor Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

FORD CREDIT AUTO LEASE TWO LLC
By:	/s/ Susan J. Thomas
Name:	Susan J. Thomas
Title:	Secretary
CAB EAST LLC
By:	/s/ Susan J. Thomas
Name:	Susan J. Thomas
Title:	Secretary
CAB WEST LLC
By:	/s/ Susan J. Thomas
Name:	Susan J. Thomas
Title:	Secretary

Dated: December 4, 2015

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	Second Amended and Restated Credit and Security Agreement among CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer (including form of Exchange Note).
Exhibit 10.1	Second Amended and Restated Servicing Agreement among the Ford Motor Credit Company LLC, as Servicer and as Lender, CAB East LLC, CAB West LLC and HTD Leasing LLC, as Collateral Agent.
Exhibit 10.2	Second Amended and Restated Administration Agreement among HTD Leasing LLC, as Collateral Agent, Ford Motor Credit Company LLC, as Collateral Agent Administrator, and U.S. Bank National Association, as Administrative Agent.
Exhibit 10.3	Termination of Intercreditor Agreement among Ford Motor Credit Company LLC, as Titling Company Administrator, CAB East LLC, CAB West LLC, CAB East Holdings, LLC, CAB West Holdings, LLC, U.S. Bank National Association, as Titling Company Trustee/Registrar, and each issuer and indenture trustee joined to the Intercreditor Agreement.

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EX-4.1

Exhibit 4.1

Execution Version

SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

among

CAB EAST LLC and
CAB WEST LLC,
as Borrowers,

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent,

HTD LEASING LLC,
as Collateral Agent,

and

FORD MOTOR CREDIT COMPANY LLC,
as Lender and as Servicer

Dated as of July 22, 2005
as amended and restated as of December 1, 2015

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS; AMENDMENT AND RESTATEMENT		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
Section 1.3.	Removal of FCALM, LLC as a Borrower	2
ARTICLE II REVOLVING FACILITY		2
Section 2.1.	Revolving Facility Advances	2
Section 2.2.	Recording of Revolving Facility Balance	2
Section 2.3.	Optional Termination of Revolving Period	3
Section 2.4.	Extension of Facility Termination Date	3
Section 2.5.	Facility Amount Increases and Decreases	3
Section 2.6.	Rate Increases and Decreases	3
Section 2.7.	Payments on Revolving Facility	3
Section 2.8.	Appointment of Borrower’s Agent	4
ARTICLE III APPOINTMENT OF COLLATERAL AGENT; GRANT OF SECURITY		4
Section 3.1.	Appointment of Collateral Agent	4
Section 3.2.	Grant of Security	4
Section 3.3.	Release of Borrower Collateral	5
ARTICLE IV EXCHANGE NOTES		6
Section 4.1.	Exchange Notes	6
Section 4.2.	Issuance of Exchange Notes	6
Section 4.3.	Exchange Note Register	8
Section 4.4.	Registration of Transfer	8
Section 4.5.	Mutilated, Destroyed, Lost or Stolen Exchange Notes	10
Section 4.6.	Persons Deemed Owners	11
Section 4.7.	Payments on Exchange Notes	11
Section 4.8.	Cancellation of Exchange Notes	12
Section 4.9.	Acceptance of Agreement by Exchange Noteholders	12
ARTICLE V BORROWER’S COVENANTS, REPRESENTATIONS AND WARRANTIES		12
Section 5.1.	Payment of Principal and Interest	12
Section 5.2.	Maintenance of Office or Agency	12
Section 5.3.	Existence; Licenses	13
Section 5.4.	Protection of Borrower Collateral	13
Section 5.5.	Performance of Obligations	14
Section 5.6.	Negative Covenants	14
Section 5.7.	Opinions on Borrower Collateral	15
Section 5.8.	Merger and Consolidation; Transfer of Assets	15
Section 5.9.	Successor or Transferee	16
Section 5.10.	No Other Activities	16
Section 5.11.	Further Acts and Documents	16
Section 5.12.	Restricted Payments	16
Section 5.13.	Notice of Defaults	16

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Section 5.14.	Review of Borrowers’ Records	16
Section 5.15.	Insurance Policies	17
Section 5.16.	Borrower’s Authorized and Responsible Persons	17
Section 5.17.	Borrowers’ Representations and Warranties	17
Section 5.18.	Borrowers’ Representations and Warranties about Security Interest	18
ARTICLE VI EVENTS OF DEFAULT; REMEDIES		19
Section 6.1.	Facility Events of Default	19
Section 6.2.	Acceleration of Revolving Facility; Rescission	20
Section 6.3.	Revolving Facility Remedies	20
Section 6.4.	Exchange Note Events of Default	21
Section 6.5.	Acceleration of Exchange Note; Rescission	22
Section 6.6.	Exchange Note Remedies	22
Section 6.7.	Rights and Remedies Cumulative	23
Section 6.8.	Delay or Omission Not a Waiver	23
Section 6.9.	Waiver of Defaults	23
ARTICLE VII CREDITORS’ RELATIONS		24
Section 7.1.	Allocation of Collections	24
Section 7.2.	Distribution of Collections on Revolving Facility Pool	24
Section 7.3.	Distribution of Collections on Reference Pools	25
Section 7.4.	Distribution of Collections Following Facility Event of Default	25
Section 7.5.	Priorities Following Liquidation	26
ARTICLE VIII COLLATERAL AGENT; ADMINISTRATIVE AGENT		26
Section 8.1.	Obligations of Collateral Agent	26
Section 8.2.	Administrative Agent’s Obligations	27
Section 8.3.	Administrative Agent’s Rights	29
Section 8.4.	Administrative Agent’s Individual Rights	30
Section 8.5.	Administrative Agent’s Disclaimer	30
Section 8.6.	Compensation and Indemnity	30
Section 8.7.	Resignation or Removal of Administrative Agent	31
Section 8.8.	Merger or Consolidation; Transfer of Assets	32
Section 8.9.	Eligibility	32
Section 8.10.	Review of Records	32
Section 8.11.	Collateral Agent’s Representations and Warranties	33
Section 8.12.	Administrative Agent’s Representations and Warranties	34
Section 8.13.	Dissolution of Collateral Agent	34
ARTICLE IX OTHER AGREEMENTS		35
Section 9.1.	Compliance Certificates and Opinions	35
Section 9.2.	No Petition	35
Section 9.3.	Borrowers’ Obligation Only	35
Section 9.4.	Limited Recourse; Subordination of Claims	35
Section 9.5.	Obligations of Collateral Agent and Administrative Agent	36
ARTICLE X MISCELLANEOUS		37
Section 10.1.	Amendments	37
Section 10.2.	Benefit of Agreement	38

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Section 10.3.	Notices	38
Section 10.4.	GOVERNING LAW	39
Section 10.5.	Submission to Jurisdiction	39
Section 10.6.	WAIVER OF JURY TRIAL	39
Section 10.7.	No Waiver; Remedies	39
Section 10.8.	Severability	39
Section 10.9.	Headings	39
Section 10.10.	Counterparts	40

Schedule A		—		Notice Addresses	SA-1
Schedule B		—		Amended and Restated Terms	SB-1
Appendix A		—		Usage and Definitions	AA-1
Exhibit A	—		Form of Exchange Note		EA-1
Exhibit B	—		Form of Transferee Representation Letter		EB-1

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This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (this “Agreement”), is among CAB EAST LLC, a Delaware limited liability company, and CAB WEST LLC, a Delaware limited liability company, as Borrowers, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Lender and as Servicer, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent and not in its individual capacity, and HTD LEASING LLC, a Delaware limited liability company, as Collateral Agent.

BACKGROUND

CAB East Holdings, LLC is the sole Member of and the holder of the Collateral Specified Interest in CAB East, which represents the entire limited liability company interest in certain motor vehicle eases and leased vehicles acquired by CAB East.  CAB West Holdings, LLC is the sole Member of and the holder of the Collateral Specified Interest in CAB West, which represents the entire limited liability company interest in certain motor vehicle leases and leased vehicles acquired by CAB West.

The Borrowers, FCALM, LLC, as a borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent entered into the Credit and Security Agreement, dated as of July 22, 2005, as amended and restated on December 1, 2006 (the “Existing Agreement”), to establish a revolving credit facility and other arrangements to finance the purchase by each Borrower of motor vehicle leases and leased vehicles to be allocated to the related Collateral Specified Interest.

The parties to this Agreement intend to amend and restate the Existing Agreement to, among other things, remove FCALM, LLC as a borrower, all on the terms and conditions in this Agreement.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS;
AMENDMENT AND RESTATEMENT

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Agreement or in Appendix 1 to any Exchange Note Supplement delivered under this Agreement are defined in Appendix A.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.Amendment and Restatement.

(a)Effectiveness of Amendments.  This Agreement amends and restates in full the Existing Agreement.  The parties confirm that all prior actions under the Existing Agreement are effective on the date taken as if taken under this Agreement and this Agreement is not intended to result in the duplication of any prior action of any party.  However, if any amendment to the Existing Agreement in this Agreement (i) would reasonably be expected to have a material adverse effect on the interest of the holder of any Exchange Note issued before the date of this

Agreement or (ii) would not otherwise be permitted, in either case, as determined by a court of competent jurisdiction, then that amendment will not be effective for that Exchange Note and the corresponding term of the Existing Agreement will continue to govern for that Exchange Note.

(b)Amended and Restated Terms.  For an Exchange Note issued before the date of this Agreement, certain capitalized terms defined in the Existing Agreement and certain terms of the Existing Agreement that are used in or referred to in the related Exchange Note Supplement and Servicing Supplement have been amended and restated by this Agreement.  Schedule B includes cross-references between certain terms and Sections in the Existing Agreement and terms and Sections in this Agreement.  Any omission of a term or Section reference from Schedule B that has been amended by this Agreement will not in any way affect the validity of that amendment or the effect of this Section 1.2 for that term or Section.

(c)Removal of this Section on Payment in Full.  On the payment in full of all Exchange Notes issued before the date of this Agreement, this Section 1.2 and Schedule B will be deemed to be removed from this Agreement without further action by the parties.

Section 1.3.Removal of FCALM, LLC as a Borrower.  The Borrowers, the Lender, the Servicer and FCALM, LLC certify that, as of the date of this Agreement, (a) none of the Leases or Leased Vehicles included in the Revolving Facility Pool or any Reference Pool are owned by FCALM, LLC, (b) none of the Borrower Collateral pledged to the Collateral Agent under this Agreement is the property of FCALM, LLC and (c) no amounts remain due or payable by FCALM, LLC under the Revolving Facility, any Exchange Note or the Existing Agreement.  By their execution of this Agreement, the parties agree that FCALM, LLC is removed as a party to this Agreement and any Exchange Note Supplement and will no longer have any rights or obligations as a borrower under this Agreement or any Exchange Note Supplement.

ARTICLE II
REVOLVING FACILITY

Section 2.1.Revolving Facility Advances.

(a)Advances.  On any Business Day during the Revolving Period, the Lender will make advances (“Advances”) to the Borrowers on a revolving basis on the terms and conditions in this Agreement.  No Advance will be made to the extent that, after the Advance, the Revolving Facility Balance would exceed either the Facility Amount or the Borrowing Base.

(b)Use of Proceeds.  The proceeds of each Advance will be used by the Borrowers to purchase one or more Leases and related Leased Vehicles, which must be allocated to the Collateral Specified Interest of the applicable Borrower.

(c)Payment of Advances.  The Lender will make available to the Borrowers each Advance by payment or deposit of the Advance at the direction of the Servicer (which may include payment directly to the Dealer originating the Lease and Leased Vehicle purchased with the Advance).

Section 2.2.Recording of Revolving Facility Balance.  The Lender and the Servicer will maintain a record of the Revolving Facility Balance.  On request of the Lender or the

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Borrowers, the Servicer will provide to the Administrative Agent a report (which may be included in a Revolving Facility Pool Report) stating the Revolving Facility Balance as of the end of the prior Collection Period.  The Administrative Agent will maintain a record of the Revolving Facility Balance based on the Servicer’s reports.  Any failure by the Administrative Agent to record, or an error in recording, the Revolving Facility Balance will not affect the obligations of the Borrowers under the Revolving Facility or the Advances.

Section 2.3.Optional Termination of Revolving Period.  The Lender, in its sole discretion, may terminate the Revolving Period by notifying the Borrowers and the Administrative Agent at least 30 days in advance.  The Borrowers may terminate the Revolving Period by giving at least 30 days’ notice to the Lender and the Administrative Agent.

Section 2.4.Extension of Facility Termination Date.  The Facility Termination Date will automatically extend to December 31 of the following year unless the Lender notifies the Borrowers and the Administrative Agent at least 90 days before the Facility Termination Date then in effect that the Facility Termination Date will not be extended.

Section 2.5.Facility Amount Increases and Decreases.  At the request of the Borrowers, the Lender, in its sole discretion, may increase the Facility Amount by notifying the Borrowers and the Administrative Agent of the new Facility Amount.  The Lender, in its sole discretion, may reduce the Facility Amount to an amount not less than the Revolving Facility Balance by notifying the Borrowers and the Administrative Agent at least 30 days in advance.  The Borrowers, in their sole discretion, may decrease the Facility Amount to an amount not less than the Revolving Facility Balance by notifying the Lender and the Administrative Agent of the new Facility Amount.

Section 2.6.Rate Increases and Decreases.

(a)Advance Rate.  The Advance Rate may be increased or decreased by agreement of the Borrowers and the Lender.

(b)Revolving Facility Interest Rate.  The Margin may be increased or decreased by the Lender annually by notifying the Borrowers at least five Business Days before the first day of each year.  The revised Margin will apply to all Advances, including outstanding Advances, starting on the first day of the next year.

Section 2.7.Payments on Revolving Facility.

(a)Interest Accrual.  The Revolving Facility will accrue interest for each Interest Period until the Revolving Facility Balance has been paid in full at a rate per annum equal to the Revolving Facility Interest Rate for that Interest Period.  The Lender will calculate the Revolving Facility Interest Rate for each Payment Date and the related Interest Period and the Revolving Facility Interest Payment Amount.  The determination of the Revolving Facility Interest Rate by the Lender, in the absence of manifest error, will be conclusive and binding on the Borrowers.  Accrued and unpaid interest for each Interest Period will be payable in arrears on the related Payment Date and on the Facility Termination Date.

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(b)Principal.  The Revolving Facility Balance will be payable in installments on each Payment Date according to Section 7.2.  On each Payment Date, a mandatory payment will be due in an amount equal to the excess of (i) the Borrowing Base on the first day of the related Collection Period over (ii) the Borrowing Base as of the close of business on the last day of the related Collection Period (the “Revolving Facility Principal Payment Amount”).  The entire Revolving Facility Balance will be due and payable on the Facility Termination Date.

(c)Payment of Interest and Principal.  Amounts to be paid by the Borrowers to the Lender under this Agreement will be paid by deposit in an account designated by the Lender on each Payment Date.

(d)Joint and Several Obligation.  The payment of interest on and principal of the Revolving Facility Balance will be the joint and several obligation of the Borrowers.

Section 2.8.Appointment of Borrower’s Agent.  The Borrowers appoint the Servicer (but only for so long as Ford Credit is the Servicer, for clause (a) below) as their agent to: (a) determine the amount of each Advance, (b) arrange for payment by the Borrowers of the Secured Obligations, (c) cause the payment of interest on and principal of the Revolving Facility Balance and (d) execute on behalf of the Borrowers and deliver to the Lender, notices, requests or directions under this Agreement.  The Borrowers agree that (i) the Borrowers will be bound by actions of the Servicer taken under this Section 2.8, (ii) the Lender, the Collateral Agent and the Administrative Agent are authorized to accept payments, notices, requests or directions from the Servicer on behalf of the Borrowers and (iii) the execution and delivery by the Servicer to the Lender, the Collateral Agent or the Administrative Agent of a notice, request or direction or the taking by the Servicer of any other action described in this Section 2.8 will be conclusive evidence of the Servicer’s authority to execute and deliver any document or take the action on behalf of the Borrowers under this Agreement.

ARTICLE III
APPOINTMENT OF COLLATERAL AGENT;
GRANT OF SECURITY

Section 3.1.Appointment of Collateral Agent.  The Lender appoints HTD as Collateral Agent under this Agreement for the benefit of the Secured Parties.  HTD accepts the appointment and agrees to perform the obligations of the Collateral Agent under this Agreement.

Section 3.2.Grant of Security.

(a)Grant.  On the Closing Date, each Borrower Granted to HTD, as Collateral Agent for the benefit of the Secured Parties, all of the Borrower’s right, title and interest in, to and under, whether now owned or later acquired, the Borrower Collateral.  The Grant is made to secure (i) the payment of interest on, principal of and any other amounts owing on the Revolving Facility Balance and the Exchange Notes as stated in this Agreement and the Exchange Note Supplements and (ii) compliance by the Borrowers with this Agreement for the benefit of the Secured Parties (together, the “Secured Obligations”).

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(b)Acknowledgement of Grant.  The Collateral Agent acknowledges the Grant and agrees to perform its obligations under this Agreement and the Exchange Note Supplements so that the interests of the Secured Parties may be adequately and effectively protected.

Section 3.3.Release of Borrower Collateral.

(a)Release.  The Collateral Agent may, and when required by this Agreement will, release property from the Lien Granted under Section 3.2, in each case, according to this Agreement.  Unless otherwise stated in this Section 3.3, the Collateral Agent will only release property from the Lien Granted under Section 3.2 on receipt of an Officer’s Certificate and an Opinion of Counsel stating that all conditions in this Agreement for the release have been satisfied.

(b)Release of Leased Vehicles on Sale.  The Collateral Agent will be deemed to have released, and does release, any Liens and its other rights, title and interests in, to and under a Leased Vehicle (and all proceeds of the Leased Vehicle and the rights of the related Borrower and/or Ford Credit (individually or as Servicer) under a contract or agreement for the sale or other disposition of the Leased Vehicle (including for the realization of the proceeds of each insurance policy on or covering the Leased Vehicle)) sold according to Section 4.2 of the Servicing Agreement, effective immediately before the sale or other disposition of the Leased Vehicle and without further action of the parties.  The Servicer will deposit an amount equal to the net sale proceeds of the disposition of the Leased Vehicle in the Revolving Facility Collection Account or in the related Exchange Note Collection Account according to Section 4.2(d) of the Servicing Agreement.

(c)Release of Charged-Off Leases and Leased Vehicles on Sale.  The Collateral Agent will be deemed to have released, and does release, any Liens and its other rights, title and interests in, to and under a Lease and Leased Vehicle (but not the proceeds of the sale or disposition of the Lease and Leased Vehicle) sold by the related Borrower according to Section 3.3(g) of the Servicing Agreement, effective immediately before the sale of the Lease and Leased Vehicle and without further action of the parties.

(d)Not Obligated to Verify.  No party relying on a document executed by the Collateral Agent under this Section 3.3 is required to verify the Collateral Agent’s authority, inquire into the satisfaction of any conditions or require evidence of the distribution of any funds.

(e)Release on Satisfaction of Secured Obligations.  When the Secured Obligations and any amounts due to the Administrative Agent under Section 8.6 have been paid in full, the Collateral Agent will release the Borrower Collateral from the Lien Granted under Section 3.2 and release to the Borrowers or any other Person entitled to them, amounts then on deposit in the Revolving Facility Collection Account and any Exchange Note Collection Account.

(f)UCC Termination Statements.  On request of the Borrowers, the Collateral Agent will execute and deliver termination statements for filing under the UCC of each applicable jurisdiction for the release of the Lien Granted under Section 3.2.

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ARTICLE IV
EXCHANGE NOTES

Section 4.1.Exchange Notes.

(a)Request for Issuance.  The Lender, by notifying the Administrative Agent and the Borrowers, may from time to time request that all or a portion of the Revolving Facility Balance be issued in the form of one or more notes in definitive form (each, an “Exchange Note”).  The Lender and the Borrowers will agree to the terms of each Exchange Note, which terms will be stated in a supplement to this Agreement (each, an “Exchange Note Supplement”).  Each Exchange Note will, on its execution and delivery, be issued to, and be payable in favor of, the Lender or any other Person as directed by the Lender to the Borrowers and the Administrative Agent.  Each Exchange Note issued under this Agreement will be a “Titling Company Note” under Section 5.7 of the related Titling Company LLC Agreement.

(b)Designation of Reference Pool.  Each Exchange Note Supplement will designate certain Leases and Leased Vehicles in the Revolving Facility Pool as the “Reference Pool” for the related Exchange Note, and following that designation, these Leases and Leased Vehicles will be allocated to that Reference Pool and will no longer be allocated to the Revolving Facility Pool and will not be available to be allocated to any other Reference Pool.  Except as otherwise stated in the related Exchange Note Supplement, each Exchange Note will be payable solely from Collections on the Leases and Leased Vehicles allocated to the related Reference Pool according to the priorities in Article VII and the related Exchange Note Supplement.  For purposes of determining the Collections that are allocated to a Reference Pool, the Leases and Leased Vehicles allocated to the Reference Pool will be considered to be allocated to the Reference Pool from and after the Cutoff Date stated in the related Exchange Note Supplement.

Section 4.2.Issuance of Exchange Notes.

(a)Form.  Each Exchange Note will be substantially in the form of Exhibit A, or in another form as may be stated in the related Exchange Note Supplement.  Each Exchange Note may have marks of identification and legends or endorsements as determined by the Responsible Persons of the Borrowers executing the Exchange Notes.  Each physical Exchange Note will be produced by a method determined by the Responsible Persons of the Borrowers executing the Exchange Note.

(b)Incorporation by Reference.  Each Exchange Note will be dated the date of its authentication.  The terms of each Exchange Note in Exhibit A are part of this Agreement and the related Exchange Note Supplement and are incorporated into this Agreement and the related Exchange Note Supplement by reference.

(c)Execution.  A Responsible Person of each Borrower will execute each Exchange Note on behalf of the Borrower.  The signature of the Responsible Person on an Exchange Note may be manual or facsimile.  An Exchange Note having the manual or facsimile signature of an individual who was a Responsible Person of a Borrower will bind the Borrower, even if the individual has ceased to be a Responsible Person before the authentication and delivery of the Exchange Note or was not a Responsible Person on the issuance date of the Exchange Note.

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(d)Exchange Note Supplement; Principal Terms.  On or before the delivery of an Exchange Note to the Administrative Agent for authentication, the Borrowers, the Lender, the Administrative Agent and the Collateral Agent will execute and deliver an Exchange Note Supplement which will state the principal terms of the Exchange Note, including:

(i)its issuance date (each, an “Exchange Note Issuance Date”);

(ii)its name or designation;

(iii)its class and any rights and priorities of the class;

(iv)its initial Exchange Note Balance;

(v)the Cutoff Date for its Reference Pool;

(vi)its Exchange Note Interest Rate and, for a floating rate Exchange Note, the manner of determining the floating rate;

(vii)the Exchange Note Events of Default in Section 6.4 that are inapplicable or are modified and any additional events that will be Exchange Note Events of Default;

(viii)its Final Scheduled Payment Date; and

(ix)any other material terms.

(e)Conditions to Delivery of Exchange Note.  The Administrative Agent’s obligation to authenticate an Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the satisfaction of the following conditions:

(i)the Lender has notified the Administrative Agent of the Exchange Note Issuance Date at least five Business Days before the Exchange Note Issuance Date;

(ii)the Exchange Note Supplement, including a Schedule of Reference Pool Assets listing the Leases and the Leased Vehicles in the related Reference Pool, executed by each party to the Exchange Note Supplement other than the Administrative Agent, has been delivered to the Administrative Agent; and

(iii)an Officer’s Certificate from the Borrowers stating that all conditions to the authentication and delivery of the Exchange Note have been satisfied, has been delivered to the Administrative Agent.

(f)Acknowledgement of Exchange Note Supplement; Authentication and Delivery of Exchange Note.  Following the satisfaction of the conditions in Section 4.2(e), the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the Exchange Note in the form and with the terms stated in the Exchange Note Supplement.

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(g)Certificate of Authentication.  No Exchange Note will have the benefit of this Agreement or the related Exchange Note Supplement or be valid unless it has a certificate of authentication substantially in the form included in Exhibit A manually executed by a Responsible Person of the Administrative Agent.  The certificate of authentication on an Exchange Note will be conclusive evidence that the Exchange Note has been duly authenticated and delivered under this Agreement and the related Exchange Note Supplement.

(h)Revolving Facility Balance.  On the issuance of each Exchange Note, the Revolving Facility Balance will be reduced by the initial Exchange Note Balance of the Exchange Note, as stated on the record of the Revolving Facility Balance maintained under Section 2.2.

Section 4.3.Exchange Note Register.  The Borrowers appoint the Administrative Agent to be the “Exchange Note Registrar” and to keep a register (the “Exchange Note Register”) for the purpose of registering Exchange Notes and transfers of Exchange Notes.  On resignation of the Exchange Note Registrar, the Borrowers will promptly appoint a successor or, if they elect not to make the appointment, assume the obligations of the Exchange Note Registrar.  If the Borrowers appoint a Person other than the Administrative Agent as Exchange Note Registrar, (i) the Borrowers will notify the Administrative Agent of the appointment and (ii) the Administrative Agent will have the right to rely on a certificate executed by an officer of the Exchange Note Registrar listing the names and addresses of the Exchange Noteholders and the principal amounts and number of the Exchange Notes.  Each of the Administrative Agent (if it is not the Exchange Note Registrar) and the Borrowers will have the right to inspect the Exchange Note Register at reasonable times and to receive a copy of the Exchange Note Register.

Section 4.4.Registration of Transfer.

(a)Transfer of Exchange Notes.  An Exchange Noteholder may transfer an Exchange Note by surrendering the Exchange Note for registration of transfer at the office or agency of the Borrowers maintained under Section 5.2.  If the requirements of Section 8-401(a) of the UCC are met, the Borrowers will execute and the Administrative Agent will authenticate and deliver to the related Exchange Noteholder, in the name of the transferee, a new Exchange Note in the same principal amount.  An Exchange Noteholder may Transfer an Exchange Note only in whole and not in part.

(b)Valid Obligation.  Each Exchange Note issued on the registration of transfer of an Exchange Note will be the valid obligation of the Borrowers, evidencing the same debt, and have the same benefits under this Agreement and the related Exchange Note Supplement as the Exchange Note surrendered for registration of transfer.

(c)Surrendered Exchange Notes.  Every Exchange Note surrendered for registration of transfer will be (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Exchange Note Registrar or the Administrative Agent duly executed by, the Exchange Noteholder or the Exchange Noteholder’s authorized attorney, (ii) accompanied by a transferee representation letter substantially in the form of Exhibit B (with any changes that may be approved by the Borrowers) and any other documents or evidence that the

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Administrative Agent may require and (iii) accompanied by any other documents the Administrative Agent may require.

(d)No Service Charge.  None of the Borrowers, the Exchange Note Registrar or the Administrative Agent will impose a service charge on an Exchange Noteholder for the registration of transfer of an Exchange Note.  The Borrowers, the Exchange Note Registrar or the Administrative Agent may require the Exchange Noteholder to pay an amount to cover any taxes or other governmental charges that may be imposed for the registration of transfer of the Exchange Note.

(e)Registration of Transfers.  The Exchange Note Registrar will register transfers of Exchange Notes in the Exchange Note Register.  However, neither the Borrowers nor the Exchange Note Registrar will be required to register transfers of Exchange Notes for which the next Payment Date is not more than 15 days after the requested date of transfer or which have been called for redemption.

(f)Exchange Noteholder Representations.  By acceptance of an Exchange Note, the Exchange Noteholder agrees with, and represents and warrants to, the Borrowers and the Administrative Agent, that:

(i)It understands that the Exchange Note has not been registered under the Securities Act or any State securities or “blue sky” laws and will bear the legend in Exhibit A.

(ii)It understands that any sale, transfer, assignment, participation, pledge or other disposition of the Exchange Note (each, a “Transfer”) is only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably believes is either (A) a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”) or (B) an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

(iii)It either (A) (i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring the Exchange Note or an interest or participation in the Exchange Note for the account of another QIB, that other QIB is aware that the sale is being made in reliance on Rule 144A and (iii) is acquiring the Rule 144A Notes or an interest or participation in the Exchange Note for its own account or for the account of another QIB or (B) is an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

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

(v)Either (A) it is not subject to Title I of ERISA, Section 4975 of the Code or any Similar Law or (B) its purchase, holding and disposition of the Exchange Note is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative

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exemption from the prohibited transaction rules (or, if it is subject to any Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law);

(vi)It understands that no subsequent Transfer of the Exchange Note will be made unless (A) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Exchange Note and the other requirements of this Section 4.4 are met, (B) the Transfer is to the Borrowers or their Affiliates or (C) the Transfer is exempt from the registration requirements under the Securities Act because either (i) the Transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Transfer is being made in reliance on Rule 144A or (ii) the Transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

(g)Rule 144A Information.  The Borrowers will make available to the prospective transferor and transferee of an Exchange Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”).  The Rule 144A Information for an Exchange Note will include any of the following items requested by the prospective transferee:

(i)the related Monthly Investor Report for each Payment Date before the request;

(ii)copies of the Basic Documents, the related Exchange Note Supplement and the related Servicing Supplement, including any amendments; and

(iii)any other information reasonably available to the Borrowers that may be considered Rule 144A Information.

Section 4.5.Mutilated, Destroyed, Lost or Stolen Exchange Notes.

(a)Replacement Notes.  If a mutilated Exchange Note is surrendered to the Administrative Agent or the Administrative Agent receives evidence of the destruction, loss or theft of an Exchange Note the Borrowers will execute, and the Administrative Agent will authenticate and deliver a replacement Exchange Note of the same class and principal amount in exchange for or in place of the Exchange Note if the following conditions are met: (i) the Administrative Agent receives security or indemnity to hold the Borrowers and the Administrative Agent harmless, (ii) none of the Borrowers, the Exchange Note Registrar or the Administrative Agent have received notice that the Exchange Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met.  However, if a destroyed, lost or stolen Exchange Note (but not a mutilated Exchange Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Exchange Note, the Borrowers may pay the destroyed, lost or stolen Exchange Note when so due or payable or on the Exchange Note Redemption Date for the Exchange Note without surrender of the Exchange Note.  If a protected purchaser of the original

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Exchange Note in place of which the replacement Exchange Note was issued (or the payment made) presents for payment the original Exchange Note, the Borrowers and the Administrative Agent may recover the replacement Exchange Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Exchange Note (or the payment) from the Person to whom the replacement Exchange Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Exchange Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Borrowers or the Administrative Agent for the replacement Exchange Note (or the payment).

(b)Taxes, Charges and Expenses.  On the issuance of a replacement Exchange Note under Section 4.5(a), (i) the Borrowers may require the Exchange Noteholder of the Exchange Note to pay an amount to cover any taxes or other governmental charges imposed and any other reasonable expenses incurred for the replacement Exchange Note, (ii) the Administrative Agent will, for a mutilated Exchange Note, cancel the Exchange Note and (iii) the Exchange Note Registrar will record in the Exchange Note Register that the destroyed, lost or stolen Exchange Note no longer has the benefits of this Agreement or the related Exchange Note Supplement.

(c)Additional Obligation.  Each replacement Exchange Note issued under Section 4.5(a) will be an original additional contractual obligation of the Borrowers and have the benefits of this Agreement and the related Exchange Note Supplement equally and proportionately with other Exchange Notes issued under this Agreement and the related Exchange Note Supplement.

(d)Sole Remedy.  This Section 4.5 states the sole remedy available to the Exchange Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Exchange Notes.

Section 4.6.Persons Deemed Owners.  On any date, the Borrowers, the Administrative Agent and any agent of the Borrowers or the Administrative Agent may treat the Person in whose name an Exchange Note is registered as of that date as the owner of the Exchange Note for all purposes, including receiving payments of interest on and principal of the Exchange Note, without regard to any notice or other information to the contrary.

Section 4.7.Payments on Exchange Notes.

(a)Interest Accrual.  Each Exchange Note will accrue interest on its Exchange Note Balance for each Exchange Note Interest Period until the Exchange Note Balance has been paid in full at a rate per annum equal to its Exchange Note Interest Rate for that Exchange Note Interest Period.  Interest on each Exchange Note will be calculated in the manner stated in the related Exchange Note Supplement.  Interest on each Exchange Note for each Exchange Note Interest Period will be due and payable on the related Payment Date in the amount stated in the related Exchange Note Supplement.

(b)Principal.  The principal of each Exchange Note will be payable in installments on each Payment Date according to Article VII and the related Exchange Note Supplement.  The entire unpaid Exchange Note Balance of each Exchange Note will be due and payable on the Final Scheduled Payment Date for the Exchange Note.  The entire unpaid Exchange Note

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Balance of each Exchange Note will be due and payable on the date the Exchange Note is declared to be, or has automatically become, immediately due and payable according to Section 6.5(a).

(c)Monthly Payment of Interest and Principal.  On each Payment Date, interest on and principal of each Exchange Note will be paid to the registered Exchange Noteholder by wire transfer to the account of the Exchange Noteholder (as designated by the Exchange Noteholder to the Exchange Note Registrar on or before the date the payment is to be made), except that the final installment of principal payable on the Exchange Note will be payable according to Section 4.7(d).

(d)Payment of Final Installment.  The final installment of principal of an Exchange Note on a Payment Date or its Final Scheduled Payment Date will be payable only on presentation and surrender of the Exchange Note.  The Administrative Agent will notify the applicable Exchange Noteholder of the date the Borrowers expect to pay the final installment on the Exchange Note, which notice will be delivered no later than five days before that date, and the place where the Exchange Note may be presented and surrendered for payment.

Section 4.8.Cancellation of Exchange Notes.  Any Person that receives an Exchange Note surrendered for payment, registration of transfer or redemption will deliver the Exchange Note to the Administrative Agent and the Administrative Agent will promptly cancel it.  If the Servicer and the Lender are the same entity, following an optional redemption of an Exchange Note under the related Servicing Supplement, the Servicer may request that the Borrowers cancel the Exchange Note according to the Servicing Supplement.  On request, the Borrowers will cancel the Exchange Note and the Leases and related Leased Vehicles in the related Reference Pool will be reallocated to the Revolving Facility Pool.

Section 4.9.Acceptance of Agreement by Exchange Noteholders.  Each Exchange Noteholder, by accepting the related Exchange Note, will be deemed to have agreed to the terms and conditions of this Agreement and the related Exchange Note Supplement with the same effect as if the Exchange Noteholder had been a party to this Agreement and the related Exchange Note Supplement.

ARTICLE V
BORROWER’S COVENANTS, REPRESENTATIONS AND WARRANTIES

Section 5.1.Payment of Principal and Interest.  The Borrowers will duly and punctually pay the principal of and interest on the Advances and the Exchange Notes according to this Agreement and the Exchange Notes.  Amounts withheld under the Code or State or local tax law by any Person from a payment to the Lender or an Exchange Noteholder will be considered as having been paid by the Borrowers to the Lender or the Exchange Noteholder, as applicable.

Section 5.2.Maintenance of Office or Agency.  The Borrowers will maintain an office or agency where Exchange Notes may be surrendered for registration of transfer, and where notices to and demands on the Borrowers for the Exchange Notes and this Agreement and any Exchange Note Supplement may be served.  The Borrowers initially appoint the Administrative

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Agent to serve as its agent for those purposes.  The Borrowers will promptly notify the Administrative Agent of a change in the location of the office or agency.  If the Borrowers fail to maintain the office or agency or fail to furnish the Administrative Agent with the address of the office or agency, any surrender, notices and demands may be made or served at the Corporate Trust Office, and the Borrowers appoint the Administrative Agent as their agent to receive them.

Section 5.3.Existence; Licenses.  Each Borrower will maintain its existence as a limited liability company under the laws of the State of Delaware and will obtain and maintain its qualification in each jurisdiction in which the qualification is or will be necessary to protect the validity and enforceability of this Agreement, the Exchange Notes and the Borrower Collateral.  Each Borrower will obtain and maintain all material licenses required by applicable law in each jurisdiction necessary for the conduct of its business or the ownership of the Leases or the ownership and leasing of the Leased Vehicles.

Section 5.4.Protection of Borrower Collateral.

(a)Amendments and Financing Statements.  The Borrowers will (i) execute and deliver amendments to this Agreement and other documents, (ii) file or authorize and cause to be filed financing statements, and amendments and continuations of those financing statements and (iii) take other action necessary or advisable to:

(A)maintain or preserve the Lien and security interest (and the priority of the security interest) of this Agreement;

(B)perfect, maintain perfection, publish notice of or protect the validity of the Grant made or to be made by this Agreement;

(C)enforce the Borrower Collateral; or

(D)preserve and defend title to the Borrower Collateral and the rights of the Collateral Agent and the Secured Parties in the Borrower Collateral.

(b)Authorization to File.  The Borrowers authorize the Collateral Agent and the Administrative Agent to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the Collateral Agent or the Administrative Agent may determine are necessary or advisable to perfect the Collateral Agent’s interest in the Borrower Collateral.  The financing and continuation statements may describe the Borrower Collateral as the Collateral Agent or the Administrative Agent may reasonably determine to perfect the Collateral Agent’s interest in the Borrower Collateral.  The Collateral Agent or the Administrative Agent will promptly deliver to the Borrowers file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

(c)Collateral Agent Not Obligated.  The Collateral Agent is not obligated to (i) make a determination of whether filing financing or continuation statements, and amendments to the statements, is required or (ii) file the financing or continuation statements, or amendments to the statements, and will not be liable for failure to do so.

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Section 5.5.Performance of Obligations.

(a)Performance of Obligations.  The Borrowers will perform all of their obligations under this Agreement and the other Basic Documents and documents included in the Borrower Collateral.

(b)Subcontracting.  The Borrowers may contract with other Persons to assist them in performing their obligations under this Agreement.  Initially, the Borrowers have contracted with the Servicer to assist them in performing their obligations under this Agreement.

(c)Servicer Termination Event.  If the Borrowers have knowledge of a Reference Pool Servicer Termination Event, the Borrowers will notify the Administrative Agent of the event and state in the notice any action the Borrowers are taking to correct the situation.  If a Reference Pool Servicer Termination Event results from the failure of the Servicer to perform its obligations under the Servicing Agreement or a Servicing Supplement, the Borrowers will take reasonable steps to cause the Servicer to correct the failure.

Section 5.6.Negative Covenants.  So long as the Revolving Facility Balance or an Exchange Note is Outstanding, the Borrowers will not, except as permitted in the Basic Documents or Exchange Note Basic Documents:

(a)Dispose of Borrower Collateral.  Sell, exchange or dispose of any Borrower Collateral unless directed to do so by the Collateral Agent;

(b)No Release of Material Obligations.  Take action, and will use commercially reasonable efforts to prevent any action from being taken by others, that would release any Person from any material obligation under a document included in the Borrower Collateral or that would impair the validity or enforceability of the Borrower Collateral or a document included in the Borrower Collateral;

(c)Set-off.  Claim a credit on, or make a deduction from the payments of principal or interest on, the Revolving Facility Balance or the Exchange Notes (other than amounts withheld from those payments under applicable law) or assert a claim against the Lender or an Exchange Noteholder by reason of the payment of the taxes levied or assessed on the Borrowers or the Borrower Collateral;

(d)Dissolve or Liquidate.  Dissolve or liquidate;

(e)Liens.  Permit (i) the validity or effectiveness of this Agreement to be impaired, or permit the Lien Granted under Section 3.2 to be amended, subordinated, terminated or discharged, or permit a Person to be released from any obligations under this Agreement except in each case as permitted by this Agreement or the other Basic Documents, (ii) a Lien, other than Permitted Liens, to be created on or extend to the Borrower Collateral or (iii) the Lien Granted under Section 3.2 not to be a valid first priority security interest in the Borrower Collateral, other than Permitted Liens; or

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(f)Modification of Borrower Collateral.  Amend, modify, waive, terminate or surrender any Borrower Collateral or any Basic Documents without the consent of the Administrative Agent.

Section 5.7.Opinions on Borrower Collateral.  On or before April 30 of each year, if an Exchange Note was Outstanding during any part of the prior year and the Exchange Note is still Outstanding on April 30 of that year, the Borrowers will furnish to the Collateral Agent and the Administrative Agent an Opinion of Counsel either (a) stating that, in the opinion of that counsel, (i) for the Borrower Collateral other than the Leased Vehicles, all action has been taken for the recording, filing, re-recording and refiling of this Agreement and all financing statements and continuation statements to maintain the Lien Granted under Section 3.2 and (ii) for the Leased Vehicles, procedures have been established that if followed would be sufficient to create and maintain the Lien Granted under Section 3.2 or (b) stating that in the opinion of that counsel no action is necessary to maintain the Lien.

Section 5.8.Merger and Consolidation; Transfer of Assets.  Neither Borrower will merge or consolidate with or into any other Person or, except as permitted by the related Titling Company LLC Agreement and the other Basic Documents, transfer all or substantially all of its assets, unless:

(a)Surviving Person.  The Person (if other than the applicable Borrower) formed by or surviving the merger or consolidation, or that acquires those assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an agreement to assume the Borrower’s obligations under this Agreement (unless the assumption happens by operation of law), executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the interest on and principal of the Secured Obligations and the performance of the other obligations under this Agreement and the other Basic Documents to be performed by the Borrower;

(b)Subordination.  For a transfer of the assets included in the Borrower Collateral, the Person who acquires those assets agrees by means of the assumption agreement executed and delivered to the Administrative Agent that (i) all right, title and interest transferred will be subject and subordinate to the rights of the Lender and the Exchange Noteholders, (ii) unless stated in the assumption agreement, that Person will indemnify the Borrowers for fees, expenses, losses, damages and liabilities (including fees and expenses of defending itself against any loss, damage or liability) related to this Agreement, the Revolving Facility and the Exchange Notes and (iii) that Person will make all necessary filings, including filings with the Securities and Exchange Commission required by the Exchange Act for the Exchange Notes and any related Securities;

(c)No Defaults.  Immediately after giving effect to the merger, consolidation or transfer, no Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default will have occurred and be continuing;

(d)Opinion.  The Borrowers have received an Opinion of Counsel (with a copy to the Administrative Agent) stating that the merger, consolidation or transfer will not cause (i) any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii)

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the Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(e)Actions.  Any action necessary to maintain the Lien and security interest Granted under this Agreement has been taken; and

(f)Conditions.  The applicable Borrower has delivered to the Administrative Agent and the Servicer an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation or transfer and the assumption agreement comply with this Section 5.8 and that the conditions in this Agreement relating to the merger, consolidation or transfer have been satisfied.

Section 5.9.Successor or Transferee.  On a merger or consolidation of a Borrower or a transfer under Section 5.8, (a) the Person formed by or surviving the merger or consolidation (if other than the applicable Borrower) will succeed to, and be substituted for, and may exercise the rights and powers of, the Borrower under this Agreement with the same effect as if that Person had been named as a Borrower in this Agreement and (b) for a transfer of the assets of a Borrower under Section 5.8, the predecessor Borrower will be released from its obligations under this Agreement to be performed by the successor Borrower for the Secured Obligations immediately on receipt of notice by the Administrative Agent stating that the Borrower is to be released.

Section 5.10.No Other Activities.  Neither Borrower will engage in activities other than financing, acquiring, owning and pledging the Borrower Collateral as described in the Basic Documents and activities incidental to those activities.

Section 5.11.Further Acts and Documents.  On request of the Administrative Agent, the Borrowers will take action and execute and deliver additional documents reasonably required to perform and carry out the intention of this Agreement.

Section 5.12.Restricted Payments.

(a)No Set-off.  Neither Borrower will, directly or indirectly, (i) make payments (by reduction of capital or otherwise) to member(s) of the Borrower, (ii) redeem, purchase, retire or acquire for value an ownership interest in the Borrower or (iii) set aside or segregate amounts for those purposes, except as permitted under this Agreement and the other Basic Documents.

(b)No Other Payments.  Neither Borrower will, directly or indirectly, make payments to or distributions from the Revolving Facility Collection Account or an Exchange Note Collection Account, except according to the Basic Documents.

Section 5.13.Notice of Defaults.  The Borrowers will notify the Administrative Agent and the Servicer as soon as practicable and within five Business Days after a Responsible Person of the Borrowers has knowledge of a Facility Event of Default or Exchange Note Event of Default.

Section 5.14.Review of Borrowers’ Records.  Each Borrower will maintain records and documents relating to its performance under this Agreement according to its customary business practices.  On reasonable request not more than once during any year, each Borrower will give

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the Administrative Agent and the Servicer (or their representatives) access to the records and documents to conduct a review of the Borrower’s performance under this Agreement.  Any access or review will be conducted at the Borrower’s offices during its normal business hours at a time reasonably convenient to the Borrower and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Borrower’s confidentiality and privacy policies.

Section 5.15.Insurance Policies.  The Borrowers will maintain, or cause to be maintained, residual value, vicarious liability and contingent or excess liability insurance policies or programs (which may be blanket policies covering the Borrowers and all or certain Affiliates of the Borrowers) for the Leases and the Leased Vehicles consistent with the policies or programs, if any, that any of its Affiliates maintains for its own portfolio of leases and leased vehicles.  Each insurance policy will name the Borrowers and the Collateral Agent as an insured party and will be updated annually by the Borrowers to reflect each Exchange Noteholder as an insured party.  To the extent the Borrowers self-insure for losses related to vicarious liability, they will indemnify the Lender, the Collateral Agent and the Exchange Noteholders for any uninsured losses.

Section 5.16.Borrower’s Authorized and Responsible Persons.  On or before the date of this Agreement, the Borrowers will notify the Lender, the Collateral Agent and the Administrative Agent of each Person who (a) will be authorized to give instructions and directions to the Lender, the Collateral Agent and the Administrative Agent on behalf of the Borrower and (b) is a Responsible Person for the Borrower.  The Borrower may change such Persons by notifying the Lender, the Collateral Agent and the Administrative Agent.

Section 5.17.Borrowers’ Representations and Warranties.  Each Borrower represents and warrants to the Collateral Agent as of the date of this Agreement and each Exchange Note Issuance Date:

(a)Organization and Qualification.  The Borrower is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware.

(b)Power, Authority and Enforceability.  The Borrower has the power and authority to execute, deliver and perform its obligations under this Agreement and each Exchange Note Supplement.  The Borrower has authorized the execution, delivery and performance of this Agreement and each Exchange Note Supplement.  This Agreement and each Exchange Note Supplement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower, 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 completion of the transactions contemplated by this Agreement and each Exchange Note Supplement and the performance of its obligations under such documents will not (i) conflict with, or be a breach or default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Borrower is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Borrower’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than this Agreement), (iii) violate its

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organizational documents or (iv) violate a law or, to the Borrower’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or its properties that applies to the Borrower, which, in each case, would reasonably be expected to have a material adverse effect on the Borrower’s ability to perform its obligations under this Agreement and any Exchange Note Supplement.

(d)No Proceedings.  To the Borrower’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or its properties (i) asserting the invalidity of this Agreement, any Exchange Note Supplement or any Exchange Note, (ii) seeking to prevent the issuance of an Exchange Note or the completion of the transactions contemplated by this Agreement or any Exchange Note Supplement, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Borrower’s ability to perform its obligations under, or the validity or enforceability of, this Agreement, any Exchange Note Supplement or any Exchange Note, in each case, other than the proceedings that, to the Borrower’s knowledge, would not reasonably be expected to have a material adverse effect on the Borrower, the performance by the Borrower of its obligations under, or the validity and enforceability of, this Agreement, any Exchange Note Supplement or any Exchange Note.

(e)No Investment Company.  The Borrower is not an “investment company” as defined in the Investment Company Act.

Section 5.18.Borrowers’ Representations and Warranties about Security Interest.  Each Borrower represents and warrants to the Collateral Agent as of the date of this Agreement and each Exchange Note Issuance Date, which representations and warranties will survive the termination of this Agreement and may not be waived by the Collateral Agent:

(a)Valid Security Interest.  This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower Collateral in favor of the Collateral Agent which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Borrower.

(b)Perfection.  The Servicer has represented that it has started procedures that will result in the perfection of a first priority security interest against the Borrower in the related Leased Vehicles.

(c)Type.  The Borrower Collateral (other than (i) the Leased Vehicles, (ii) those investments which have been credited to the Revolving Facility Collection Account and (iii) those Permitted Investments which have been credited to an Exchange Note Collection Account) is “tangible chattel paper,” “electronic chattel paper,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

(d)Good Title.  The Borrowers own and have good title to the Borrower Collateral free and clear of any Lien, other than Permitted Liens.  The Borrowers have received all consents and approvals required by the terms of the Borrower Collateral to Grant to the Collateral Agent

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all of their right, title and interest in the Borrower Collateral, except if a requirement for consent or approval is made ineffective under the applicable UCC.

(e)Filing Financing Statements.  The Borrowers have caused, or will cause within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law to perfect the security interest Granted in the Borrower Collateral to the Collateral Agent under this Agreement.  All financing statements filed or to be filed against the Borrowers in favor of the Collateral Agent under this Agreement describing the Borrower Collateral will contain a statement to the following effect: “A purchase of or grant of a security interest in collateral described in this financing statement will violate the rights of the Secured Parties.”

(f)No Other Sale, Grant or Financing Statements.  Other than the security interest Granted to the Collateral Agent under this Agreement, the Borrowers have not sold or Granted a security interest in any of the Borrower Collateral.  The Borrowers have not authorized the filing of and are not aware of any financing statements against the Borrowers that include a description of collateral covering any of the Borrower Collateral, other than financing statements relating to the security interest Granted to the Collateral Agent under this Agreement.  The Borrowers are not aware of any judgment or tax Lien filings against them.

(g)Possession of Leases.  For a Lease that is “tangible chattel paper,” the Borrowers have in their possession, directly or through their agents, the original copy of the Lease that is or evidences part of the Borrower Collateral, and the Lease does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent.  For a Lease that is “electronic chattel paper,” the Borrowers have not communicated an “authoritative copy” (within the meaning of the applicable UCC) of the Lease that is or evidences part of the Borrower Collateral to any Person other than the Collateral Agent.

ARTICLE VI
EVENTS OF DEFAULT; REMEDIES

Section 6.1.Facility Events of Default.

(a)Facility Events of Default.  The occurrence of one of the following events will be an event of default for the Revolving Facility under this Agreement (each, a “Facility Event of Default”):

(i)the Borrowers fail to pay the Revolving Facility Interest Payment Amount due on any Payment Date, and the failure continues for five Business Days or more;

(ii)the Borrowers fail to pay (A) the Revolving Facility Balance on the Facility Termination Date or (B) the Revolving Facility Principal Payment Amount due on any Payment Date and, if the failure is due to an administrative omission, mistake or technical difficulty, the failure continues for five Business Days or more;

(iii)either Borrower fails to observe a material covenant or agreement of the Borrower in this Agreement (other than to pay interest on or principal of the Revolving Facility) or a representation or warranty of either Borrower made in this Agreement or in

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an Officer’s Certificate or other document delivered under this Agreement is incorrect in a material respect when made and, in each case, the failure or error continues for at least 60 days after the Borrower receives notice from the Lender, the Collateral Agent or the Administrative Agent stating the failure or error, requiring it to be corrected and stating that the notice is a “Notice of Facility Event of Default”;

(iv)the Servicer is terminated for the Revolving Facility Pool following the occurrence of an Insolvency Event for the Servicer and no successor Servicer has accepted its engagement on or before the date stated in the notice of termination under Section 7.2 of the Servicing Agreement; or

(v)an Insolvency Event of a Borrower occurs.

(b)Borrowers to Notify.  The Borrowers will notify the Lender, the Collateral Agent and the Administrative Agent within five Business Days after a Responsible Person of a Borrower has knowledge of the occurrence of a Facility Default under Section 6.1(a)(iii), which notice will describe the Facility Default, the status of the Facility Default and what action the Borrowers are taking to correct the Facility Default.

Section 6.2.Acceleration of Revolving Facility; Rescission.

(a)Acceleration.  If a Facility Event of Default occurs and is continuing, the Lender, may (i) terminate the Revolving Facility and (ii) declare the Revolving Facility Balance to be accelerated by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent.  On acceleration, the unpaid Facility Balance, together with accrued and unpaid interest, will become immediately due and payable, in each case.  If a Facility Event of Default in Section 6.1(a)(iv) or (v) occurs, (A) the Revolving Facility will automatically terminate and (ii) the Revolving Facility Balance, together accrued and unpaid interest, will automatically become due and payable, in each case, without a declaration or other act of the Lender.

(b)Rescission.  The Lender, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent, may rescind a declaration of acceleration at any time.  No rescission will affect a subsequent default or impair a right resulting from the rescission.

Section 6.3.Revolving Facility Remedies.

(a)Proceedings.  If the Revolving Facility Balance has been accelerated under Section 6.2(a) and the declaration of acceleration has not been rescinded according to Section 6.2(b), the Lender may (subject to Article VII) take the action in clause (i) below, or direct the Collateral Agent to, and the Collateral Agent will, take one or more of the actions in clauses (ii) through (v) below:

(i)start a Proceeding for the collection of all amounts then payable to the Lender or under this Agreement and pursue its other rights, remedies, powers or privileges under this Agreement;

(ii)start a Proceeding for the complete or partial foreclosure of the Borrower Collateral included in the Revolving Facility Pool;

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(iii)sell or liquidate all or any part of the Borrower Collateral in the Revolving Facility Pool or rights or interest in the Borrower Collateral in the Revolving Facility Pool at one or more public or private sales called and conducted in any manner permitted by law;

(iv)exercise any remedies of a secured party under the UCC; and

(v)take any other action to protect and enforce the rights and remedies of the Lender.

(b)Priority of Payments Following Liquidation.  Any money or property collected by the Collateral Agent following the sale or other liquidation of the Borrower Collateral in the Revolving Facility Pool under Section 6.3(a)(iii) will be used (i) first, to pay the Collateral Agent any amounts due under Section 8.6, (ii) second, to pay the Administrative Agent any amounts due under Section 8.6 and (iii) third, to or at the direction of the Lender, to pay principal of and interest on the Revolving Facility Balance and any other amounts owing on the Revolving Facility.

Section 6.4.Exchange Note Events of Default.

(a)Exchange Note Events of Default.  Unless otherwise stated in the related Exchange Note Supplement, the occurrence of any of the following events will be an event of default for the related Exchange Note under this Agreement and the related Exchange Note Supplement (each, an “Exchange Note Event of Default”):

(i)the Borrowers fail to pay the Exchange Note Interest Payment Amount due on any Payment Date, and the failure continues for five Business Days or more;

(ii)the Borrowers fail to pay the Exchange Note Balance on its Final Scheduled Payment Date and, if the failure is due to an administrative omission, mistake or technical difficulty, the failure continues for three Business Days or more;

(iii)either Borrower fails to observe a material covenant or agreement of the Borrower in this Agreement or the Exchange Note Supplement (other than to pay interest on or principal of the Exchange Note) or a representation or warranty of either Borrower made in this Agreement, the Exchange Note Supplement or in an Officer’s Certificate or other document delivered under this Agreement or the Exchange Note Supplement is incorrect in a material respect when made and, in each case, the failure or error continues for at least 60 days after the Borrower receives notice from the Collateral Agent, the Administrative Agent or the Exchange Noteholder stating the failure or error, requiring it to be corrected and stating that the notice is a “Notice of Exchange Note Event of Default”;

(iv)the Servicer is terminated for the related Reference Pool following a Reference Pool Servicer Termination Event resulting from the occurrence of an Insolvency Event for the Servicer and no successor Servicer has accepted its engagement on or before the date stated in the notice of termination under Section 7.3(c) of the Servicing Agreement;

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(v)an Insolvency Event of a Borrower occurs; or

(vi)any other event stated in the Exchange Note Supplement for the Exchange Note occurs.

(b)Borrowers to Notify.  The Borrowers will notify the Collateral Agent, the Administrative Agent and the Exchange Noteholder within five Business Days after a Responsible Person of a Borrower has knowledge of the occurrence of an Exchange Note Default under Section 6.4(a)(iii), which notice will describe the Exchange Note Default, the status of the Exchange Note Default and what action the Borrowers are taking to correct the Exchange Note Default.

Section 6.5.Acceleration of Exchange Note; Rescission.

(a)Acceleration.  If an Exchange Note Event of Default occurs and is continuing, the Exchange Noteholder may declare the Exchange Note Balance to be accelerated by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent.  On acceleration, the unpaid Exchange Note Balance, together with accrued and unpaid interest, will become be immediately due and payable.  If an Exchange Note Event of Default in Section 6.4(a)(iv) or (v) occurs, all unpaid principal of and accrued and unpaid interest on the Exchange Note will automatically become due and payable without a declaration or other act of the Exchange Noteholder.

(b)Rescission.  The Exchange Noteholders, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Collateral Agent as stated in this Article VI if:

(i)the Borrowers have paid an amount sufficient to (A) pay the due and unpaid principal of and interest on the Exchange Note and all other amounts that would then be due under this Agreement and the Exchange Note Supplement if the Exchange Note Event of Default giving rise to the acceleration had not occurred, (B) pay all amounts owed to the Administrative Agent under Section 8.6 and (C) pay all other outstanding fees and expenses of the Borrowers; and

(ii)all Exchange Note Events of Default, other than the non-payment of the Exchange Note Balance that has become due solely by the acceleration, have been corrected or waived under Section 6.9.

Section 6.6.Exchange Note Remedies.

(a)Proceedings.  If the Exchange Note Balance has been accelerated under Section 6.5(a) and the declaration of acceleration has not been rescinded according to Section 6.5(b), the Exchange Noteholder may (subject to Article VII) take the action in clause (i) below, or direct the Collateral Agent to, and the Collateral Agent will, take one or more of the actions in clauses (ii) through (v) below:

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(i)start a Proceeding for the collection of all amounts then payable to the Exchange Noteholder or under this Agreement or the Exchange Note Supplement and pursue its other rights, remedies, powers or privileges under this Agreement and the Exchange Note Supplement;

(ii)start a Proceeding for the complete or partial foreclosure of the Borrower Collateral included in the Reference Pool;

(iii)sell or liquidate all or any part of the Borrower Collateral in the Reference Pool or rights or interest in the Borrower Collateral in the Reference Pool at one or more public or private sales called and conducted in any manner permitted by law;

(iv)exercise any remedies of a secured party under the UCC; and

(v)take any other action to protect and enforce the rights and remedies of the Exchange Noteholder.

(b)Priority of Payments Following Liquidation.  Any money or property collected by the Collateral Agent following the sale or other liquidation of the Borrower Collateral in the Reference Pool under Section 6.6(a)(iii) will be deposited in the related Exchange Note Collection Account and distributed according to the related Exchange Note Supplement.

Section 6.7.Rights and Remedies Cumulative.  No right or remedy of the Lender or an Exchange Noteholder under this Agreement is intended to be exclusive of any other right or remedy, and every right and remedy, if permitted by law, will be cumulative and in addition to every other right and remedy given under this Agreement.  The exercise of a right or remedy will not prevent the exercise of another right or remedy at the same time.  The Lender’s or an Exchange Noteholder’s right to seek and recover judgment on the Revolving Facility, the Exchange Note or under this Agreement will not be affected by the seeking, obtaining or use of other relief under this Agreement.  Neither the Lien Granted under this Agreement nor the rights or remedies of the Lender or an Exchange Noteholder will be impaired by the recovery of a judgment by them or the Collateral Agent against the Borrowers or by the execution of a judgment on the Borrower Collateral.

Section 6.8.Delay or Omission Not a Waiver.  No delay or omission of the Lender or an Exchange Noteholder to exercise a right or remedy after a Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default will impair the right or remedy, or be a waiver of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.  Every right and remedy given by this Article VI or by law to the Collateral Agent, the Lender or an Exchange Noteholder may be exercised as often as deemed advisable by the Collateral Agent, the Lender or the Exchange Noteholder.

Section 6.9.Waiver of Defaults.

(a)Waiver by Lender.  The Lender may waive a Facility Event of Default, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent.

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(b)Waiver by Exchange Noteholder.  The related Exchange Noteholder may waive an Exchange Note Event of Default, by notifying the Borrowers, the Servicer, the Collateral Agent and the Administrative Agent.

(c)Effect of Waiver.  On any waiver, the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default will be considered not to have occurred for all purposes of this Agreement.  No waiver will extend to any other Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default or impair any right relating to any other Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.

ARTICLE VII
CREDITORS’ RELATIONS

Section 7.1.Allocation of Collections.  The Lender and the Administrative Agent, by entering into this Agreement, and each Exchange Noteholder, by accepting the related Exchange Note, acknowledges and agrees that (a) the Revolving Facility and the Exchange Notes are secured under Section 3.1 by a single security interest in the Borrower Collateral, (b) each of the Lender, the Administrative Agent and each Exchange Noteholder will be subject to the limitation of recourse, waiver of claims and rights, and subordination terms of this Article VII, (c) except following a Facility Event of Default or an Exchange Note Event of Default, no Exchange Noteholder will have any recourse to, or right to payment from, the Collections on the Revolving Facility Pool and (d) all Collections will be distributed according to the priorities and procedures in this Article VII.

Section 7.2.Distribution of Collections on Revolving Facility Pool.  On each Payment Date for which Collections on the Revolving Facility Pool are in the Revolving Facility Collection Account (unless a Facility Event of Default has occurred before the Payment Date), the Administrative Agent will (based on the information in the Revolving Facility Pool Report delivered before the Payment Date) withdraw from the Revolving Facility Collection Account and make deposits and payments, to the extent of Collections for the Revolving Facility Pool for that Payment Date and any Revolving Facility Pool Additional Amounts for that Payment Date, in the following order of priority (but only if such amounts have not been paid from Collections retained by Ford Credit under Section 5.3(a) of the Servicing Agreement):

(a)first, to the Servicer, the Revolving Facility Pool Servicing Fee for the related Collection Period;

(b)second, to the Lender, the Revolving Facility Interest Payment Amount;

(c)third, to the Lender, the Revolving Facility Principal Payment Amount, until the Revolving Facility Balance is reduced to zero;

(d)fourth, if the Borrowers elect (by direction to the Administrative Agent on or before the applicable Payment Date, which may be in the form of a standing direction) or if the Revolving Period has been terminated (or a Facility Event of Default has occurred), to the Lender, all amounts remaining, as an additional payment of principal of the Revolving Facility Balance, until the Revolving Facility Balance is reduced to zero; and

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(e)fifth, all remaining amounts, to the Borrowers (to be allocated between them as agreed).

Section 7.3.Distribution of Collections on Reference Pools.  On each Payment Date (unless a Facility Event of Default has occurred before the Payment Date), the related Indenture Trustee will, for each Reference Pool (based on the information in the related Monthly Investor Report delivered before the Payment Date), withdraw from the related Exchange Note Collection Account and make deposits and payments, to the extent of Collections for the Reference Pool for the Payment Date and any Shared Amounts allocated to the Reference Pool for that Payment Date, according to the related Exchange Note Supplement.

Section 7.4.Distribution of Collections Following Facility Event of Default.  On each Payment Date following the occurrence of a Facility Event of Default for which Collections on the Revolving Facility Pool are in the Revolving Facility Collection Account, the Administrative Agent will (unless the Exchange Noteholder directs otherwise under Section 6.9(b)), for the Revolving Facility Pool and each Reference Pool (based on the information in the Revolving Facility Pool Report or the related Monthly Investor Report delivered before the Payment Date), withdraw from the Revolving Facility Collection Account and related Exchange Note Collection Account, respectively, and make deposits and payments, to the extent of Collections for the Revolving Facility Pool or the Reference Pool, as applicable, for the related Collection Period, in the following order of priority:

(a)first, (i) for the Revolving Facility Pool, according to Section 7.2(a) through (c) and (ii) for each Reference Pool and the related Exchange Note, in the following order of priority:

(A)first, to the Servicer, the Reference Pool Servicing Fee and Advance Reimbursement Amount, if any, for the Reference Pool and the related Collection Period, in each case, if those amounts have not been paid from the Collections on the Reference Pool retained by the Servicer under the related Servicing Supplement;

(B)second, to the related Exchange Noteholder, the Exchange Note Interest Payment Amount; and

(C)third, to the related Exchange Noteholder, (I) on a Payment Date other than an Exchange Note Redemption Date, the Exchange Note Principal Payment Amount, as a payment of principal of the Exchange Note until the Exchange Note Balance of the Exchange Note is reduced to zero or (II) on an Exchange Note Redemption Date, an amount equal to the Exchange Note Purchase Price (if that amount has not been paid under clause (B) above);

(b)second, without priority to the Lender or an Exchange Noteholder, (i) for the Revolving Facility Allocation Percentage of the remaining amount of Collections for the Revolving Facility Pool and each Reference Pool, to pay amounts due and unpaid under Section 7.2(a) through (c) and (ii) for each Exchange Note’s Exchange Note Allocation Percentage of the

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remaining amount of Collections for the Revolving Facility Pool and each Reference Pool, to make deposits and payments in the following order of priority:

(A)first, to pay amounts due and unpaid for the related Exchange Note under Section 7.4(a);

(B)second, to the related Exchange Noteholder, as an additional payment of principal of the Exchange Note, all amounts necessary to cover any shortfall in payment on debt obligations that are secured by the Exchange Note until the Exchange Note Balance of the Exchange Note is reduced to zero; and

(C)third, to the reserve account, if any, established for the related Exchange Note, until the amount in the reserve account equals the amount required under the related Exchange Note Supplement;

(c)third, all remaining amounts of Collections for the Revolving Facility Pool and each Reference Pool will be distributed, pro rata, based on the amounts due, to pay any amounts due and unpaid (i) under Section 7.2(a) through (c) for the Revolving Facility and (ii) under Section 7.4(b) for each Exchange Note; and

(d)fourth, all remaining amounts of Collections for the Revolving Facility Pool and each Reference Pool, to the Borrowers (to be allocated between them as agreed).

Section 7.5.Priorities Following Liquidation.  Following the liquidation of any part of the Borrower Collateral under Article VI, the proceeds of the liquidation will be distributed according to Section 6.3(b) or 6.6(b), as applicable.

ARTICLE VIII
COLLATERAL AGENT; ADMINISTRATIVE AGENT

Section 8.1.Obligations of Collateral Agent.

(a)Obligations of Collateral Agent.  The Collateral Agent will:

(i)hold a security interest in the Borrower Collateral for the benefit of the Secured Parties;

(ii)cause the Certificate of Title for each Leased Vehicle to reflect “HTD Leasing LLC” as the recorded lienholder or recorded holder of a security interest in the Leased Vehicle (if those actions have not been taken by the Servicer under Section 3.2(b) of the Servicing Agreement);

(iii)for each Leased Vehicle that is permitted or required by the Basic Documents to be sold or disposed of by the applicable Borrower or reallocated to a Specified Interest other than the Collateral Specified Interest of the applicable Borrower, take action necessary to cause (A) the security interest granted under Section 3.2 in the

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Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed;

(iv)take the actions required to be taken by the Collateral Agent under Article VI following a Facility Event of Default or an Exchange Note Event of Default; and

(v)take the other actions required to be taken by the Collateral Agent under this Agreement.

(b)Administrative Agent to Perform.  The Administrative Agent will, for the benefit of the Collateral Agent, the other parties to this Agreement and the Exchange Noteholders, perform the obligations of the Collateral Agent under this Agreement and the other Basic Documents.  The Collateral Agent will not be responsible for, nor have liability for, any actions taken or not taken by the Administrative Agent on behalf of the Collateral Agent.  It is intended that, under the HTD Administration Agreement, the Administrative Agent will delegate to the Collateral Agent Administrator certain of the Collateral Agent’s obligations that the Administrative Agent is required to perform under this Section 8.1(b), and each party to this Agreement and each Exchange Noteholder, by accepting an Exchange Note, consents to the delegation.

(c)Administrative Agent to Maintain Collateral Agent.  The Administrative Agent will (i) maintain the Collateral Agent in existence in its jurisdiction of organization, (ii) maintain all qualifications, licenses and approvals from governmental authorities that are necessary or advisable for the performance of the Collateral Agent’s obligations under this Agreement, (iii) maintain a 100% limited liability company interest in the Collateral Agent and (iv) comply with, and take all actions necessary or advisable to avoid a violation of, the HTD LLC Agreement.

(d)Power of Attorney.  The Collateral Agent appoints the Administrative Agent as the Collateral Agent’s attorney-in-fact, with full power of substitution to exercise all rights of the Collateral Agent under this Agreement and the other Basic Documents.  This power of attorney, and all authority given, under this Section 8.1(d) is revocable and is given solely to facilitate the performance of the Administrative Agent’s obligations under this Agreement and may only be used by the Administrative Agent consistent with this Agreement.  On request of the Administrative Agent, the Collateral Agent will furnish the Administrative Agent with written powers of attorney and other documents to enable the Administrative Agent to perform its obligations under this Agreement.

Section 8.2.Administrative Agent’s Obligations.

(a)Standard of Care.  If a Facility Event of Default or an Exchange Note Event of Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested to it under this Agreement using the same degree of care and as a prudent person would use under the circumstances in the conduct of that person’s own affairs.

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(b)Obligations; Reliance.  Except during the continuance of a Facility Event of Default or an Exchange Note Event of Default:

(i)the Administrative Agent agrees to perform the obligations and only the obligations stated in this Agreement and no implied covenants or obligations are to be read into this Agreement; and

(ii)in the absence of willful misconduct, bad faith or negligence on its part, the Administrative Agent may conclusively rely, for the truth of the statements and the correctness of the opinions furnished to it, on certificates or opinions furnished to it and, if required by this Agreement, conforming to the requirements of this Agreement.  The Administrative Agent will examine the certificates and opinions to determine whether or not they conform to the requirements, if any, of this Agreement.

(c)Administrative Agent Liable.  The Administrative Agent will not be relieved from liability for its own willful misconduct, bad faith or negligence, except that:

(i)this Section 8.2(c) does not limit Section 8.2(b);

(ii)the Administrative Agent will not be liable for an error of judgment made in good faith unless it is proved that the Administrative Agent was negligent in determining the relevant facts; and

(iii)the Administrative Agent will not be liable for any action taken or not taken in good faith according to this Agreement or a direction received by it from the Lender or an Exchange Noteholder for the exercise of remedies under Article VI.

(d)Not Liable for Interest.  The Administrative Agent will not be liable for interest on any amounts received by it, except as the Administrative Agent may agree with the Borrowers.

(e)Not Required to Segregate.  The Administrative Agent need not segregate any funds held by it in trust under this Agreement from other funds unless required by law, this Agreement, an Exchange Note Supplement or a Servicing Supplement.

(f)Section Governs.  The terms of this Agreement relating to the conduct of the Administrative Agent, the liability of the Administrative Agent or giving protection to the Administrative Agent are subject to this Section 8.2.

(g)No Deemed Knowledge.  The Administrative Agent will not be deemed to have knowledge of a Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default unless (i) a Responsible Person of the Administrative Agent has knowledge of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default or (ii) it has received notice of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.

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Section 8.3.Administrative Agent’s Rights.

(a)Reliance on Documents.  The Administrative Agent may rely on any document believed by it to be genuine and which appears on its face to be properly executed and signed or presented by the proper Person.  The Administrative Agent is not required to investigate any facts or matters or to verify any calculations or amounts stated in any document.  The Administrative Agent will not be liable for any action taken or not taken in good faith in reliance on a document believed by it to be genuine.

(b)Reliance on Opinions.  Before the Administrative Agent acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel.  The Administrative Agent will not be liable for action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)Use of Agents.  The Administrative Agent may exercise the trusts or powers under this Agreement or perform obligations under this Agreement either directly or by or through agents or attorneys or a custodian or nominee, and the Administrative Agent will not be responsible for misconduct or negligence on the part of, or for the supervision of, any agent, counsel, custodian or nominee appointed with due care by it under this Agreement.

(d)Good Faith.  The Administrative Agent will not be liable for any action taken or not taken in good faith which it believes to be authorized or within its rights or powers so long as the action taken or not taken does not amount to negligence.

(e)Advice from Counsel.  The Administrative Agent may consult with counsel, accountants or other experts, and the advice or opinion of counsel, accountants or other experts on any matters relating to this Agreement will be full and complete authorization and protection from liability for any action taken or not taken by it under this Agreement in good faith and according to the advice or opinion of that counsel, accountant or expert.

(f)Not Required to Pay or Risk Funds.  The Administrative Agent is not obligated to (i) exercise the rights or powers under this Agreement or to pay or risk funds or incur any financial liability in the performance of its obligations under this Agreement if it has reasonable grounds to believe that payment of such funds or adequate indemnity satisfactory to it against that risk or liability is not reasonably assured or given to it or (ii) honor the request, demand or direction of Exchange Noteholders under this Agreement, unless the Exchange Noteholders have offered to the Administrative Agent reasonable security or indemnity satisfactory to it for the reasonable expenses that might be incurred by the Administrative Agent in complying with the request or direction.

(g)Force Majeure.  The Administrative Agent will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems.  The Administrative Agent will use reasonable efforts

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consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(h)Consequential Damages.  The Administrative Agent will not be responsible or liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Administrative Agent has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 8.4.Administrative Agent’s Individual Rights.  The Administrative Agent, in its individual or another capacity, may deal with the Borrowers or their Affiliates with the same rights it would have if it were not the Administrative Agent.

Section 8.5.Administrative Agent’s Disclaimer.  The Administrative Agent will not be liable for (a) the validity or adequacy of this Agreement, any Exchange Note Supplement or any Exchange Notes, (b) the Borrowers’ use of the funds advanced under the Revolving Facility or (c) any statement of the Borrowers in this Agreement.

Section 8.6.Compensation and Indemnity.

(a)Collateral Agent’s Fees.  The Lender will pay the Collateral Agent as compensation for performing its obligations under this Agreement a fee separately agreed to by the Lender and the Collateral Agent.  The Lender will reimburse the Collateral Agent for its reasonable expenses in performing its obligations under this Agreement, including costs of collection and the reasonable fees and expenses of the Collateral Agent’s agents, counsel and accountants, but excluding expenses resulting from the Collateral Agent’s willful misconduct, negligence or bad faith.

(b)Administrative Agent’s Fees.  The Lender will pay the Administrative Agent as compensation for performing its obligations under this Agreement a fee separately agreed to by the Lender and the Administrative Agent.  This fee may be paid net of any fee payable from the Administrative Agent to Ford Credit, as Collection Agent Administrator.  The Lender will reimburse the Administrative Agent for its reasonable expenses in performing its obligations under this Agreement, including costs of collection and the reasonable fees and expenses of the Administrative Agent’s agents, counsel and accountants, but excluding expenses resulting from the Administrative Agent’s willful misconduct, negligence or bad faith.

(c)Indemnification.  The Borrowers will indemnify the Collateral Agent, the Administrative Agent and their respective officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the administration of and performance of their obligations under this Agreement (including the fees and expenses of defending themselves against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the Borrowers’ indemnification obligations), but excluding any fee, expense, loss, damage or liability resulting from their willful misconduct, bad faith or negligence or breach of its representations or warranties in this Agreement.

(d)Proceedings.  If an Indemnified Person receives notice of the start of a Proceeding against it, the Indemnified Person will, if a claim under the Proceeding will be made under this

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Section 8.6, promptly notify the Borrowers of the Proceeding.  The Borrowers may participate in and assume the defense and settlement of the Proceeding at their expense.  If the Borrowers notify the Indemnified Person of their intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Borrowers assume the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Borrowers will not be liable for legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Borrowers and the Indemnified Person.  If there is a conflict, the Borrowers will pay for the separate counsel to the Indemnified Person.  No settlement of the Proceeding may be made without the approval of the Borrowers and the Indemnified Person, which approvals will not be unreasonably withheld.

(e)Survival of Obligations.  The Borrowers’ obligations to the Collateral Agent and the Administrative Agent under this Section 8.6 will survive the resignation or removal of the Collateral Agent or the Administrative Agent and the termination of this Agreement.  Expenses incurred after the occurrence of an Exchange Note Event of Default stated in Section 6.4(a)(v) are intended to be expenses of administration under the Bankruptcy Code or other applicable federal or State bankruptcy, insolvency or similar law.

(f)Repayment.  If a Borrower makes a payment to an Indemnified Person under this Section 8.6 and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Borrower.

(g)Available Funds.  Payments required to be made by the Borrowers under this Section 8.6 will be made solely from funds used to make payments under this Agreement and each Exchange Note Supplement.

Section 8.7.Resignation or Removal of Administrative Agent.

(a)Resignation.  The Administrative Agent may resign by notifying the Lender.

(b)Optional Removal by Lender.  The Lender may, without cause, remove the Administrative Agent and terminate its rights and obligations under this Agreement by notifying the Administrative Agent and the Borrowers.

(c)Mandatory Removal by Lender.  The Borrowers must remove the Administrative Agent and terminate its rights and obligations under this Agreement if:

(i)the Administrative Agent fails to comply with the eligibility requirements in Section 8.9;

(ii)the Administrative Agent becomes legally unable to act or incapable of acting as Administrative Agent; or

(iii)an Insolvency Event for the Administrative Agent occurs.

(d)Appointment of Successor.  If the Administrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent, the Borrowers or the Lender will appoint a successor Administrative Agent promptly.  If a successor Administrative Agent does

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not take office within 60 days after the Administrative Agent resigns or is removed, the Administrative Agent, the Borrowers or the Lender may petition a court of competent jurisdiction to appoint a successor Administrative Agent.

(e)Acceptance of Appointment.  No resignation or removal of the Administrative Agent will become effective until the acceptance of appointment by the successor Administrative Agent under this Section 8.7.  Any successor Administrative Agent will deliver a written acceptance of its appointment to the Administrative Agent, the Collateral Agent, the Borrowers and the Lender.  The Borrowers will continue to pay amounts owed to the predecessor Administrative Agent for the period it was Administrative Agent according to Section 8.6.  The successor Administrative Agent will notify the Exchange Noteholders of its succession.

(f)Transition of Administrative Agent Obligations.  On the resignation or removal of the Administrative Agent becoming effective under Section 8.7(e), all rights, powers and obligations of the Administrative Agent under this Agreement will become the rights, powers and obligations of the successor Administrative Agent.  The predecessor Administrative Agent will promptly transfer all property held by it as Administrative Agent to the successor Administrative Agent.  The Borrowers will reimburse the Administrative Agent and any successor Administrative Agent for expenses related to the replacement of the Administrative Agent.

Section 8.8.Merger or Consolidation; Transfer of Assets.  If the Administrative Agent merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Administrative Agent so long as that Person is qualified and eligible under Section 8.9.  The Administrative Agent will promptly notify the Borrowers, the Collateral Agent and the Lender of the succession.

Section 8.9.Eligibility.  The Administrative Agent or its parent must have a combined capital and surplus of at least $50,000,000 as stated in its most recent annual published report of condition, must have a long-term unsecured debt rating of investment grade by each of S&P and Moody’s and must not be Ford Credit or an Affiliate of Ford Credit.

Section 8.10.Review of Records.  Each of the Collateral Agent and the Administrative Agent agree that, with reasonable advance notice, it will permit authorized representatives of the Borrowers, the Servicer or the Collateral Agent Administrator, during the Collateral Agent’s or the Administrative Agent’s normal business hours, to have access to and review the books of account, records, reports and other documents and materials of the Collateral Agent or the Administrative Agent relating directly and solely to (a) the performance of the obligations of the Collateral Agent or the Administrative Agent under this Agreement, (b) the payments of fees and expenses of the Collateral Agent or the Administrative Agent for its performance and (c) any claim made by the Collateral Agent or the Administrative Agent under this Agreement.  In addition, the Collateral Agent or the Administrative Agent will permit those representatives to make copies and extracts of the books and records and to discuss the same with the Collateral Agent’s or the Administrative Agent’s officers and employees.  Any access and review will be subject to the Collateral Agent’s and the Administrative Agent’s confidentiality and privacy policies.  The Collateral Agent and the Administrative Agent will maintain all books, records,

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reports and other documents and materials for a period of two years after the termination of its obligations under this Agreement.

Section 8.11.Collateral Agent’s Representations and Warranties.  The Collateral Agent represents and warrants to the Borrowers as of the date of this Agreement:

(a)Organization and Qualification.  The Collateral Agent is duly organized and validly existing as a limited liability company in good standing under the laws of Delaware.  The Collateral Agent 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 the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Collateral Agent’s ability to perform its obligations under the Basic Documents to which it is a party.

(b)Power, Authority and Enforceability.  The Collateral Agent has the power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party.  The Collateral Agent has authorized the execution, delivery and performance of the Basic Documents to which it is a party.  Each of the Basic Documents to which it is a party is the legal, valid and binding obligation of the Collateral Agent enforceable against the Collateral Agent, 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 completion of the transactions under the Basic Documents to which it is a party, and the performance of its obligations under such documents, will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Collateral Agent is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Collateral Agent’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Collateral Agent’s organizational documents or by-laws or (iv) violate a law or, to the Collateral Agent’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Collateral Agent or its properties that applies to the Collateral Agent, which, in each case, would reasonably be expected to have a material adverse effect on the Collateral Agent’s ability to perform its obligations under the Basic Documents to which it is a party.

(d)No Proceedings.  To the Collateral Agent’s knowledge, there are no proceedings or investigations pending or threatened in writing before a court or other governmental authority having jurisdiction over the Collateral Agent or its properties: (i) asserting the invalidity of the Basic Documents to which it is a party, (ii) seeking to prevent the completion of any of the transactions contemplated by the Basic Documents to which it is a party or (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Collateral Agent’s ability to perform its obligations under, or the validity or enforceability of, the Basic Documents to which it is a party.

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Section 8.12.Administrative Agent’s Representations and Warranties.  The Administrative Agent represents and warrants to the Borrowers as of the date of this Agreement:

(a)Organization and Qualification.  The Administrative Agent is duly organized and validly existing as a national banking association in good standing under the laws of the United States.  The Administrative Agent is qualified as a banking institution 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 the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Administrative Agent’s ability to perform its obligations under the Basic Documents to which it is a party.

(b)Power, Authority and Enforceability.  The Administrative Agent has the power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party.  The Administrative Agent has authorized the execution, delivery and performance of the Basic Documents to which it is a party.  Each of the Basic Documents to which it is a party is the legal, valid and binding obligation of the Administrative Agent enforceable against the Administrative Agent, 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 completion of the transactions under the Basic Documents to which it is a party, and the performance of its obligations under such documents, will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Administrative Agent is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Administrative Agent’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Administrative Agent’s organizational documents or by-laws or (iv) violate a law or, to the Administrative Agent’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Administrative Agent or its properties that applies to the Administrative Agent, which, in each case, would reasonably be expected to have a material adverse effect on the Administrative Agent’s ability to perform its obligations under the Basic Documents to which it is a party.

(d)No Proceedings.  To the Administrative Agent’s knowledge, there are no proceedings or investigations pending or threatened in writing before a court or other governmental authority having jurisdiction over the Administrative Agent or its properties: (i) asserting the invalidity of the Basic Documents to which it is a party, (ii) seeking to prevent the completion of any of the transactions contemplated by the Basic Documents to which it is a party or (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Administrative Agent’s ability to perform its obligations under, or the validity or enforceability of, the Basic Documents to which it is a party.

Section 8.13.Dissolution of Collateral Agent.  Following the termination of this Agreement, the Administrative Agent will, on direction of the Borrowers, dissolve the Collateral Agent under the laws of the State of Delaware and the HTD LLC Agreement.

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ARTICLE IX
OTHER AGREEMENTS

Section 9.1.Compliance Certificates and Opinions.  On direction of or request by the Borrowers to the Collateral Agent or the Administrative Agent to take action under this Agreement or any other Basic Document, the Borrowers will furnish to the Collateral Agent and/or the Administrative Agent (a) an Officer’s Certificate stating that all conditions in this Agreement or such other Basic Document for the proposed action have been satisfied and (b) an Opinion of Counsel stating that in the opinion of that counsel those conditions have been satisfied.

Section 9.2.No Petition.  Each party and each Exchange Noteholder, by accepting the related Exchange Note, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all Secured Obligations, including all Exchange Notes, and any other Securities, it will not start or pursue against, or join any other Person in starting or pursuing against, either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law.  This Section 9.2 will survive the termination of this Agreement.

Section 9.3.Borrowers’ Obligation Only.  The Borrowers’ obligations under this Agreement, the Exchange Note Supplements and the Exchange Notes are solely the Borrowers’ obligations and do not represent an obligation, or interest in any assets, of the Servicer, the Holding Companies, the Collateral Agent, the Administrative Agent or any other Person, or of any member, manager, officer, director, employee or agent of the Borrowers in their individual capacities.

Section 9.4.Limited Recourse; Subordination of Claims.

(a)Limited Recourse of Secured Parties.  The Collateral Agent, the Administrative Agent and the Lender, by entering into this Agreement, and each Exchange Noteholder, by accepting an Exchange Note, acknowledge and agree that:

(i)a claim against the Borrowers for Secured Obligations under this Agreement by (A) the Collateral Agent will be limited in recourse to the Borrowers’ assets allocated to the Collateral Specified Interest, (B) the Lender will be limited in recourse to the Borrowers’ assets allocated to the Revolving Facility Pool and (C) except for funds allocated to the Exchange Noteholder under Article VII and each related Exchange Note Supplement, an Exchange Noteholder will be limited in recourse to the Borrowers’ assets allocated to the related Reference Pool; and

(ii)none of the Collateral Agent, the Lender or an Exchange Noteholder (or the Administrative Agent on behalf of any of them) has any right, title or interest in or to any assets of the Borrowers other than as described in clause (i), including (A) for each of them, assets allocated to a Specified Interest of a Borrower other than the Collateral Specified Interest, (B) for the Lender, assets allocated to any Reference Pool and (C) for an Exchange Noteholder, assets allocated to the Revolving Facility Pool or any other

35

Reference Pool (for each of the Collateral Agent, the Lender or an Exchange Noteholder, as applicable, “Other Borrower Assets”).

(b)Subordination Agreement.  If the Collateral Agent, the Lender or an Exchange Noteholder (or the Administrative Agent on behalf of any of them) either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Collateral Agent, the Administrative Agent, the Lender and each Exchange Noteholder further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Borrowers (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distribution under applicable law, including insolvency laws, and whether or not asserted against the Borrowers), in each case, including the payment of post-petition interest on those other obligations and liabilities.  This Section 9.4(b) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Collateral Agent, the Administrative Agent, the Lender and each Exchange Noteholder further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 9.4 and this Section 9.4 may be enforced by an action for specific performance.

(c)Election under Bankruptcy Code.  The Collateral Agent, the Administrative Agent and the Lender, by entering into this Agreement, each Exchange Noteholder, by accepting an Exchange Note, irrevocably makes the election provided to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment provided by Section 1111(b)(2) of the Bankruptcy Code for a secured claim that Person may have against Other Borrower Assets, including (i) for each of them, assets allocated to a Specified Interest of a Borrower other than the Collateral Specified Interest, (ii) for the Lender, assets allocated to any Reference Pool and (iii) for an Exchange Noteholder, assets allocated to the Revolving Facility Pool or any other Reference Pool.

(d)Third Party Benefit.  This Section 9.4 is for the third party benefit of the holders, pledgees or other beneficiaries of Other Borrower Liabilities and will survive the termination of this Agreement.

Section 9.5.Obligations of Collateral Agent and Administrative Agent.  No recourse may be taken, directly or indirectly, for the obligations of the Collateral Agent and the Administrative Agent under this Agreement or a certificate or other writing delivered for this Agreement, against (a) the Collateral Agent or the Administrative Agent, each in its individual capacity, (b) each partner, owner, beneficiary, agent, officer, director, employee or agent of the Collateral Agent or the Administrative Agent, each in its individual capacity or (c) each holder of a beneficial interest in the Collateral Agent or the Administrative Agent, each in its individual capacity.  The Collateral Agent and the Administrative Agent have none of these obligations in their individual capacities.

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ARTICLE X
MISCELLANEOUS

Section 10.1.Amendments.

(a)General Amendments.  Without the consent of the Exchange Noteholders, the parties may amend this Agreement or any Exchange Note Supplement:

(i)to correct or expand the description of property subject to the Lien of this Agreement, or better to assure, convey and confirm to the Collateral Agent property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this Agreement;

(ii)to evidence the succession of any other Person to a Borrower, and the assumption by the successor of the obligations of the Borrower in this Agreement, the Exchange Note Supplements and in the Exchange Notes;

(iii)to add to the covenants of the Borrowers, for the benefit of the Lender and the Exchange Noteholders, or to surrender a right or power given to the Borrowers in this Agreement and the Exchange Note Supplements;

(iv)to transfer, assign, mortgage or pledge property to or with the Collateral Agent;

(v)to clarify an ambiguity, correct an error or correct or supplement any term in this Agreement or an Exchange Note Supplement inconsistent with another term in this Agreement or the Exchange Note Supplement or to add provisions which are not inconsistent with the provisions of this Agreement or an Exchange Note Supplement if the action does not have a material adverse effect on the interests of the Exchange Noteholders; or

(vi)to evidence the acceptance of the appointment under this Agreement of a successor Collateral Agent or Administrative Agent.

(b)Amendments without Material Adverse Effect.  Without the consent of the Exchange Noteholders, the parties may amend this Agreement or an Exchange Note Supplement to add terms to, to change or eliminate the terms of, or to modify the rights of the Exchange Noteholders under, this Agreement or the Exchange Note Supplement, if:

(i)the Borrowers deliver to the Collateral Agent and the Administrative Agent an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Exchange Notes; and

(ii)the Borrowers deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code or (B) cause a Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

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(c)Amendments with Consent of Exchange Noteholders.  With the consent of all Exchange Noteholders (for amendments to this Agreement) or the related Exchange Noteholder (for amendments to an Exchange Note Supplement), the parties may amend this Agreement or an Exchange Note Supplement to add terms to, to change or eliminate terms of, or to modify the rights of the Exchange Noteholders under, this Agreement or the Exchange Note Supplement if the Borrowers deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment will not (i) cause any Note to be considered sold or exchanged for purposes of Section 1001 of the Code or (ii) cause a Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(d)Exchange Noteholder Consent.  For any amendment to this Agreement or an Exchange Note Supplement or any other Basic Document requiring the consent of the Exchange Noteholders, the Administrative Agent will, when directed by the Borrowers, notify the Exchange Noteholders to request consent and follow its reasonable procedures to obtain consent.

(e)Form; Authorization; Reliance.  Each amendment will be in form reasonably satisfactory to the Administrative Agent.  The Collateral Agent and the Administrative Agent are authorized to execute the amendment and any other agreements required by the amendment.  For any amendment, the Administrative Agent may request, and the Borrowers will deliver, an Opinion of Counsel stating that the amendment is permitted by this Agreement and that all conditions to the amendment have been satisfied.

(f)Collateral Agent and Administrative Agent Not Obligated.  Neither the Collateral Agent nor the Administrative Agent is obligated to enter into an amendment that adversely affects their rights, powers, obligations, or liabilities under this Agreement or an Exchange Note Supplement.

Section 10.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.

Section 10.3.Notices.

(a)Notices to Parties.  All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be considered received by the recipient:

(i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

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

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

38

(iv)for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b)Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient stated in Schedule A, which address the party may change by notifying the other parties.

(c)Notices to Exchange Noteholders.  Notices to an Exchange Noteholder will be considered received by the Exchange Noteholder, for overnight delivery, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Exchange Noteholder at its address in the Exchange Note Register.

Section 10.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, EXCEPT THAT, UNDER SECTION 3809 OF TITLE 12 OF THE DELAWARE CODE, THE DOCTRINE OF MERGER WILL NOT BE APPLICABLE TO THIS AGREEMENT.

Section 10.5.Submission to Jurisdiction.  The Administrative Agent submits to the nonexclusive jurisdiction of a United States District Court sitting in Delaware and of a Delaware State Court for legal proceedings relating to this Agreement or any Exchange Note Supplement.  The Administrative Agent irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding relating to this Agreement or any Exchange Note Supplement brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

Section 10.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY EXCHANGE NOTE SUPPLEMENT.

Section 10.7.No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement or any Exchange Note Supplement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement and any Exchange Note Supplement are in addition to any powers, rights and remedies under law.

Section 10.8.Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

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

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Section 10.10.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and the counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:
	CAB EAST LLC,
		as a Borrower and a Titling Company
	By:		/s/ Susan J. Thomas
		Name:	Susan J. Thomas
		Title:	Secretary
	CAB WEST LLC,
		as a Borrower and a Titling Company
	By:		/s/ Susan J. Thomas
		Name:	Susan J. Thomas
		Title:	Secretary
	FORD MOTOR CREDIT COMPANY,
		as Lender and as Servicer
	By:		/s/ Susan J. Thomas
		Name:	Susan J. Thomas
		Title:	Secretary

[Signature Page to Credit and Security Agreement (2d A&R)]

			U.S. BANK NATIONAL ASSOCIATION,
				not in its individual capacity
				but solely as Administrative Agent
			By:		/s/ Melissa A. Rosal
				Name:	Melissa A. Rosal
				Title:	Vice President
			HTD LEASING LLC,
				as Collateral Agent
			By:		/s/ Melissa A. Rosal
				Name:	Melissa A. Rosal
				Title:	Vice President
Acknowledged and agreed
	with respect to Section 1.3:
FCALM, LLC,
	as Exiting Borrower
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Credit and Security Agreement (2d A&R)]

Schedule A

Notice Addresses

1.If to Ford Credit, in its individual capacity or as Lender, Servicer, Custodian and Collateral Agent Administrator:

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Securitization Operations Supervisor

Telephone:  (313) 248-9379

Email: FDSecops@ford.com

With a copy to:

Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention:  Corporate Secretary

Telephone:  (313) 323-1200

Fax:  (313) 337-1160

2.If to the Borrowers or the Titling Companies:

CAB East LLC

CAB West LLC

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone:  (313) 594-3495

Email: FSPEMgt@ford.com

With a copy to:

Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention:  Corporate Secretary

Telephone:  (313) 323-1200

Fax:  (313) 337-1160

SA-1

3.If to the Administrative Agent:

U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, Illinois 60603
Attention: Ford Lease Collateral Agency
Telephone: (312) 332-7496
Facsimile: (312) 332-7996

4.If to the Collateral Agent:

HTD Leasing LLC
c/o U.S. Bank National Association
190 South LaSalle Street
7th Floor
Chicago, Illinois 60603
Attention: Ford Lease Collateral Agency
Telephone: (312) 332-7496
Facsimile: (312) 332-7996

SA-2

Schedule B

Amended and Restated Terms

For Exchange Notes issued before the date of this Agreement, the following terms and section references in the related Exchange Note Basic Documents that refer to the Existing Agreement will be deemed to refer to the following terms and section references in this Agreement.

Existing Agreement	This Agreement
Article VIII	Section 8.6(c) through (g)
Article IX	Section 10.1
Section 4.01, 4.02, 4.04, 6.04	Section 4.1, 4.2, 4.4, 6.4, respectively
Section 3.01(c)	Section 8.6(a)
Section 6.05, 6.05(a)(ii)(z)	Section 6.6, 6.6(a)(iii), respectively
Section 7.05	Section 8.6(b)
Section 10.02	Section 7.2
Section 10.04	Section 7.4
Certificate	Not applicable
Collateral	Borrower Collateral
Collateral Leases	Leases
Collateral Leased Vehicles	Leased Vehicles
Credit and Collection Policy	Servicing Procedures and Underwriting Procedures
Exchange Note Default	Exchange Note Event of Default
Exchange Note Servicer Event of Default	Reference Pool Servicer Termination Event
Facility Default	Facility Event of Default
Facility Servicer Event of Default	Not applicable
FCALM	Not applicable
Holder	Not applicable
Intercreditor Agreement	Not applicable
Local Fees and Taxes	local fees and taxes
Posted	applied on the Lease
Titling Company Agreement	Titling Company LLC Agreement
Total Payment	scheduled payment

SB-1

Appendix A to the
Credit and Security Agreement

Usage and Definitions

Usage

The following usage rules apply to this Appendix, each document that incorporates this Appendix and any document delivered under any such document:

(a)The term “document” includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form.

(b)Accounting terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting principles, international financial reporting standards or other applicable accounting principles in effect in the United States on the date of the document that incorporates this Appendix.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which the reference appears.

(d)Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document.

(e)Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations promulgated under the statute and any judicial and administrative interpretations of the statute.

(f)References to “law” or “applicable law” in this Appendix or in any document that incorporates this Appendix include all rules and regulations enacted under such law.

(g)The calculation of any amount as of the Cutoff Date will be determined as of the open of business on that day before the application or processing of any funds, payments and other transactions on that day.  The calculation of any amount for any other day will be determined, unless otherwise stated, as of the close of business on that day after the application or processing of any funds, payments and other transactions on that day.

(h)References to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.

(i)The terms defined in this Appendix apply to the singular and plural forms of those terms.

AA-1

(j)The term “including” means “including without limitation.”

(k)References to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.

(l)In the computation of periods of time from one date to or through a later date, the word “from” means “from and including,” the word “to” means “to but excluding” and the word “through” means “to and including.”

(m)Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

(n)References to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year, respectively.

(o)No Person will be deemed to have “knowledge” of a particular event or occurrence for purposes of any document that incorporates this Appendix, unless either (i) a Responsible Person of the Person has knowledge of the event or occurrence or (ii) the Person has received notice of the event or occurrence according to any Basic Document.

Definitions

“Adjusted Capitalized Cost” means, for a Lease, (a) the sum of (i) the agreed on value of the related Leased Vehicle, plus (ii) any items the Lessee agrees to pay over the original term of the Lease, minus (b) any amounts paid by the Lessee that reduce the amount in clause (a).

“Administrative Agent” means U.S. Bank, not in its individual capacity but solely as Administrative Agent under the Credit and Security Agreement.

“Advance” has the meaning stated in Section 2.1(a) of the Credit and Security Agreement.

“Advance Payment Plan Lease” means a Lease that was paid in full at the time it was originated.

“Advance Rate” means 90%, as may be increased or decreased according to Section 2.6(a) of the Credit and Security Agreement.

“Affiliate” means, for a specified Person, another Person directly or indirectly controlling, controlled by, or under direct or indirect common control with the specified Person.  For the purposes of this definition, “control” when used with respect to a Person means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Bankruptcy Code” means the United States Bankruptcy Code, Title 11 of the United States Code.

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“Base Payment” means, for a Lease, an amount payable by the related Lessee monthly in advance that provides a fixed internal rate of return and amortizes the Adjusted Capitalized Cost of the Lease to the Contract Residual Value of the related Leased Vehicle at the Scheduled Lease End Date.

“Basic Documents” means:

(a)the Credit and Security Agreement;

(b)the Servicing Agreement;

(c)the HTD Administration Agreement;

(d)the Titling Company LLC Agreements;

(e)the Holding Company LLC Agreements;

(f)the HTD LLC Agreement; and

(g)the License Agreement.

“Borrower” means each of CAB East and CAB West, as borrowers under the Credit and Security Agreement.

“Borrower Collateral” means (a) the Leases, (b) the Leased Vehicles, (c) all Collections on the Leases and the Leased Vehicles, (d) rights to receive proceeds from claims on insurance companies for (i) insurance policies maintained under Section 5.15 of the Credit and Security Agreement and (ii) insurance covering the Leased Vehicle or Lessee, (e) Dealer Recourse for the Leases, (f) the Lease Files, (g) all “security entitlements” (as defined in Section 8-102 of the UCC) relating to the Revolving Facility Collection Account and all Exchange Note Collection Accounts and the property deposited in or credited to the Revolving Facility Collection Account and any of the Exchange Note Collection Accounts, (h) all present and future claims, demands, causes of action and choses in action relating to the property described above and (i) all payments on or under and proceeds of the property described above.

“Borrowing Base” means, as of the date of any Advance, the product of (a) the Advance Rate, times (b) the excess of (i) the aggregate Lease Balance of the Leases (including a Lease to be acquired with the proceeds of the Advance and the Leases allocated to Reference Pools on that date), over (ii) the aggregate principal balance of the Exchange Notes on that date (after giving effect to payment of principal on the Exchange Notes on that date).

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, St. Paul, Minnesota or Chicago, Illinois are authorized or obligated by law or executive order to close.

“CAB East” means CAB East LLC, a Delaware limited liability company.

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“CAB East LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of December 1, 2015, by CAB East Holdings, as member.

“CAB East Holdings” means CAB East Holdings, LLC, a Delaware limited liability company.

“CAB West” means CAB West LLC, a Delaware limited liability company.

“CAB West LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of December 1, 2015, by CAB West Holdings, as member.

“CAB West Holdings” means CAB West Holdings, LLC, a Delaware limited liability company.

“Certificate of Title” means the certificate of title of a Leased Vehicle.

“Closing Date” means July 22, 2005.

“Code” means the Internal Revenue Code of 1986.

“Collateral Agent” means HTD, as Collateral Agent under the Credit and Security Agreement.

“Collateral Agent Administrator” means Ford Credit, as Collateral Agent Administrator under the HTD Administration Agreement.

“Collateral Specified Interest” means, for each Borrower, the Specified Interest designated according to the related Titling Company LLC Agreement as a “Collateral Specified Interest.”

“Collection Period” (a) for the Revolving Facility Pool, means each month and (b) for a Reference Pool, has the meaning stated in the related Exchange Note Supplement.  For a Payment Date, the related Collection Period means the Collection Period before the Payment Date.

“Collections” means, for a Collection Period and the Revolving Facility Pool and, unless otherwise stated in the related Exchange Note Supplement or Servicing Supplement, a Reference Pool, all amounts applied on the Leases and Leased Vehicles in the Revolving Facility Pool or the Reference Pool, as applicable, during that Collection Period, including all amounts applied from the Lessees on the related Leases and all amounts applied that relate to the sale or other disposition of the related Leased Vehicles, but excluding any such amounts used by the Servicer to pay sales and use and/or monthly rental receipts tax and to offset personal property and ad valorem taxes and other administrative costs.

“Contract Rate” means, for a Lease, the internal rate of return used to calculate the Base Payment.

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“Contract Residual Value” means, for a Lease, the dollar amount stated in the Lease as the value of the related Leased Vehicle at the Scheduled Lease End Date, which amount may be adjusted if the Lease is extended.

“Corporate Trust Office” means, for the Administrative Agent:

(a)for administration of the Credit and Security Agreement:

U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, Illinois 60603
Fax:  (312) 332-7996
Telephone:  (312) 332-7496

(b)for Exchange Note Registrar services:

U.S. Bank National Association
111 Fillmore Street
St. Paul, Minnesota 55107-1402
Attn:  Bondholder Services

or, in each case, at another address designated by that Person by notice to the Borrowers, the Servicer and each Exchange Noteholder.

“Credit and Security Agreement” means the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent, and Ford Credit, as Lender and as Servicer, as supplemented by Exchange Note Supplements.

“Custodian” means Ford Credit, in its capacity as custodian of the Lease Files.

“Cutoff Date” means, for an Exchange Note and the related Reference Pool, the date stated in the related Exchange Note Supplement.

“Dealer” means, for a Lease, the dealer who originated and assigned the Lease to a Titling Company.

“Dealer Recourse” means, for a Lease or Leased Vehicle, recourse rights against the originating Dealer.

“Eligible State” means, for a Titling Company, each State in which the Titling Company is, if required by applicable law, qualified, licensed and approved to hold title or other evidence of an interest in a Leased Vehicle.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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“Excess Mileage” means, for a Leased Vehicle, the amount assessed under the related Lease for the excess of the number of miles that the Leased Vehicle has been driven over the number of miles the Leased Vehicle may be driven during the term of the Lease without an excess mileage charge, whether or not the assessed amount is waived or collected.

“Excess Wear and Use” means, for a Leased Vehicle, the amount assessed under the related Lease for damages to the Leased Vehicle that are not the result of normal wear and use, whether or not the assessed amount is waived or collected.

“Exchange Note” has the meaning stated in Section 4.1(a) of the Credit and Security Agreement.

“Exchange Note Allocation Percentage” means, for an Exchange Note and a date, a fraction expressed as a percentage, with (a) a numerator equal to the Exchange Note Balance of the Exchange Note and (b) a denominator equal to the sum of (i) the Revolving Facility Balance, plus (ii) the aggregate of the Exchange Note Balances of the Exchange Notes.

“Exchange Note Balance” means, for an Exchange Note, the initial principal balance minus all amounts paid on the Exchange Note as principal.

“Exchange Note Basic Documents” means, for an Exchange Note, the related Exchange Note Supplement, the related Servicing Supplement and any other document stated as a “Transaction Document” in the related Exchange Note Supplement.

“Exchange Note Collection Account” means the account established for an Exchange Note and a Reference Pool under Section 5.1(b) of the Servicing Agreement and the related Servicing Supplement.

“Exchange Note Default” means, for an Exchange Note, any occurrence that with notice or passage of time or both would become an Exchange Note Event of Default.

“Exchange Note Event of Default” has the meaning stated in Section 6.4(a) of the Credit and Security Agreement.

“Exchange Note Interest Payment Amount” means, for an Exchange Note and a Payment Date, the interest due and owing on the Exchange Note for the Payment Date according to the related Exchange Note Supplement.

“Exchange Note Interest Period” has, for an Exchange Note, the meaning stated in the related Exchange Note Supplement.

“Exchange Note Interest Rate” has, for an Exchange Note, the meaning stated in the related Exchange Note Supplement.

“Exchange Note Issuance Date” has the meaning stated in Section 4.2(d)(i) of the Credit and Security Agreement.

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“Exchange Note Principal Payment Amount” means, for an Exchange Note and a Payment Date, the amount owing as principal of the Exchange Note for the Payment Date according to the related Exchange Note Supplement.

“Exchange Note Purchase Price” means, for an Exchange Note, the amount payable for the redemption of the Exchange Note as stated in the related Servicing Supplement.

“Exchange Note Redemption Date” means, for an Exchange Note, the date on which the redemption of the Exchange Note is to occur under the related Servicing Supplement.

“Exchange Note Register” and “Exchange Note Registrar” have the meanings stated in Section 4.3 of the Credit and Security Agreement.

“Exchange Note Supplement” has the meaning stated in Section 4.1(a) of the Credit and Security Agreement.

“Exchange Noteholder” means the Person in whose name an Exchange Note is registered on the Exchange Note Register.

“Facility Amount” means $30,000,000,000, as increased or decreased under Section 2.5 of the Credit and Security Agreement.

“Facility Default” means any occurrence that with notice or the passage of time or both would become a Facility Event of Default.

“Facility Event of Default” has the meaning stated in Section 6.1(a) of the Credit and Security Agreement.

“Facility Termination Date” means the 20th anniversary of the Closing Date, as that date may be extended according to Section 2.4 of the Credit and Security Agreement.

“Final Scheduled Payment Date” means, for an Exchange Note, the date stated in the Exchange Note or in the related Exchange Note Supplement as the fixed date that the final payment of principal on the Exchange Note is due and payable.

“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“Grant” means to mortgage, pledge, assign and to grant a lien on and a security interest in the relevant property.

“Holding Company” means each of CAB East Holdings and CAB West Holdings.

“Holding Company LLC Agreement” means each of (a) the Second Amended and Restated Limited Liability Company Agreement of CAB East Holdings, dated as of November 1, 2004, as amended and restated as of December 1, 2015, between Ford Credit and CAB East Holdings, and (b) the Amended and Restated Limited Liability Company Agreement of CAB

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West Holdings, dated as of November 18, 2014, as amended and restated as of December 1, 2015, between Ford Credit and CAB West Holdings.

“HTD” means HTD Leasing LLC, a Delaware limited liability company.

“HTD Administration Agreement” means the Second Amended and Restated Administration Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015, between the Collateral Agent, the Administrative Agent and the Collateral Agent Administrator.

“HTD LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of HTD Leasing LLC, dated as of December 1, 2006, by U.S. Bank, as Member.

“Indemnified Person” has (a) for the Credit and Security Agreement, the meaning stated in Section 8.6(c) of the Credit and Security Agreement, (b) for the Servicing Agreement, the meaning stated in Section 6.3(a) of the Servicing Agreement and (c) for the HTD Administration Agreement, the meaning stated in Section 3.3(a) of the HTD Administration Agreement.

“Insolvency Event” means, for a Person, (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had entered against the Person an order for relief in any bankruptcy or insolvency proceeding, (d) the filing by the Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any law, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person’s assets, (f) the failure to obtain dismissal or a stay within 60 days of the start of or the filing by the Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Person in any proceeding against the Person seeking (i) reorganization, liquidation, dissolution or similar relief under any law or (ii) the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person’s assets or (g) the failure by the Person generally to pay its debts as they become due.

“Inter-Bank Rate” means, for the Revolving Facility and an Interest Period, the rate, as determined by the Lender, for U.S. dollar deposits for a period of three month which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the most-recent Interest Determination Date.  If the Reuters Screen LIBOR01 Page is not available or the three-month rate does not appear on an Interest Determination Date, the Lender and the Borrowers will agree on another method to determine the equivalent of the three-month rate.  All percentages resulting from any determination of the Inter-Bank Rate will be rounded to the nearest 1/100,000 of 1% (0.000001), with five one-millionths of a percentage point rounded upward.

“Interest Determination Date” means, for the Revolving Facility, two London Banking Days before (a) the Closing Date and (b) the first day of each month after the Closing Date.

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“Interest Period” means, for the Revolving Facility:

(a)for the first Payment Date, the period from and including the Closing Date to the last day of the month in which the Closing Date occurs;

(b)for each following Payment Date other than the final Payment Date, the calendar month immediately before the month in which the Payment Date occurs; and

(c)for the final Payment Date, the period from the first day of the calendar month immediately before the month in which the Payment Date occurs to the Payment Date.

“Investment Company Act” means the Investment Company Act of 1940.

“IRS” means the Internal Revenue Service.

“Lease” means a lease agreement for a motor vehicle entered into between a Lessee and a Dealer and assigned by the Dealer to a Titling Company and which has been allocated to the Collateral Specified Interest of the related Titling Company according to the related Titling Company LLC Agreement.

“Lease Balance” means, for a Lease and a Collection Period, the sum of the present values of (a) the Base Payments remaining after the end of the Collection Period and (b) the Contract Residual Value of the related Leased Vehicle, calculated using a discount rate equal to the related Contract Rate on the basis of a 360-day year of twelve 30-day months to the beginning of the Collection Period and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received and giving effect to any Payment Extension made on the Lease.

“Lease File” has the meaning stated in Section 3.9(b) of the Servicing Agreement.

“Leased Vehicle” means a motor vehicle, together with all attached items or accessories, subject to a Lease.

“Lender” means Ford Credit, in its capacity as Lender under the Credit and Security Agreement.

“Lessee” means the lessee of a Leased Vehicle under a Lease or any other Person who is obligated to make payments on the Lease.

“License Agreement” means the License Agreement dated as of July 22, 2005, among Ford Credit, as licensor, HTD Leasing LLC, as Collateral Agent and licensee, and U.S. Bank as Administrative Agent.

“Lien” means a security interest, lien, charge, pledge, equity or encumbrance.

“London Banking Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

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“Margin” means 0.50%, as may be increased or decreased according to Section 2.6(b) of the Credit and Security Agreement

“Monthly Investor Report” has the meaning stated in Section 3.4(b) of the Servicing Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“New York UCC” has the meaning stated in Section 5.2(b) of the Servicing Agreement.

“Officer’s Certificate” means, for a Person, a certificate signed by any officer of the Person.

“Opinion of Counsel” means a written opinion of counsel, which counsel is reasonably acceptable to the Administrative Agent.

“Other Borrower Assets” has the meaning stated in Section 9.4(a)(ii) of the Credit and Security Agreement.

“Other Borrower Liabilities” has the meaning stated in Section 9.4(b) of the Credit and Security Agreement.

“Outstanding” means, for the Exchange Notes as of any date, all Exchange Notes authenticated and delivered under an Exchange Note Supplement on or before that date except (a) Exchange Notes that has been cancelled by the Exchange Note Registrar or delivered to the Exchange Note Registrar for cancellation, (b) Exchange Notes for which an amount necessary to pay the Exchange Note has been deposited with the Administrative Agent for the related Exchange Noteholder and, if the Exchange Note is to be redeemed, notice of the redemption has been given under the Exchange Note Supplement and (c) Exchange Notes in exchange for or in place of which another Exchange Note has been authenticated and delivered under the Credit and Security Agreement unless proof satisfactory to the Administrative Agent is presented that the Exchange Note is held by a bona fide purchaser.  In determining whether Exchange Noteholders of the required aggregate Exchange Note Balance have made or given a request, demand, authorization, direction, notice, consent or waiver under any Basic Document, Exchange Notes owned by the Borrowers, the Servicer or their Affiliates will be considered not to be Outstanding.  However, Exchange Notes owned by the Borrowers, the Servicer or their Affiliates will be considered to be Outstanding if (i) no other Exchange Notes remain Outstanding or (ii) the Exchange Notes have been pledged in good faith and the pledgee establishes to the reasonable satisfaction of the Administrative Agent the pledgee’s right to act for the Exchange Notes and that the pledgee is not a Borrower, the Servicer or their Affiliates.

“Payment Date” means (a) for the Revolving Facility, the 15th day of each month or, if not a Business Day, the next Business Day and (b) for an Exchange Note, the date stated in the related Exchange Note Supplement.  For a Collection Period, the related Payment Date means the Payment Date following the end of the Collection Period.

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“Payment Extension” means, for a Lease other than an Advance Payment Plan Lease, an extension of the payment term by the Servicer by deferring the scheduled payment due in one or more months and extending the term of the Lease by the same number of months.

“Payment Extension Fee” means, for a Lease other than an Advance Payment Plan Lease and a Collection Period, the amount assessed to the related Lessee for a Payment Extension, whether or not the amount is waived or collected.

“Permitted Lien” means, for a Lease or Leased Vehicle, (a) a tax lien, mechanics’ lien or lien that attaches to a Lease or Leased Vehicle by operation of law and resulting solely from an action or omission of the related Lessee and (b) the Lien of the Collateral Agent under the Credit and Security Agreement.

“Person” means a legal person, including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, a department or agency of a government or any other entity.

“Proceeding” means a suit in equity, action at law or other judicial or administrative proceeding.

“QIB” has the meaning stated in Section 4.4(f)(ii) of the Credit and Security Agreement.

“Reference Pool” has the meaning stated in Section 4.1(b) of the Credit and Security Agreement.

“Reference Pool Servicer Termination Event” has the meaning stated in Section 7.3(a) of the Servicing Agreement.

“Reference Pool Servicing Fee” has, for a Reference Pool, the meaning stated in the related Servicing Supplement.

“Responsible Person”:

(a)for a Titling Company, has the meaning stated in the related Titling Company LLC Agreement;

(b)for the Servicer, means the individuals designated by the Servicer under Section 3.6(d) of the Servicing Agreement;

(c)for the Collateral Agent Administrator, means the individuals designated by the Collateral Agent Administrator under Section 2.7 of the HTD Administration Agreement; and

(d)for the Administrative Agent, means an officer in the Corporate Trust Office, including a vice president, assistant vice president, secretary, assistant secretary or another officer customarily performing functions similar to those performed by the officers listed above, having direct responsibility for the administration of the Credit and Security Agreement and, for a particular matter, any officer to whom

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the matter is referred because of the officer’s knowledge of and familiarity with the particular subject.

“Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Telerate Capital Markets Report (or another page that replaces it in that service for the purpose of displaying comparable rates or prices).

“Revolving Facility” means the uncommitted revolving credit facility by the Lender to the Borrowers under Article II of the Credit and Security Agreement.

“Revolving Facility Allocation Percentage” means, as of a date of determination, a fraction, expressed as a percentage, with a numerator equal to the Revolving Facility Balance and a denominator equal to the sum of (a) the Revolving Facility Balance, plus (b) the aggregate of the Exchange Note Balances of the Exchange Notes.

“Revolving Facility Balance” means, as of a date, the unpaid principal amount of the Advances outstanding under the Credit and Security Agreement.

“Revolving Facility Collection Account” means the account established for the Revolving Facility Pool under Section 5.1(a) of the Servicing Agreement.

“Revolving Facility Interest Payment Amount” means, for a Payment Date and the related Interest Period, the sum of:

(a)the portion of the Revolving Facility Interest Payment Amount for the immediately prior Payment Date that was not paid in that date; plus

(b)the product of (i) the arithmetic mean of (A) the Revolving Facility Balance as of the open of business on the first day of the Interest Period and (B) the Revolving Facility Balance as of the close of business on the last day of the Interest Period, times (ii) the Revolving Facility Interest Rate, times (iii) the actual number of days in the Interest Period divided by 365 or 366, applicable.

“Revolving Facility Interest Rate” means, for an Interest Period and the Revolving Facility Pool, the Inter-Bank Rate for the Interest Period plus the Margin.

“Revolving Facility Pool” means, as of a date, all of the Leases and Leased Vehicles on that date, including a Lease acquired with the proceeds of an Advance made on that date, but excluding any of the Leases and Leased Vehicles allocated to a Reference Pool as of that date.

“Revolving Facility Pool Additional Amounts” means, for a Payment Date under the Revolving Facility, amounts that are designated as “Revolving Facility Pool Additional Amounts” under any Exchange Note Supplement on or before that Payment Date.

“Revolving Facility Pool Report” has the meaning stated in Section 3.4(a) of the Servicing Agreement.

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“Revolving Facility Pool Servicing Fee” means, for a Collection Period, a fee payable by the Holding Companies to the Servicer, which fee will initially be in an amount equal to the product of (a) one-twelfth of 1%, times (b) the sum of the Lease Balances of the Leases included in the Revolving Facility Pool as of the last day of the prior Collection Period.

“Revolving Facility Principal Payment Amount” has the meaning stated in Section 2.7(b) of the Credit and Security Agreement.

“Revolving Period” means the period from the Closing Date to the earlier of (a) the Facility Termination Date or (b) the date on which the Lender or the Borrowers terminate the Revolving Period under Section 2.3 or 6.2 of the Credit and Security Agreement.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Information” has the meaning stated in Section 4.4(g) of the Credit and Security Agreement.

“Schedule of Reference Pool Assets” means the Schedule of Reference Pool Assets attached to each Exchange Note Supplement.

“Scheduled Lease End Date” means, for a Lease, the date at the end of the Lease term stated in the Lease.

“Secured Obligations” has the meaning stated in Section 3.2(a) of the Credit and Security Agreement.

“Secured Parties” means the Lender and each Exchange Noteholder.

“Securities Act” means the Securities Act of 1933.

“Security” has, for a Titling Company, the meaning stated in the related Titling Company LLC Agreement.

“Servicer” means Ford Credit, as servicer for the Collateral Specified Interests and the Leases and Leased Vehicles under the Servicing Agreement.

“Servicing Agreement” means the Second Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015, among the Titling Companies, acting for the Collateral Specified Interests, Ford Credit, as Servicer for the Collateral Specified Interests and as Lender, and HTD, as Collateral Agent, as supplemented by each Servicing Supplement.

“Servicing Fee” means, for a Collection Period, the sum of Revolving Facility Pool Servicing Fee and the Reference Pool Servicing Fees.

“Servicing Procedures” means the servicing procedures of Ford Credit relating to motor vehicle leases and the related vehicles as the procedures may change.

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“Servicing Supplement” has the meaning stated in Section 2.3 of the Servicing Agreement.

“Shared Amounts” means, for a Reference Pool, amounts that are designated as “Shared Amounts” under the related Exchange Note Supplement.

“Similar Law” means a federal, State, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Specified Interest” has, for a Titling Company, the meaning stated in the related Titling Company LLC Agreement.

“Standard & Poor’s” and “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“State” means a State or Commonwealth of the United States or the District of Columbia.

“Term Extension” means, for a Lease, an extension of the payment term by the Servicer according to the Servicing Procedures, by increasing the number of scheduled payments due and extending the term of the Lease for an additional month for each additional scheduled payment.

“Titling Company” means each of CAB East and CAB West.

“Titling Company LLC Agreements” means each of the CAB East LLC Agreement and the CAB West LLC Agreement.

“Transfer” has the meaning stated in Section 4.4(f)(ii) of the Credit and Security Agreement.

“UCC” means the Uniform Commercial Code as in effect in any relevant jurisdiction.

“Underwriting Procedures” means the underwriting procedures of Ford Credit relating to motor vehicle leases and the related vehicles as the procedures may change.

“U.S. Bank” means U.S. Bank National Association, a national banking association.

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Exhibit A

Form of Exchange Note

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER SECURITIES OR BLUE SKY LAW OF A STATE OF THE UNITED STATES.  THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY TO EITHER (1) A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (2) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR (3) TO A HOLDING COMPANY OR ITS AFFILIATES, IN EACH CASE, ACCORDING TO APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE BORROWERS OF OTHER EVIDENCE ACCEPTABLE TO THE BORROWERS THAT THE REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

THIS NOTE MAY BE TRANSFERRED ONLY IN WHOLE AND NOT IN PART.  NEITHER THIS NOTE NOR AN INTEREST IN THIS NOTE MAY BE TRANSFERRED UNLESS THE TRANSFEREE OR PURCHASER DELIVERS TO THE ADMINISTRATIVE AGENT AND THE LENDER A DULY SIGNED INVESTMENT LETTER IN THE FORM ATTACHED AS EXHIBIT B TO THE CREDIT AND SECURITY AGREEMENT.  THE PURCHASER UNDERSTANDS AND AGREES THAT A TRANSFER OF THIS NOTE OR AN INTEREST IN THIS NOTE IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND OF NO EFFECT.

EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR LAW”), BY ACCEPTING THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) IS NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION IS NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).

EA-1

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

EA-2

REGISTERED              $[                          ]

No. 1

[         ]%     -   EXCHANGE NOTE

CAB EAST LLC AND CAB WEST LLC, as Borrowers (the “Borrowers”), for value received, promise to pay to FORD MOTOR CREDIT COMPANY, as     -   Exchange Noteholder (the “Exchange Noteholder”) for its benefit and the benefit of the other Transferees acquiring interests in this Note (this “Note”) under this Note Supplement, dated as of [                       ], 20   (the “Exchange Note Supplement”), among the Borrowers, Ford Motor Credit Company LLC, as Lender and Servicer, U.S. Bank National Association, as Administrative Agent, and HTD Leasing LLC, as Collateral Agent, and other Transferees or registered assigns, the principal sum of [                        ] (U.S. $[                      ]) payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for the Payment Date under Section    of the Exchange Note Supplement.  However, (i) the entire unpaid principal amount of this Note will be due and payable on the [            ], [    ] Payment Date (the “    -   Exchange Note Final Scheduled Payment Date”) and (ii) this Note may be redeemed earlier than the Final Scheduled Payment Date under Section    of the     -   Servicing Supplement, dated as of [           ], 20   (the “Servicing Supplement”), among Ford Motor Credit Company LLC, as Servicer, the Borrowers and HTD Leasing LLC, as Collateral Agent.  Capitalized terms used but not defined in this Note are defined in Appendix 1 to the Exchange Note Supplement or Appendix A to the Credit and Security Agreement.  Appendix 1 also contains usage rules that apply to this Note.

The payment of interest on and principal of this Note will be the joint and several obligation of the Borrowers.

The Borrowers will pay interest on this Note is an amount equal to the Exchange Note Interest Payment Amount until the principal of this Note is paid or made available for payment.  The amount of interest due on this Note on each Payment Date will be calculated on the basis of this Note Balance outstanding on the prior Payment Date (after giving effect to payments of principal made on the prior Payment Date), and will be subject to certain limitations in Section 2.4 of the Exchange Note Supplement.

The interest on and principal of this Note are payable in coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.  All payments made by the Borrowers for this Note will be applied to interest on and principal of this Note in the manner stated in the Exchange Note Supplement.

Unless the certificate of authentication on this Note has been executed by the Administrative Agent whose name appears below by manual signature, this Note will not have the benefit of the Credit and Security Agreement or the Exchange Note Supplement or be valid or obligatory for any purpose.

This Note is one of the duly authorized issue of Exchange Notes, which may be issued under the Credit and Security Agreement and the Exchange Note Supplement, to which reference is made for a statement of the respective rights and obligations of the Borrowers, the Lender, the

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Servicer, the Administrative Agent, the Collateral Agent and the Exchange Noteholder.  This Note is subject to the Credit and Security Agreement and the Exchange Note Supplement.  If there is a conflict between this Note, the Credit and Security Agreement and the Exchange Note Supplement, the Exchange Note Supplement will govern.

Interest on and principal of this Note will be payable according to the order of priority in Section    of the Exchange Note Supplement.

Principal of this Note will be payable on each Payment Date in an amount equal to this Note Principal Payment Amount for the Payment Date.  “Payment Date” means the 15th day of each calendar month or, if the day is not a Business Day, the next Business Day, starting in [       ] [     ].

The entire unpaid principal amount of this Note will be due and payable on this Note Final Scheduled Payment Date.  The entire unpaid principal amount of the Notes will be due and payable on the date on which an Exchange Note Event of Default for this Note has occurred and is continuing and the Noteholder has declared, the Note to be, or on which such amounts have automatically become, immediately due and payable in the manner stated in the Credit and Security Agreement.

Payments of interest on this Note on each Payment Date, together with the installment of principal not in full payment of this Note, will be made to the account of the Noteholder either by wire transfer to the account of the Noteholder or an account designated by the Noteholder at a bank or other entity having proper facilities therefor if the Noteholder has given to the Exchange Note Registrar proper written instructions at least five Business Days before the Payment Date or, if not, by check mailed first-class mail postage paid to the Noteholder’s address as it appears on the Exchange Note Register, except that the final installment of principal payable on this Note on a Payment Date or this Note Final Scheduled Payment Date will be payable only on the presentation and surrender of this Note in the manner in Section 4.7(b) of the Credit and Security Agreement.  Those payments will be made without requiring that this Note be submitted for notation of payment.  Any reduction in the principal amount of this Note effected by payments made on a Payment-Date will bind future Exchange Noteholders of this Note and of an Exchange Note issued on the registration of transfer or in exchange of this Note or in place of this Note, whether or not noted on this Note.  If funds are expected to be available, as stated in the Exchange Note Supplement and the Credit and Security Agreement, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Administrative Agent will notify the Noteholder of the date on which the Borrowers expects that the final installment of interest on and principal of this Note will be paid no later than five days before that date.  The notice will state that the final installment will be payable only on presentation and surrender of this Note and will state the place where this Note may be presented and surrendered for payment of the installment.

As stated in the Servicing Supplement, this Note may be purchased by the Servicer, in whole but not in part, in the manner described in Section    of the Servicing Supplement.

The transfer of this Note is subject to the restrictions on transfer described in this Note and to the other limitations in the Credit and Security Agreement and the Exchange Note

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Supplement.  Subject to the satisfaction of those restrictions and limitations, the transfer of this Note may be registered on the Exchange Note Register on surrender of this Note for registration of transfer at the office or agency designated by the Borrowers under the Credit and Security Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed by, this Noteholder or its attorney-in-fact, with the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, and then a new Exchange Note in the same aggregate principal amount will be issued to the designated transferee.  No service charge will be charged for registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any taxes or other governmental charges that may be imposed for the registration of transfer or exchange.

The Noteholder, by accepting this Note acknowledges and agrees that (i) if an Insolvency Event occurs for one of the Borrowers, each claim that the Noteholder may seek to enforce against one of the Borrowers will be limited in recourse to the     -   Reference Pool (except for Shared Amounts allocated to the Noteholder under Section    of the Exchange Note Supplement) and (ii) if the Noteholder is deemed to have an interest in, claim to or benefit from assets of the Borrowers other than the assets included in the     -   Reference Pool, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the interest, claim or benefit in, to or from those other assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Borrowers, which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those other assets, are entitled to be paid from, entitled to the benefits of or secured by those other assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distribution under applicable law, including insolvency laws, and whether or not asserted against the Borrowers), in each case, including the payment of post-petition interest on those other obligations and liabilities.  THIS PARAGRAPH WILL BE DEEMED TO BE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

In addition, the Noteholder, by accepting this Note, consents to the Administrative Agent’s delegation under the HTD Administration Agreement to the Collateral Agent Administrator of some of the obligations that the Administrative Agent is required to perform on behalf of the Collateral Agent under the Credit and Security Agreement.

The Noteholder, by accepting this Note, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all Exchange Notes and any other Securities, it will not start or pursue against, or join any other Person in starting or pursuing against, either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law.

The Borrowers have entered into the Exchange Note Supplement and this Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax purposes, this Note will qualify as indebtedness of the Borrowers.  The Noteholder, by its acceptance of this Note, will be deemed to agree to treat this Note for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Borrowers.

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For any date, the Borrowers, the Administrative Agent and any agent of the Borrowers or the Administrative Agent may treat the Person in whose name this Note is registered as of that date as the owner of this Note for the purpose of receiving payments of principal of and any interest on the Note and for all other purposes, without regard to any notice or other information to the contrary.

The Credit and Security Agreement permits amendments by the Borrowers, the Collateral Agent, the Lender and the Administrative Agent so long as each Exchange Noteholder of an Outstanding Exchange Note has consented to the amendment.  The Credit and Security Agreement also permits amendments to amend or waive certain terms and conditions of the Credit and Security Agreement without the consent of the Noteholders if certain conditions are satisfied.  The consent by the Noteholder will be conclusive and bind the Noteholder and on future holders of this Note and of each Exchange Note issued on the registration of transfer or in exchange or in place of this Note whether or not notation of the consent or waiver is made on this Note.

The term “Borrower”, as used in this Note, includes any successor to the Borrowers under the Credit and Security Agreement.

This Note is issuable only in registered form as stated in the Credit and Security Agreement and the Exchange Note Supplement, subject to limitations in the Credit and Security Agreement and the Exchange Note Supplement.

This Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed according to the laws of the State of Delaware.

No reference in this Note to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrowers, which is absolute and unconditional, to pay the interest on and principal of this Note at the times, place and rate, and in the coin or currency prescribed in this Note.

Except as expressly stated in the Transaction Documents, none of U.S. Bank National Association, in its individual capacity or HTD Leasing LLC, in its individual capacity, or their respective affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to them for, the payment of interest on or principal of this Note or performance of, or omission to perform, the covenants or obligations in the Credit and Security Agreement or the Exchange Note Supplement.  The Noteholder, by its acceptance of this Note, agrees that, except as expressly stated in the Transaction Documents, for an Exchange Note Event of Default under the Credit and Security Agreement or the Exchange Note Supplement, the Noteholder will have no claim against one of the these Persons for a deficiency, loss or claim.  However, nothing in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Borrowers for liabilities, obligations and agreements in the Credit and Security Agreement, the Exchange Note Supplement or in this Note.

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IN WITNESS WHEREOF, each of the Borrowers has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date below.

Date: [                    ], 20
	CAB EAST LLC,
		as a Borrower
	By:
		Name:
		Title:
	CAB WEST LLC,
		as a Borrower
	By:
		Name:
		Title:

ADMINISTRATIVE AGENT’S CERTIFICATE OF AUTHENTICATION

This is this Note designated above and referred to in the Exchange Note Supplement.

Date: [                    ], 20
	U.S. BANK NATIONAL ASSOCIATION,
		not in its individual capacity but solely as Administrative Agent
	By:
		Authorized Officer

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ASSIGNMENT

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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto

(name and address of assignee)

this Note and all rights under this Note, and irrevocably appoints                   , attorney, to transfer this Note on the books kept for registration of the Exchange Notes, with full power of substitution.

Date:
	Signature Guaranteed:*

*              Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 20  -   Exchange Note in every particular, without alteration, enlargement or any change whatsoever.

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Exhibit B

Form of Transferee Representation Letter

Ford Motor Credit Company LLC,
  as Lender
One American Road, Suite 2411
Dearborn, Michigan 48121

U.S. Bank National Association,
  as Exchange Note Registrar
111 Fillmore Street
St. Paul, Minnesota 55107-1402
Attention:  Bondholder Services

U.S. Bank National Association,
  as Administrative Agent
190 South LaSalle Street, 7th Floor
Chicago, Illinois 60603
Attention:  Corporate Trust Services

Re:	CAB East LLC and CAB West LLC
	-   Exchange Note

Ladies and Gentlemen:

For our proposed transfer of the Exchange Note referenced above (the “Exchange Note”) of CAB East LLC and CAB West LLC (the “Borrowers”) issued under the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “Credit and Security Agreement”), and the 20  -   Exchange Note Supplement, dated as of         , 20   (the “Exchange Note Supplement”), each among CAB East LLC and CAB West LLC, as Borrowers, Ford Motor Credit Company LLC, as Lender and as Servicer, U.S. Bank National Association, as Administrative Agent, and HTD Leasing LLC, as Collateral Agent, we agree with and represent to and for the benefit of the Lender and the Administrative Agent, that:

1.No Transfer of the Exchange Note will be made unless the registration requirements of the Securities Act of 1933 (“Securities Act”) and applicable state securities laws are complied with, or the transfer is exempt from the registration requirements under the Securities Act, and only to either (i) a “qualified institutional buyer” as defined in Rule 144A of the Securities Act (a “Qualified Institutional Buyer”), (ii) an institutional accredited investor as defined in Rule 501(a)(l), (2), (3) or (7) of Regulation D tinder the Securities Act (an “Institutional Accredited Investor”) or (iii) the Holding Companies or their respective Affiliates in a transaction exempt from the registration requirements of the Securities Act and, in each case, the transfer is according to applicable State securities laws and the transferee executes and delivers to the Lender and the

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Administrative Agent a transferee representation letter substantially in the form of this letter.

2.We are, and were at the time that we acquired the Exchange Note held by us, a Qualified Institutional Buyer or an Institutional Accredited Investor and we are aware that the sale or transfer of Exchange Note to us is being made in reliance or the exemption from registration under Rule 144A or Section 4(a)(2) of the Securities Act, as applicable.

3.We are acquiring the Exchange Note for our own account or for one or more accounts, each of which is either a Qualified Institutional Buyer or an Institutional Accredited Investor, and for each of which we exercise sole investment discretion for us and for the account.

4.We have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Exchange Note, and we and accounts for which we are acting are each able to bear the economic risk of its investment.

5.If we are a corporation, partnership, trust or other entity we were not formed or recapitalized for the specific purpose of acquiring the Exchange Note.

6.We understand that the Exchange Note is being offered only in a transaction not involving airy public offering in the United States within the meaning of the Securities Act, the Exchange Note has not been and will not be registered under the Securities Act, and, if in the future we decide to offer, resell, pledge or transfer the Exchange Note, it may be offered, resold, pledged or transferred only according to the legend on the Exchange Note and described in this letter.  We acknowledge that no representation is made by the Seller about the availability of an exemption under the Securities Act or state securities laws for resale of the Exchange Note;

7.We understand that an investment in the Exchange Note involves some risks, including the risk of loss of a substantial part of our investment under some circumstances.  We have had access to financial and other information about the Borrowers, the Leases, the Leased Vehicles and the Servicer’s servicing practices and procedures that we deemed necessary or proper in order to make an informed investment decision about our acquisition of the Exchange Note, including an opportunity to ask questions of and request information from each of the Borrowers.

8.Either (A) we are not subject to Title I of ERISA, Section 4975 of the Code or any Similar Law or (B) our purchase, holding and disposition of the Exchange Note is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if it is subject

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to any Similar Law, such purchase, holding and disposition is not and will not result in a violation of such Similar Law);

9.None of the Borrowers or the Administrative Agent is under an obligation to register the Exchange Note under the Securities Act or State securities laws.  Each Note will bear a legend to the following effect unless determined otherwise by the Servicer (as certified to the Administrative Agent in an Officer’s Certificate):

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ITS “SECURITIES ACT”), OR UNDER SECURITIES OR BLUE SKY LAW OF A STATE OF THE UNITED STATES.  THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (1) TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING THEREOF IN RULE 144A OF THE SECURITIES ACT, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (3) TO A HOLDING COMPANY OR ITS AFFILIATES, IN EACH CASE, ACCORDING TO APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE ADMINISTRATIVE AGENT OF OTHER EVIDENCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT THAT THE REOFFER, RESALE, PLEDGE OR TRANSFER 1S IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.”

10.As a condition to the registration of sale, transfer, assignment, participation, pledge or other disposition (each, a “Transfer”) of an Exchange Note, the prospective transferee of the Exchange Note will be required to represent to the Administrative Agent and the Borrowers the following, unless determined otherwise by the Servicer (as certified to the Administrative Agent in an Officer’s Certificate):

(a)It understands that no subsequent Transfer of the Exchange Note is permitted unless it causes its proposed transferee to provide to the Administrative Agent and the Lender a letter substantially in the form of this letter(with changes approved by the Servicer), or another statement that the Borrower may require,

(b)It understands that a Transfer of an Exchange Note (or interest in an Exchange Note) in contravention of the restrictions and conditions in this letter will be null and void, and the transferee in the Transfer will not be

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recognized by the Borrowers or another Person as an Exchange Noteholder.

11.A Transfer of the Exchange Note to a Person that is neither a Qualified Institutional Buyer nor an Institutional Accredited Investor, or that is not made according to the restrictions in the Credit and Security Agreement will be null and void from the beginning and will not be given effect under this letter or the Credit and Security Agreement.

Capitalized terms used and not defined in this letter are defined in Appendix A to the Credit and Security Agreement, which also contains usage rules that apply to this letter.

You are entitled to rely on this letter and are irrevocably authorized to produce this letter or a copy of this letter to each interested party in an administrative or legal proceeding or official inquiry about the matters covered by this letter.

Very truly yours,
[NAME OF TRANSFEREE]
By:
	Name:
	Title:

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EX-10.1

Exhibit 10.1

Execution Version

SECOND AMENDED AND RESTATED
SERVICING AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Servicer and as Lender

CAB EAST LLC and
CAB WEST LLC,
each acting for its series of limited liability company interests
designated as the “Collateral Specified Interest,”
as a Titling Company

and

HTD LEASING LLC,
as Collateral Agent

Dated as of July 22, 2005
as amended and restated as of December 1, 2015,

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS; AMENDMENT AND RESTATEMENT		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	2
Section 1.3.	Removal of FCALM Holdings, LLC as a Party	2
Section 1.4.	Replacement of Holding Companies by Titling Companies as Parties	2
ARTICLE II DESIGNATION OF COLLATERAL SPECIFIED INTERESTS		3
Section 2.1.	Designation	3
Section 2.2.	Direction to Servicer	3
Section 2.3.	Servicing Supplements	3
ARTICLE III PURCHASE AND SERVICING OF LEASES AND LEASED VEHICLES		4
Section 3.1.	Engagement	4
Section 3.2.	Purchase of Leases and Leased Vehicles	4
Section 3.3.	Servicing of Leases and Leased Vehicles	4
Section 3.4.	Servicer Reports	7
Section 3.5.	Review of Servicer’s Records	7
Section 3.6.	Servicer’s Authorized and Responsible Persons	8
Section 3.7.	Servicer’s Fees	8
Section 3.8.	Servicer’s Expenses	8
Section 3.9.	Custodian	8
ARTICLE IV SALE OF LEASED VEHICLES		10
Section 4.1.	Termination of Leases; Return of Leased Vehicles	10
Section 4.2.	Sale of Leased Vehicles	10
ARTICLE V ACCOUNTS AND DISTRIBUTIONS		11
Section 5.1.	Bank Accounts	11
Section 5.2.	Investment of Funds in Revolving Facility Collection Account	13
Section 5.3.	Deposits and Payments	13
ARTICLE VI SERVICER		14
Section 6.1.	Servicer’s Representations and Warranties	14
Section 6.2.	Liability of Servicer	15
Section 6.3.	Indemnities of Servicer	16
Section 6.4.	Delegation and Contracting	17
ARTICLE VII SERVICER RESIGNATION AND TERMINATION; SUCCESSOR SERVICER		17
Section 7.1.	No Resignation	17
Section 7.2.	Termination for Revolving Facility Pool	17
Section 7.3.	Termination for a Reference Pool	17
Section 7.4.	Continue to Perform	19
Section 7.5.	Successor Servicer	19
Section 7.6.	Transition of Servicing	20
Section 7.7.	Merger, Consolidation, Succession and Assignment	20
Section 7.8.	Non-Solicitation of Dealers and Lessees	21
ARTICLE VIII OTHER AGREEMENTS		21
Section 8.1.	Further Assurances	21
Section 8.2.	No Legal Title to Borrower Collateral	21

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Section 8.3.		Tax Treatment	22
Section 8.4.		No Petition	22
Section 8.5.		No Recourse	22
Section 8.6.		Limitation of Liability of Collateral Agent and Administrative Agent	22
Section 8.7.		Termination	22
ARTICLE IX MISCELLANEOUS			22
Section 9.1.		Amendments	22
Section 9.2.		Assignment; Benefit of Agreement; Third-Party Beneficiaries	23
Section 9.3.		Notices	23
Section 9.4.		Agent for Service	24
Section 9.5.		GOVERNING LAW	24
Section 9.6.		Submission to Jurisdiction	24
Section 9.7.		WAIVER OF JURY TRIAL	25
Section 9.8.		No Waiver; Remedies	25
Section 9.9.		Severability	25
Section 9.10.		Headings	25
Section 9.11.		Counterparts	25
Schedule A	Amended and Restated Terms		SA-1

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SECOND AMENDED AND RESTATED SERVICING AGREEMENT, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (this “Agreement”), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer and as Lender, CAB EAST LLC, a Delaware limited liability company, and CAB WEST LLC, a Delaware limited liability company, each acting for its series of limited liability company interests designated as the “Collateral Specified Interest,” as a Titling Company, and HTD LEASING LLC, a Delaware limited liability company, as Collateral Agent.

BACKGROUND

CAB East Holdings, LLC is the sole Member of and the holder of the Collateral Specified Interest in CAB East, which represents the entire limited liability company interest in certain motor vehicle eases and leased vehicles acquired by CAB East.  CAB West Holdings, LLC is the sole Member of and the holder of the Collateral Specified Interest in CAB West, which represents the entire limited liability company interest in certain motor vehicle leases and leased vehicles acquired by CAB West.

Under each Titling Company LLC Agreement, the Holding Company, as holder of the related Collateral Specified Interest, or the Titling Company, acting for the related Collateral Specified Interest, may enter into a Servicing Agreement to provide for the administration and servicing of the motor vehicle leases and leased vehicles allocated to the related Collateral Specified Interest.

Each Titling Company pledged the motor vehicle leases and leased vehicles allocated to the related Collateral Specified Interest to the Collateral Agent for the benefit of the Lender and the Exchange Noteholders under the Credit and Security Agreement.

The Lender, the Servicer, the Holding Companies and FCALM Holdings, LLC, as the holder of the Collateral Specified Interest in FCALM LLC, entered into a Servicing Agreement, dated as of July 22, 2005, relating to the motor vehicle leases and leased vehicles allocated to each Collateral Specified Interest, which was amended and restated by the Amended and Restated Servicing Agreement, dated as of December 1, 2006 (the “Existing Agreement”), to, among other things, add the Collateral Agent as a party.

The parties intend to amend and restate the Existing Agreement to, among other things, add each Titling Company as a party in place of the applicable Holding Company and to remove FCALM Holdings, LLC as a party, all on the terms and conditions in this Agreement.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS;
AMENDMENT AND RESTATEMENT

Section 1.1.           Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in Appendix A to Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “Credit and Security Agreement”), among the Titling Companies, as Borrowers, U.S. Bank, as

Administrative Agent, HTD, as Collateral Agent, and Ford Credit, as Lender and Servicer, or, for a Reference Pool, in the related Exchange Note Supplement.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.           Amendment and Restatement.

(a)           Effectiveness of Amendments.  This Agreement amends and restates in full the Existing Agreement.  The parties confirm that all prior actions under the Existing Agreement are effective on the date taken as if taken under this Agreement and this Agreement is not intended to result in the duplication of any prior action of any party.  However, if any amendment to the Existing Agreement in this Agreement (i) would reasonably be expected to have a material adverse effect on the interests of the holder of any Exchange Note issued before the date of this Agreement or (ii) would not otherwise be permitted, in either case, as determined by a court of competent jurisdiction, then that amendment will not be effective for that Exchange Note and the corresponding term of the Existing Agreement will continue to govern for that Exchange Note.

(b)           Amended and Restated Terms.  For an Exchange Note issued before the date of this Agreement, certain capitalized terms defined in the Existing Agreement and certain provisions of the Existing Agreement that are used in or referred to in the related Exchange Note Supplement and Servicing Supplement have been amended and restated by this Agreement.  Schedule B includes cross-references between certain terms and Sections in the Existing Agreement and terms and Sections in this Agreement.  Any omission of a term or Section reference from Schedule B that has been amended by this Agreement will not in any way affect the validity of that amendment or the effect of this Section 1.2 for that term or Section.

(c)           Removal of this Section on Payment in Full.  On the payment in full of all Exchange Notes issued before the date of this Agreement, this Section 1.2 and Schedule B will be deemed to be removed from this Agreement without further action by the parties.

Section 1.3.           Removal of FCALM Holdings, LLC as a Party.  The parties acknowledge and agree that, as of the date of this Agreement, (a) none of the Leases or Leased Vehicles included in the Revolving Facility Pool or any Reference Pool or serviced by the Servicer under the Existing Agreement or any Servicing Supplement are owned by FCALM, LLC, (b) none of the Borrower Collateral pledged to the Collateral Agent under the Credit and Security Agreement is the property of FCALM, LLC and (c) no amounts remain due or payable by FCALM, LLC under the Revolving Facility, any Exchange Note or the Credit and Security Agreement or any Exchange Note Supplement or by FCALM Holdings, LLC under the Existing Agreement or any Servicing Supplement.  By their execution of this Agreement, the parties agree that FCALM Holdings, LLC is removed as a party to this Agreement and any Servicing Supplement and will no longer have any rights or obligations as a party under this Agreement or any Servicing Supplement.

Section 1.4.           Replacement of Holding Companies by Titling Companies as Parties.  The parties to this Agreement acknowledge and agree that, as of the date of this Agreement, that CAB East Holdings, LLC and CAB West Holdings, LLC are removed as parties to this Agreement and replaced by CAB East LLC and CAB West LLC, respectively, each acting for its

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series of limited liability company interests designated as the “Collateral Specified Interest.”  Each Titling Company assumes the rights and obligations of the related Holding Company under the Existing Agreement as of the date of this Agreement.

ARTICLE II
DESIGNATION OF COLLATERAL SPECIFIED INTERESTS

Section 2.1.           Designation.  As stated in the related Specification Notices (as defined in each Titling Company LLC Agreement) (a) additional Leases and Leased Vehicles may be allocated to each Collateral Specified Interest and (b) the Specified Interest Issue Date and the Specified Interest Cutoff Date for each Collateral Specified Interest was July 22, 2005.

Section 2.2.           Direction to Servicer.  Under each Titling Company LLC Agreement, the applicable Titling Company directs the Servicer to deliver any notices required to be delivered to the applicable Titling Company under the applicable Titling Company LLC Agreement for the assignment or reallocation of Leases or Leased Vehicles from the related Collateral Specified Interest.  If Ford Credit is the Servicer, the notices will be considered given when the assignment or reallocation of a Lease and Leased Vehicle is reflected on the books and records of the Titling Company.

Section 2.3.           Servicing Supplements.

(a)           Terms of Servicing Supplements.  On the issuance of an Exchange Note under Section 4.1(a) of the Credit and Security Agreement, the Servicer, the Lender, the Collateral Agent and each Titling Company will enter into a supplement to this Agreement (each, a “Servicing Supplement”) to acknowledge the allocation of the Leases and Leased Vehicles to the related Reference Pool and to identify additional rights and obligations of the Servicer for the administration, servicing and collection of the Leases and Leased Vehicles in the related Reference Pool and the Exchange Note, including:

(i)            the Reference Pool Servicing Fee;

(ii)           any additional requirements for the administration, servicing and collection of the Leases and Leased Vehicles in the Reference Pool;

(iii)          the reallocation of Leases and the related Leased Vehicles from the Reference Pool or other remedy to be provided by the Servicer on the occurrence of certain events or breaches by the Servicer; and

(iv)          the reporting obligations for the Reference Pool.

(b)           No Conflict.  The terms of a Servicing Supplement may amend the terms of this Agreement solely for the related Reference Pool.

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ARTICLE III
PURCHASE AND SERVICING OF
LEASES AND LEASED VEHICLES

Section 3.1.           Engagement.  Each Titling Company, acting for the related Collateral Specified Interest, under the authority granted to it in its Titling Company LLC Agreement, engages Ford Credit to act as the Servicer of the Leases and Leased Vehicles for the Titling Company and the Collateral Agent, and Ford Credit accepts the engagement.

Section 3.2.           Purchase of Leases and Leased Vehicles.

(a)           Origination of Leases by Dealers; Role of Servicer.  For so long as Ford Credit is the Servicer, the Servicer will, on behalf of and for the account of each Titling Company, acquire Leases and Leased Vehicles from Dealers according to the Underwriting Procedures for allocation to the related Collateral Specified Interest.  The Servicer will direct Dealers to originate Leases on a form providing for the assignment of the related Leased Vehicle by the Dealer to the applicable Titling Company.

(b)           Titling of Leased Vehicles.  The Servicer will cause the Certificate of Title for each Leased Vehicle acquired under Section 3.2(a) to be issued and maintained in the name of the applicable Titling Company and to reflect the Collateral Agent as the lienholder or holder of a security interest according to the Underwriting Procedures.  Each Titling Company authorizes the Servicer to retitle the Certificate of Title for a Leased Vehicle to the other Titling Company if the Leased Vehicle is relocated or for another reason.  The Servicer will not allow a Leased Vehicle to be titled in the name of a Titling Company unless the related Certificate of Title has been issued by a State or jurisdiction that is an Eligible State for the Titling Company.

(c)           Purchase of Leases and Leased Vehicles.  On origination of a Lease and assignment of the Lease by the Dealer to the applicable Titling Company, the Servicer will pay, or cause to be paid, to the related Dealer on the Titling Company’s behalf the purchase amount for the Lease and Leased Vehicle according to the Underwriting Procedures from an Advance made under Section 2.1(a) of the Credit and Security Agreement or from other funds available to the Titling Company.  The Servicer will direct the Titling Company to allocate each Lease, the related Leased Vehicle and the related rights to the Collateral Specified Interest of the Titling Company.

(d)           List of Leases and Leased Vehicles.  The Servicer will keep track of the Leases and Leased Vehicles acquired by each Titling Company and allocated to the related Collateral Specified Interest.  On request of a Titling Company, the Lender, the Administrative Agent or the Collateral Agent, the Servicer will provide a list (or access to a list) of the Leases and Leased Vehicles acquired by a Titling Company and allocated to the related Collateral Specified Interest.

Section 3.3.           Servicing of Leases and Leased Vehicles.

(a)           General Servicing Obligations.  The Servicer will manage, service, administer and collect on the Leases and Leased Vehicles with reasonable care using that degree of skill and attention that the Servicer exercises for comparable motor vehicle leases that it services for itself

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and others according to the Servicing Procedures and will comply with all material requirements of law.  The Servicer’s obligations will include:

(i)            collecting and applying (A) all amounts received from Lessees on the Leases (including Excess Mileage and Excess Wear and Use and any security deposits applied to pay amounts that a Lessee fails to pay on a Lease), (B) all proceeds received from claims on insurance companies for insurance covering the Leased Vehicles or Lessees, (C) all amounts received on the Leases for Dealer Recourse, (D) all proceeds realized on the sale or other disposition of the Leased Vehicles and (E) all net recoveries for charged-off Leases;

(ii)           collecting and paying state and local fees and taxes relating the Leases and Leased Vehicles;

(iii)          investigating delinquencies;

(iv)          sending invoices and notices and responding to inquiries from Lessees;

(v)           processing requests for Payment Extensions, Term Extensions and other modifications and adjustments;

(vi)          administering Lease terminations, payoffs, defaults and delinquencies;

(vii)         repossessing or otherwise converting the possession of Leased Vehicles under Leases that the Servicer determines are unlikely to be paid in full;

(viii)        selling, on behalf of the applicable Titling Company, repossessed Leased Vehicles at public or private sale and selling or otherwise disposing of Leased Vehicles returned on termination of the Leases or otherwise;

(ix)          refunding amounts to Lessees under the Leases;

(x)           collecting any remaining balance on the Leases after disposing of the Leased Vehicles;

(xi)          maintaining accurate and complete accounts and receivables systems for servicing the Leases;

(xii)         providing to the Custodian copies, or access to, any documents and correspondence in the Lease Files; and

(xiii)        providing Revolving Facility Pool Reports, Monthly Investor Reports and other reports required to be provided by the Servicer under this Agreement, any Servicing Supplement and any other Basic Document or Exchange Note Basic Document;

The Servicer will comply with all material requirements of applicable law in performing its obligations as servicer of the Leases.

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(b)           Security Deposits.  The Servicer will maintain a record of any security deposits on the Leases and, if required by applicable law, will maintain security deposits in a segregated account.  The Servicer will apply any security deposits according to the Servicing Procedures.

(c)           Collection of Lease Payments; Extensions and Amendments.  The Servicer will use reasonable efforts to collect all payments due under each Lease.  The Servicer may waive late payment charges or other fees that may be collected in the ordinary course of servicing a Lease.  Subject to the related Servicing Supplement, the Servicer may grant extensions, refunds, rebates or adjustments on a Lease or amend a Lease according to the Servicing Procedures.

(d)           No Additional Miles for Payment Extensions.  For a Payment Extension on a Lease, the Servicer may not increase the limit on the aggregate mileage that the related Leased Vehicle may be driven without the Lessee incurring a charge for Excess Mileage, except according to the Servicing Procedures or as otherwise permitted by this Agreement or, for a Reference Pool, the related Servicing Supplement.

(e)           Maintenance of Interests in Leased Vehicles.  The Servicer will take all steps to maintain each Titling Company’s ownership interest in the related Leased Vehicles and the perfection of the Collateral Agent’s security interest in the Leased Vehicles created under the Credit and Security Agreement.  Each Titling Company authorizes the Servicer to take all actions to continue its ownership interest in a Leased Vehicle and the perfection of the Collateral Agent’s security interest if a Leased Vehicle is relocated to another State or for any other reason.  Unless required by law or court order, the Servicer will not release a Titling Company’s ownership interest or the Collateral Agent’s security interest in a Leased Vehicle, except according to the Servicing Procedures and as permitted by the Basic Documents and the Exchange Note Basic Documents.

(f)            No Impairment.  The Servicer will not impair in any material respect the rights of a Titling Company or the Collateral Agent in any Lease or Leased Vehicle, except according to the Servicing Procedures or as permitted by this Agreement or, for a Reference Pool, the related Servicing Supplement.

(g)           Sale of Charged-Off Leases.  The Servicer may, on behalf of a Titling Company, sell to third parties Leases that have been charged off, separately or together with the related Leased Vehicles.  Amounts collected by the Servicer from the sales will be treated as recoveries on the charged-off Leases and applied according to this Agreement and any related Servicing Supplement.  The Leases and related Leased Vehicles will be deemed to have been sold and assigned on receipt by the Servicer of the purchase price from the purchaser, the Lien Granted to the Collateral Agent in the Leases and the related Leased Vehicles will be deemed to have been released immediately before sale, without further action by the parties.

(h)           Assignment for Enforcement.  The Leases are assigned to the Servicer solely for the purpose of permitting the Servicer to perform its servicing and administrative obligations under this Agreement and the Servicing Supplements, including the start or pursuit of or participation in a legal proceeding to enforce a Lease or otherwise related to a Lease.  If in a legal proceeding it is held that the Servicer may not enforce a Lease on the ground that it is not a real party in interest or a holder entitled to enforce the Lease, the Titling Company will, at the

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Servicer’s expense and direction, assign the Lease to the Servicer solely for that purpose or take steps to enforce the Lease, including bringing suit in the names of the Collateral Agent, the Exchange Noteholders and the applicable Titling Company.

(i)            Powers of Attorney.  Each Titling Company appoints the Servicer as the Titling Company’s attorney-in-fact, with full power of substitution to exercise all rights of the Titling Company for the servicing and administration of the related Leases and Leased Vehicles.  This power of attorney, and all authority given, under this Section 3.3(i) is revocable and is given solely to facilitate the performance of the Servicer’s obligations under this Agreement and the Servicing Supplements and may only be used by the Servicer consistent with this Agreement and the related Servicing Supplement.  On request of the Servicer, each Titling Company will furnish the Servicer with written powers of attorney and other documents to enable the Servicer to perform its obligations under this Agreement and the Servicing Supplements.

(j)            Release Documents.  The Servicer is authorized to execute and deliver, on behalf of itself, each Titling Company, the Collateral Agent and the Exchange Noteholders, any documents of satisfaction, cancellation, partial or full release or discharge, and other comparable documents, for the Leases and the Leased Vehicles.

Section 3.4.           Servicer Reports.

(a)           Revolving Facility Pool Reports.  On request of the Lender, the Collateral Agent, the Administrative Agent or a Titling Company, the Servicer will deliver a list of the Leases and Leased Vehicles in the Revolving Facility Pool and other information on the Revolving Facility Pool as may be reasonably requested.  If funds are on deposit in the Revolving Facility Collection Account for any Payment Date, the Servicer will deliver to the Collateral Agent, the Administrative Agent and each Titling Company a report for the Revolving Facility Pool (a “Revolving Facility Pool Report”) containing information necessary for the Administrative Agent to make the payments and distributions required by Article VII of the Credit and Security Agreement at least two Business Days before the Payment Date.

(b)           Reference Pool Reports.  The Servicer will deliver to the Lender, the Collateral Agent, the Administrative Agent, the related Exchange Noteholder and any other Person stated in the related Servicing Supplement a report for the related Reference Pool substantially in the form attached to the Servicing Supplement (the “Monthly Investor Report”) at the times stated in the related Servicing Supplement.

Section 3.5.           Review of Servicer’s Records.  The Servicer will maintain records and documents relating to its performance under this Agreement according to its customary business practices.  On reasonable request not more than once during any year, the Servicer will give each Titling Company, the Lender, the Collateral Agent and the Administrative Agent (or their representatives) access to the records and documents to conduct a review of the Servicer’s performance under this Agreement.  Any access or review will be conducted at the Servicer’s offices during its normal business hours at a time reasonably convenient to the Servicer and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Servicer’s confidentiality and privacy policies.

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Section 3.6.           Servicer’s Authorized and Responsible Persons.  On or before the date of this Agreement, the Servicer will notify the Lender, the Collateral Agent and the Administrative Agent of each Person who (a) will be authorized to give instructions and directions to the Lender, the Collateral Agent and the Administrative Agent on behalf of the Servicer and (b) is a Responsible Person for the Servicer.  The Servicer may change such Persons by notifying the Lender, the Collateral Agent and the Administrative Agent.

Section 3.7.           Servicer’s Fees.

(a)           Revolving Facility Pool Servicing Fee.  The Servicer will be paid the Revolving Facility Pool Servicing Fee in consideration for administering and servicing the Revolving Facility Pool and paying certain fees and expenses relating to the Revolving Facility Pool.  The Revolving Facility Pool Servicing Fee will be payable solely from, and the Servicer’s right to receive the Revolving Facility Pool Servicing Fee will be limited in recourse to, the Collections and other amounts available to pay the fee under the Credit and Security Agreement.

(b)           Reference Pool Servicing Fee.  The Servicer will be paid the Reference Pool Servicing Fee for the related Reference Pool in consideration for administering and servicing the Reference Pool and paying certain fees and expenses relating to the Reference Pool.  The Reference Pool Servicing Fee for each Reference Pool will be payable solely from, and the Servicer’s right to receive the Reference Pool Servicing Fee for each Reference Pool will be limited in recourse to, the Collections and other amounts available to pay the fee under the related Exchange Note Supplement.

Section 3.8.           Servicer’s Expenses.  Except as otherwise stated in this Agreement or a Servicing Supplement, the Servicer will be required to pay (i) its expenses for servicing the Leases and Leased Vehicles and related activities under this Agreement or a Servicing Supplement, including fees and expenses of legal counsel and independent accountants, taxes imposed on the Servicer and expenses to prepare reports, certificates and notices under this Agreement or a Servicing Supplement and (ii) any general corporation, intangible, franchise, privilege or license taxes with respect to the Leases and Leased Vehicles.  The Servicer will be reimbursed under this Agreement or any related Servicing Supplement for (A) amounts paid by the Servicer that are charged to the account of a Lessee according to the Servicing Procedures to administer or service the related Lease, (B) amounts paid by the Servicer to third parties for collection and for repossession, transportation, reconditioning and disposition or a Leased Vehicle and (C) amounts (such as fines for parking tickets and moving violations) required to be paid by a Lessee that are paid by the Servicer.

Section 3.9.           Custodian.

(a)           Appointment of Custodian.  To reduce administrative costs and facilitate the servicing of the Leases by the Servicer, each Titling Company appoints Ford Credit, in its capacity as the Servicer, to act as the custodian of the applicable Leases for the Titling Company and the Collateral Agent, as their interests may appear.  Ford Credit accepts the appointment and agrees to perform the custodial obligations in this Section 3.9.  For any Leases and Leased Vehicles that are allocated to a Reference Pool, any additional custodial obligations of the Custodian for the related Lease Files will be stated in the Servicing Supplement.

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(b)           Custody of Lease Files.  The Custodian will hold and maintain in custody the following documents for each Lease (the “Lease Files”) for the benefit of the applicable Titling Company and the Collateral Agent, using reasonable care and according to the Underwriting Procedures and the Servicing Procedures:

(i)            the original Lease, if in tangible form, or an authoritative copy, if in electronic form, clearly marked to show the applicable Titling Company as the owner of the Lease;

(ii)           the credit application signed by the Lessee;

(iii)          the original Certificate of Title and all related documents retained by the Servicer evidencing the ownership of the related Leased Vehicle; and

(iv)          all other documents, notices and correspondence relating to the Lease, the related Leased Vehicle or the Lessee that the Servicer generates in the course of servicing the Lease and the Leased Vehicle.

Except as stated above, any document in a Lease File may be a photocopy or in electronic format or may be converted to electronic format at any time.  The Custodian will hold and maintain the Lease Files, including any receivables systems on which the Lease Files are electronically stored, in a manner that will permit the Servicer to comply with this Agreement and the Servicing Supplements and each Titling Company and the Collateral Agent to comply with the Credit and Security Agreement and the Exchange Note Supplements.

(c)           Delivery of Lease Files.  The Lease Files are constructively delivered to the Collateral Agent, as pledgee of each Titling Company under the Credit and Security Agreement, and the Custodian confirms to each Titling Company and the Collateral Agent that it has received the Lease Files.  No initial review or any periodic review of the Lease Files by each Titling Company or the Collateral Agent is required.

(d)           Location of Lease Files.  The Custodian will maintain the Lease Files (or access to any Lease Files stored in an electronic format) at one of its offices or the offices of one of its custodians in the United States.  On request of a Titling Company, the Collateral Agent or the Administrative Agent, the Custodian will provide a list of locations of the Lease Files.

(e)           Access to Lease Files.  The Custodian will give the Servicer access to the Lease Files and, on request of the Servicer, the Custodian will promptly release any document in the Lease Files to the Servicer for purposes of servicing the related Lease.  The Custodian will give the Titling Companies, the Collateral Agent and the Administrative Agent access to the Lease Files and the receivables systems to conduct a review of the Leases.  Any access or review will be conducted at the Custodian’s offices during normal business hours at a time reasonably convenient to the Custodian and in a manner that will minimize disruption of its business operations.  Any access or review will be subject to the Custodian’s confidentiality and privacy policies.

(f)            Effective Period and Termination.  Ford Credit’s appointment as custodian is effective on the Closing Date and will continue until terminated under this Section 3.9(f).  If the

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Servicer resigns under Section 7.1 or is terminated under Section 7.2 or 7.3, the Servicer’s appointment as custodian under this Agreement may be terminated in the same manner as the Servicer may be terminated under Section 7.2 or 7.3.  As soon as practicable after any termination of its appointment as custodian, the Custodian will deliver the Lease Files to the Collateral Agent or its designee or successor custodian at a place designated by the Collateral Agent.  All reasonable expenses of transferring the Lease Files to the designee or successor custodian will be paid by the terminated custodian on receipt of an invoice in reasonable detail.

ARTICLE IV
SALE OF LEASED VEHICLES

Section 4.1.           Termination of Leases; Return of Leased Vehicles.  The Servicer will contact the applicable Dealer on or before the Scheduled Lease End Date for each Lease (or earlier or later if the Servicer becomes aware that a Lease will be terminated before or after its Scheduled Lease End Date).  On return of a Leased Vehicle by the related Lessee to the Dealer, the Servicer will cause the Leased Vehicle to be inspected for Excess Wear and Use, Excess Mileage, and any required repairs and will cause a vehicle condition report (unless the Dealer is purchasing the Leased Vehicle) to be delivered to the Servicer.  If the Servicer or its agent determines that the Leased Vehicle requires repairs, the Dealer, as agent of the Servicer, will to the extent permitted by the related Lease require that the Lessee pay to the Dealer the estimated cost of the repairs.  If the Lessee disagrees with the Dealer’s estimate of the cost of the repairs, the Servicer may grant a one month Term Extension under the Lease to permit the Lessee to repair the Leased Vehicle at the Lessee’s expense.  The Servicer will require the Lessee to pay Excess Wear and Use or Excess Mileage as required by the terms of the related Lease.

Section 4.2.           Sale of Leased Vehicles.

(a)           Sale to Lessee or Dealer.  If a Dealer or Lessee advises the Servicer that it will exercise an option to purchase a Leased Vehicle, the Servicer, on behalf of the applicable Titling Company, will sell the Leased Vehicle to the Dealer or Lessee (either directly or by sale to the Dealer for resale to the Lessee).

(b)           Sale at Auction.  If neither the Dealer nor the Lessee purchases a Leased Vehicle within a reasonable period (determined according to the Servicing Procedures) following the return of the Leased Vehicle, the Servicer, on behalf of the applicable Titling Company, will sell the Leased Vehicle to a Dealer at a price determined by the Servicer according to the Servicing Procedures, or at auction or otherwise.

(c)           Procedures On Sale.  For the sale or other disposition of a Leased Vehicle under Section 4.2(a) or (b), the Servicer will, on receipt of proceeds of the sale:

(i)            on behalf of the Collateral Agent, deliver the related Certificate of Title to the purchaser of the Leased Vehicle;

(ii)           deliver the notice required under the Titling Company LLC Agreement for the Leased Vehicle to the applicable Titling Company; and

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(iii)          change its records to reflect the termination of the applicable Titling Company’s interest in the Lease and Leased Vehicle.

(d)           Sale of Leased Vehicle; Like-Kind Exchange Program.  The parties acknowledge that Ford Credit and each Titling Company engage in a like-kind exchange program for their portfolios of Leased Vehicles.  The like-kind exchange program is designed to permit Ford Credit to defer recognition of taxable gain on the sale of a returned or repossessed Leased Vehicle, and requires that net sale proceeds be assigned to, and deposited directly with, a qualified intermediary rather than being paid directly to Ford Credit or the applicable Titling Company.  The qualified intermediary uses the net sale proceeds to purchase additional Leased Vehicles on behalf of Ford Credit and the applicable Titling Company.  Under Section 3.3(b) the Credit and Security Agreement, the Lien Granted to the Collateral Agent in a Leased Vehicle and the net sale proceeds under Section 3.2 of the Credit and Security Agreement will be deemed to be released immediately before sale or other disposition, without further action by the parties.  The Servicer will deposit an amount equal to the net sale proceeds in the Revolving Facility Collection Account or the related Exchange Note Collection Account, as applicable, under Section 5.3.

ARTICLE V
ACCOUNTS AND DISTRIBUTIONS

Section 5.1.           Bank Accounts.

(a)           Establishment of Revolving Facility Collection Account.  On or before the Closing Date, the Servicer will establish a segregated trust account at the Administrative Agent in the name of the Collateral Agent, as secured party for the benefit of the Secured Parties, and designated as the “Revolving Facility Collection Account”.

(b)           Establishment of Exchange Note Bank Accounts.  On or before each Exchange Note Issuance Date, the Servicer will establish an Exchange Note Collection Account and any other bank accounts for the related Reference Pool as stated in the related Servicing Supplement.  The rights of the parties in the Exchange Note Collection Account and any other bank account that is established for a Reference Pool will be governed by the related Servicing Supplement.

(c)           Control of Revolving Facility Collection Account.  The Revolving Facility Collection Account will be under the control of the Collateral Agent so long as it remains subject to the Lien Granted under Section 3.2 of the Credit and Security Agreement, except that the Servicer may make deposits to or direct the Administrative Agent, on behalf of the Collateral Agent, to make deposits to or withdrawals from the Revolving Facility Collection Account according to the Basic Documents.  The Servicer may direct the Administrative Agent, on behalf of the Collateral Agent, to withdraw from the Revolving Facility Collection Account and pay to the Servicer or as directed by the Servicer amounts that are not Collections for a Collection Period or that were deposited in the Revolving Facility Collection Account in error.  Following the payment in full of the Revolving Facility Balance, the termination of the Revolving Facility and the release of the Revolving Facility Collection Account from the Lien Granted under Section 3.2 of the Credit and Security Agreement, the Revolving Facility Collection Account will be under the control of the Borrowers.

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(d)           Benefit of Revolving Facility Collection Account; Deposits and Withdrawals.  The Revolving Facility Collection Account and all cash, money, securities, investments, financial assets and other property deposited in or credited to it will be held by the Collateral Agent, as secured party for the benefit of the Secured Parties and, after payment in full of the Revolving Facility Balance, the termination of the Revolving Facility and the release of the Revolving Facility Collection Account from the Lien Granted under Section 3.2 of the Credit and Security Agreement, as agent for the Borrowers.  All deposits to and withdrawals from the Revolving Facility Collection Account will be made according to the Basic Documents.

(e)           Administrative Agent’s Agreements About Control.  For the Revolving Facility Collection Account, the Administrative Agent agrees that:

(i)            securities, instruments, cash, money or other property delivered to it under the Credit and Security Agreement or this Agreement and investments of funds held in the Revolving Facility Collection Account will be promptly credited to the Revolving Facility Collection Account;

(ii)           securities, instruments, cash, money or other property credited to the Revolving Facility Collection Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC;

(iii)          until the Revolving Facility Balance has been paid in full, the Revolving Facility has been terminated and the Revolving Facility Collection Account has been released from the Lien Granted under Section 3.2 of the Credit and Security Agreement, it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) originated by the Collateral Agent, as secured party, without further consent of the Borrowers or any other Person; and

(iv)          the law of the State of New York will govern the Revolving Facility Collection Account.

(f)            Securities Entitlements and Deposit Account.  For funds in the Revolving Facility Collection Account:

(i)            any funds or property in the account that is a “financial asset” as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Administrative Agent according to its customary procedures so that it establishes a “securities entitlement” in favor of the Collateral Agent for the funds or property; and

(ii)           any funds or property that are held in a deposit account will be held solely in the name of the Collateral Agent at the Administrative Agent, the deposit account will be subject to the exclusive custody and control of the Collateral Agent and the Collateral Agent will have sole signature authority for the deposit account.

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Section 5.2.           Investment of Funds in Revolving Facility Collection Account.

(a)           Permitted Investments.  If no Facility Default or Facility Event of Default has occurred and is continuing, the Servicer may instruct the Collateral Agent to invest any funds in the Revolving Facility Collection Account, and, if investment instructions are received, the Administrative Agent will invest the funds in the Revolving Facility Collection Account in those investments.  The investment instructions form the Servicer may be in the form of a standing instruction.  If (i) the Servicer fails to give investment instructions for any funds in the Revolving Facility Collection Account to the Administrative Agent by 11:00 a.m. New York time (or other time as may be agreed by the Administrative Agent) on the Business Day before a Payment Date or (ii) a Facility Default or Facility Event of Default has occurred and is continuing, the Administrative Agent will invest and reinvest funds in the Revolving Facility Collection Account according to the last investment instructions received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Administrative Agent will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.  The Servicer may direct the Administrative Agent to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the investments.

(b)           No Liability for Investments.  Neither the Servicer nor the Administrative Agent will be liable for the selection of investments or for investment losses incurred on investments (other than in the capacity as obligor, if applicable).

(c)           Continuation of Liens in Investments.  The Servicer will not direct the Administrative Agent to make any investment of funds or to sell any investment held in the Revolving Facility Collection Account unless the security interest Granted and perfected in the account in favor of the Collateral Agent will continue to be perfected in the investment or the proceeds of the sale without further action by any Person.

(d)           Investment Earnings.  The Servicer will receive investment earnings (net of losses and investment expenses) on funds in the Revolving Facility Collection Account as additional compensation for the servicing of the Leases and Leased Vehicles.  The Servicer will direct the Administrative Agent to withdraw the investment earnings and distribute them to the Servicer on each Payment Date.

Section 5.3.           Deposits and Payments.

(a)           Revolving Facility Pool; Right to Retain Collections.

(i)            Subject to Section 5.3(a)(ii), the Servicer will deposit in the Revolving Facility Pool Collection Account all Collections on the Revolving Facility Pool within two Business Day after application.

(ii)           If Ford Credit is the Lender and the Servicer, it may (i) retain for its own account Collections on the Revolving Facility Pool to the extent of (A) amounts payable to Ford Credit, as Servicer, for the Revolving Facility Pool Servicing Fee under Article VII of the Credit and Security Agreement, (B) amounts reimbursable to Ford Credit, as Servicer, under Section 3.8 for the Revolving Facility Pool and (C) amounts payable to

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Ford Credit, as Lender, for interest, principal or other amounts for the Revolving Facility under Article VII of the Credit and Security Agreement and (ii) make payments from Collections on the Revolving Facility Pool according to Article VII of the Credit and Security Agreement.  Ford Credit, as Servicer and Lender, as applicable, will separately account for all such retained amounts and payments in the same manner as if those amounts had been deposited in the Revolving Facility Collection Account and paid under Article VII of the Credit and Security Agreement.  The Servicer may retain Collections for the Revolving Facility Pool for its own account until those amounts are required to be paid under Article VII of the Credit and Security Agreement.

(b)           Reference Pools.  The Servicer will deposit the Collections for each Reference Pool in the related Exchange Note Collection Account as stated in the related Servicing Supplement.  The Servicer may retain Collections for the Reference Pool for its own account until those amounts are required to be paid under Article VII of the Credit and Security Agreement or the related Exchange Note Supplement.

ARTICLE VI
SERVICER

Section 6.1.           Servicer’s Representations and Warranties.  The Servicer represents and warrants to the Lender, each Titling Company and the Collateral Agent, on the date of this Agreement, and each Exchange Noteholder, on the related Exchange Note Issuance Date, on which the Lender, each Titling Company and the Collateral Agent are relying in entering into this Agreement and each Exchange Noteholder will rely in acquiring the related Exchange Note.

(a)           Organization and Qualification.  The Servicer is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Servicer 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 the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under the Basic Documents or Exchange Note Basic Documents to which it is a party.

(b)           Power, Authority and Enforceability.  The Servicer has the power and authority to execute, deliver and perform its obligations under each of the Basic Documents and Exchange Note Basic Documents to which it is a party.  The Servicer has authorized the execution, delivery and performance of each of the Basic Documents and Exchange Note Basic Documents to which it is a party.  Each of the Basic Documents and Exchange Note Basic Documents to which the Servicer is a party is the legal, valid and binding obligation of the Servicer enforceable against the Servicer, 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 completion of the transactions contemplated by the Basic Documents and Exchange Note Basic Documents to which the Servicer is a party and the performance of its obligations under such documents will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or

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similar document under which the Servicer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Servicer’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than an Exchange Note Basic Document), (iii) violate the Servicer’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Servicer’s knowledge, an order, rule or regulation of any federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties that applies to the Servicer, which, in each case, would reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under the Basic Documents and Exchange Note Basic Documents to which it is a party.

(d)           No Proceedings.  To the Servicer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of the Basic Documents, the Exchange Note Basic Documents, the Exchange Notes or any other Securities, (ii) seeking to prevent the issuance of the Exchange Notes or the completion of the transactions contemplated by the Basic Documents or Exchange Note Basic Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under, or the validity or enforceability of, the Basic Documents, the Exchange Note Basic Documents, the Exchange Notes or any other Securities, in each case, other than the proceedings that, to the Servicer’s knowledge, would not reasonably be expected to have a material adverse effect on the Servicer and its subsidiaries considered as a whole or the performance by the Servicer of its obligations under, or the validity and enforceability of, the Basic Documents, the Exchange Note Basic Documents, the Exchange Notes or any other Securities.

Section 6.2.           Liability of Servicer.

(a)           Liability for Specific Obligations.  The Servicer will be liable only for its specific obligations under this Agreement and each Servicing Supplement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and each Servicing Supplement by the Servicer.  The Servicer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement and each Servicing Supplement.

(b)           No Liability of Others.  The Servicer’s obligations under this Agreement and each Servicing Supplement are corporate obligations.  No Person will have recourse, directly or indirectly, to any member, manager, officer, director, employee or agent of the Servicer for the Servicer’s obligations under this Agreement and each Servicing Supplement.

(c)           Legal Proceedings.  The Servicer will not be required to start, pursue or participate in any legal proceeding that is not incidental to its obligations to service the Leases and Leased Vehicles under this Agreement or any Servicing Supplement and that in its opinion may result in liability or cause it to pay or risk funds or incur financial liability.  The Servicer may in its sole discretion start or pursue any legal proceeding to protect the interests of the Titling Companies, the Lender and the Exchange Noteholders under the Basic Documents and

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the Exchange Note Basic Documents.  The Servicer will be responsible for the fees and expenses of legal counsel and any liability resulting from the legal proceeding.

(d)           Force Majeure.  The Servicer will not be responsible or liable for any failure or delay in performing its obligations under this Agreement or any Servicing Supplement caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, fire, flood, earthquakes, storms, hurricanes or other natural disasters or failures of mechanical, electronic or communication systems.  The Servicer will use commercially reasonable efforts to resume performance as soon as practicable in the circumstances.

(e)           Reliance by Servicer.  The Servicer may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party for any matters under this Agreement or any Servicing Supplement.

Section 6.3.           Indemnities of Servicer.

(a)           Indemnification.  The Servicer will indemnify each Titling Company, the Holding Companies, the Lender, the Collateral Agent, the Administrative Agent and the Exchange Noteholders, and their officers, directors, employees and agents (each, an “Indemnified Person”) for all fees, expenses, losses, damages and liabilities resulting from the Servicer’s (including in its capacity as Custodian) willful misconduct, bad faith or negligence in performing its obligations under the Basic Documents and the Exchange Note Basic Documents (including the fees and expenses of defending themselves against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the Servicer’s indemnification obligations).

(b)           Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim will be made against the Servicer under this Section 6.3, promptly notify the Servicer of the Proceeding.  The Servicer may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Servicer notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Servicer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Servicer will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Servicer and the Indemnified Person.  If there is a conflict, the Servicer will pay the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Servicer and the Indemnified Person, which approval will not be unreasonably withheld.

(c)           Survival of Obligations.  The Servicer’s obligations under this Section 6.3, for the period it was the Servicer, will survive the Servicer’s resignation or termination, the termination of this Agreement or any Servicing Supplement, the resignation or removal of the Administrative Agent or the Collateral Agent or the dissolution of a Titling Company.

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(d)           Repayment.  If the Servicer makes a payment to an Indemnified Person under this Section 6.3 and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Servicer.

Section 6.4.           Delegation and Contracting.  The Servicer and the Custodian may not delegate to any Person its obligations under this Agreement or any Servicing Supplement without the consent of each Titling Company.  However, no notice or consent will be required for any delegation if Ford Credit is the Servicer or the Custodian.  The Servicer or the Custodian may contract with other Persons to perform its obligations under this Agreement and any Servicing Supplement.  No delegation or contracting will relieve the Servicer or the Custodian of its responsibilities, and the Servicer will remain responsible for those obligations.  The Servicer or the Custodian will be responsible for the fees of its delegates and contractors.

ARTICLE VII
SERVICER RESIGNATION AND TERMINATION;
SUCCESSOR SERVICER

Section 7.1.           No Resignation.  The Servicer will not resign as Servicer under this Agreement or any Servicing Supplement unless it determines it is legally unable to perform its obligations under this Agreement or the Servicing Supplement.  The Servicer will notify each Titling Company, the Collateral Agent and the Administrative Agent of its resignation as soon as practicable after it determines it is required to resign, including an Opinion of Counsel supporting its determination.

Section 7.2.           Termination for Revolving Facility Pool.  The Titling Companies may remove the Servicer and terminate its rights and obligations under this Agreement solely for the Revolving Facility Pool by notifying the Servicer, the Collateral Agent and the Administrative Agent.  The notice of termination will state the date the termination will be effective, which date must be at least 60 days after the date of the notice, and that the termination applies solely to the Revolving Facility Pool.

Section 7.3.           Termination for a Reference Pool.

(a)           Reference Pool Servicer Termination Events.  Unless otherwise stated in the related Servicing Supplement, the following events will each be a “Reference Pool Servicer Termination Event” for the related Reference Pool:

(i)            the Servicer fails to deliver to the Collateral Agent or the Administrative Agent any proceeds or payment required to be delivered on the Reference Pool under this Agreement or the related Servicing Supplement and that failure continues for five Business Days after the earlier of the date (A) the Servicer receives notice of the failure from the Collateral Agent, the Administrative Agent or the related Exchange Noteholder or (B) a Responsible Person of the Servicer has knowledge of the failure, unless:

(1)(A) the failure is caused by an event outside the Servicer’s control that the Servicer could not have avoided through the exercise of commercially reasonable efforts, (B) the failure does not continue for more than ten Business Days after the earlier of the date the Servicer

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receives notice of the failure from the Collateral Agent, the Administrative Agent or the related Exchange Noteholder or a Responsible Person of the Servicer has knowledge of the failure, (C) during the period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and the related Servicing Supplement and (D) the Servicer promptly notifies the Collateral Agent, the Administrative Agent and the Exchange Noteholder of the failure (or acknowledges receipt of the notice of the failure), including a description of the Servicer’s efforts to correct the failure; or

(2)(A) the failure would not reasonably be expected to, or after investigation and quantification does not, result in a failure to pay or deposit an amount greater than 0.05% of the Exchange Note Balance of the related Exchange Note and (B) the failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by each rating agency rating the related Securities, 90 days after the Servicer receives notice of the failure or a Responsible Person of the Servicer has knowledge of the failure and (ii) if the Servicer’s long-term debt is not so rated, 90 days after the failure;

(ii)           the Servicer (including in its capacity as Custodian) fails to observe or to perform in any material respect any other obligation relating to the Reference Pool under this Agreement or the related Servicing Supplement and that failure has a material adverse effect on the rights of the related Exchange Noteholder and continues for 90 days after the Servicer receives notice of the failure from the Collateral Agent, the Administrative Agent or the Exchange Noteholder;

(iii)          an Insolvency Event of the Servicer occurs; or

(iv)          any other event stated in the Servicing Supplement for the related Exchange Note occurs.

(b)           Notice of Reference Pool Servicer Termination Event.  The Servicer will notify each Titling Company, the Administrative Agent, the Collateral Agent and the related Exchange Noteholder of any Reference Pool Servicer Termination Event for the Reference Pool or any event that with the giving of notice or passage of time, or both, would become a Reference Pool Servicer Termination Event for the Reference Pool, at the times stated in the related Servicing Supplement.

(c)           Removal for a Reference Pool.  If a Reference Pool Servicer Termination Event occurs and is continuing, so long as the related Exchange Note is Outstanding, the Titling Companies may and, if directed by the Collateral Agent, the Administrative Agent or the related Exchange Noteholder, must remove the Servicer and terminate its rights and obligations under this Agreement and the related Servicing Supplement solely for the related Reference Pool by notifying the Servicer, the Collateral Agent, the Administrative Agent and the related Exchange

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Noteholder.  The notice of termination will state the date the termination will be effective and the related Reference Pool for which the Servicer is terminated.

(d)           Waiver of Reference Pool Servicer Termination Events.  The related Exchange Noteholder may waive a Reference Pool Servicer Termination Event by notifying the Servicer, each Titling Company, the Administrative Agent and the Collateral Agent.  On the waiver, the Reference Pool Servicer Termination Event will be considered not to have occurred.  No waiver will extend to any other Reference Pool Servicer Termination Event or impair a right relating to any other Reference Pool Servicer Termination Event.

Section 7.4.           Continue to Perform.  If the Servicer resigns under Section 7.1, it will continue to perform its obligations as Servicer under this Agreement and each Servicing Supplement until the earlier to occur of (a) a successor Servicer accepting its engagement as Servicer under Section 7.5 or (b) the date the Servicer is legally unable to act as Servicer.  If the Servicer is terminated under this Agreement for the Revolving Facility Pool or a Reference Pool, it will continue to perform its obligations as Servicer for the Revolving Facility Pool or the Reference Pool under this Agreement and the related Servicing Supplement until the date stated in the related notice of termination.

Section 7.5.           Successor Servicer.

(a)           Engagement of Successor Servicer.  If the Servicer resigns or is terminated under this Agreement, the Titling Companies, for the Revolving Facility Pool, or the related Exchange Noteholder, for a Reference Pool, will promptly engage an institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of motor vehicle leases, as the successor to the Servicer under this Agreement and any Servicing Supplement, to the extent of the rights so terminated.  If no Person has accepted the engagement as successor Servicer when the Servicer stops performing its obligations, the Titling Companies or the related Exchange Noteholder, as applicable, may petition a court of competent jurisdiction to appoint an institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of motor vehicle leases, as successor to the Servicer under this Agreement and any Servicing Supplement, to the extent of the rights so terminated.

(b)           Acceptance of Engagement.  The successor Servicer will accept its engagement by assuming the Servicer’s obligations under this Agreement and any related Servicing Supplement or entering into an amendment to this Agreement and any related Servicing Supplement or a new servicing agreement and servicing supplement on substantially the same terms as this Agreement and the related Servicing Supplement, in a form acceptable to the Titling Companies, the Lender, the Collateral Agent and, for a termination under Section 7.3, the related Exchange Noteholder.  The successor Servicer will deliver a copy of the assumption, amendment or new servicing agreement and servicing supplement to the other parties, the Administrative Agent and, if applicable, the related Exchange Noteholders.

(c)           Compensation of Successor Servicer.  The Titling Companies, in the case of a termination under Section 7.2, and the related Exchange Noteholder, in the case of a termination under Section 7.3, may make arrangements for the compensation of the successor Servicer out of Collections that are part of the Borrower Collateral relating to the rights terminated as they and

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the successor Servicer may agree.  No compensation will exceed the amount paid to the predecessor Servicer under this Agreement or the related Servicing Supplement.

(d)           Transfer of Authority.  On the effective date of the Servicer’s resignation or termination or the later date that the Servicer stops performing its obligations, all rights and obligations of the Servicer under this Agreement and the related Servicing Supplement, to the extent of the rights terminated, will become rights and obligations of the successor Servicer.

(e)           Authority of Titling Companies and Exchange Noteholders.  The Titling Companies, in the case of a termination under Section 7.2, and the related Exchange Noteholder, in the case of a termination under Section 7.3, are authorized to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents, and to do all things necessary or advisable to effect the termination and replacement of the Servicer.

Section 7.6.           Transition of Servicing.

(a)           Cooperation on Termination.  On its resignation or termination, the Servicer will cooperate with the Titling Companies, the Lender, the Administrative Agent, the Collateral Agent and the successor Servicer in effecting (i) the termination of its rights and obligations under this Agreement and the related Servicing Supplement, to the extent of the rights terminated, and (ii) an orderly transition of such rights and obligations to the successor Servicer.

(b)           Transfer of Cash, Lease Files and Records.  As soon as practicable after the effective date of its resignation or termination, the predecessor Servicer will (i) transfer to the successor Servicer all funds relating to the Revolving Facility Pool or the Reference Pool, as applicable, that are held or later received by the predecessor Servicer and (ii) deliver to the successor Servicer the related Lease Files and the related accounts and records maintained by the Servicer.  The Servicer will not be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any successor Servicer or any third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement.

(c)           Expenses of Servicing Transition.  All reasonable expenses incurred by the Titling Companies, the Collateral Agent, the Administrative Agent and the successor Servicer in connection with (i) the transition of servicing rights and obligations to the successor Servicer and (ii) amending this Agreement or any Servicing Supplement or entering into an assumption agreement or new agreement to reflect a succession of the Servicer will be paid by the resigning or terminated Servicer on receipt of an invoice in reasonable detail.

Section 7.7.           Merger, Consolidation, Succession and Assignment.  Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the Servicer’s business or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement and each Servicing Supplement, will be the successor to the Servicer under this Agreement and each Servicing Supplement.  Within 15 Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Servicer’s obligations under this Agreement, each Servicing Supplement and each Basic Document and Exchange Note Basic

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Document to which the Servicer is a party (unless the assumption happens by operation of law), (ii) deliver to the Titling Companies, the Collateral Agent and the Administrative Agent an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 7.7 and (iii) deliver to the Titling Companies, the Collateral Agent and the Administrative Agent an Opinion of Counsel stating that the security interest in favor of the Collateral Agent in the Borrower Collateral is or will be perfected.

Section 7.8.           Non-Solicitation of Dealers and Lessees.

(a)           Non-Solicitation Agreement.  Any successor Servicer (other than an Affiliate of Ford Credit), by accepting the rights and obligations under this Agreement and any Servicing Supplement agrees that it will not engage in, and will ensure that none of its Affiliates, or any agent of itself or any of its Affiliates, engages in any targeted solicitation of:

(i)            any Lessee for the purpose of refinancing the related Lease in whole or in part or otherwise causing prepayment under the Lease;

(ii)           any Lessee for the purpose of encouraging the Lessee to terminate the related Lease through anyone other than the Dealer;

(iii)          any Dealer for the purpose of providing vehicle inventory or floorplan financing; or

(iv)          any Dealer for the purpose of engaging in the sale or lease of vehicles other than vehicles manufactured by Ford Motor Company and its Affiliates.

(b)           Benefit of Non-Solicitation Agreement.  All rights and benefits relating to solicitation of Lessees and the right, title and interest in and to the list of Lessees and data and other information relating to their Leases and Leased Vehicles will be for the benefit of Ford Credit and its Affiliates.

ARTICLE VIII
OTHER AGREEMENTS

Section 8.1.           Further Assurances.  The Servicer agrees to do and perform all acts and to execute all further documents required or reasonably requested by the other parties or by the Titling Companies to more fully effect the purposes of this Agreement, including the execution of financing statements or continuation statements relating to the Borrower Collateral for filing under the UCC of each applicable jurisdiction.

Section 8.2.           No Legal Title to Borrower Collateral.  The Servicer will not have legal title to Leases and Leased Vehicles.  Legal title to the Leases and Leased Vehicles will remain with the applicable Titling Company.  Each Holding Company will be entitled to receive distributions for their Collateral Specified Interest only according to this Agreement, the Credit and Security Agreement and the applicable Titling Company LLC Agreement.  However, if a Holding Company directs the applicable Titling Company to deliver the Leases and Leased Vehicles held by the Titling Company to or to the order of the Holding Company under the

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applicable Titling Company LLC Agreement, the Servicer will assist the Titling Company in identifying and delivering the applicable Leases and Leased Vehicles.  The direction will be subject to the Credit and Security Agreement.

Section 8.3.           Tax Treatment.  The designation of a Collateral Specified Interest is not intended to cause either Titling Company to be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Section 8.4.           No Petition.  Each party and each Exchange Noteholder, by accepting the related Exchange Note, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all Secured Obligations, including all Exchange Notes, and any other Securities, it will not start or pursue against, or join any other Person in starting or pursuing against, either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law.  This Section 8.4 will survive the termination of this Agreement.

Section 8.5.           No Recourse.  Each Holding Company, by accepting a Collateral Specified Interest, acknowledges that the Collateral Specified Interest represents the limited liability company interest in the Leases and Leased Vehicles only and does not represent an interest in or obligation of the Servicer, Ford Credit, another Holding Company or their respective Affiliates (other than the applicable Titling Company itself, limited as described in this sentence), and no recourse may be had against the parties or their assets, except as may be stated in this Agreement or the applicable Titling Company LLC Agreement.

Section 8.6.           Limitation of Liability of Collateral Agent and Administrative Agent.  In performing its obligations under this Agreement, each of the Collateral Agent and the Administrative Agent is subject to, and entitled to the benefits of, the Credit and Security Agreement.  Neither the Collateral Agent nor the Administrative Agent will have any liability for any act or failure to act of the Servicer.

Section 8.7.           Termination.  This Agreement may be terminated at the option of the Servicer or the Titling Companies after the Revolving Period terminates and the Outstanding Exchange Notes and the Advances, if any, outstanding under the Revolving Facility are paid in full.

ARTICLE IX
MISCELLANEOUS

Section 9.1.           Amendments.

(a)           Amendments to Clarify and Correct Errors and Defects.  The parties may amend this Agreement or any Servicing Supplement to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement or the Servicing Supplement that may be defective or inconsistent with the other terms of this Agreement, in each case, without the consent of the Exchange Noteholders or any other Person.

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(b)           Other Amendments.  The parties may amend this Agreement and any Servicing Supplement to add, change or eliminate terms of this Agreement or the Servicing Supplement if:

(i)            the Servicer or the Titling Companies deliver an Officer’s Certificate to the Collateral Agent and the Administrative Agent stating that the amendment will not have a material adverse effect on the Exchange Noteholders or, if such Officer’s Certificate is not or cannot be delivered, the consent of each Exchange Noteholder (for amendments to this Agreement) or the related Exchange Noteholder (for amendments to a Servicing Supplement) is received; and

(ii)           the Servicer or the Titling Companies deliver an Opinion of Counsel to the Collateral Agent and the Administrative Agent stating that the amendment will not (A) cause any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause a Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or, if such Opinion of Counsel is not or cannot be delivered, consent of each Exchange Noteholder is received.

(c)           Notice of Amendments.  Promptly after execution of an amendment, the Servicer will deliver a copy of the amendment to the Administrative Agent and each related Exchange Noteholder.

Section 9.2.           Assignment; Benefit of Agreement; Third-Party Beneficiaries.

(a)           Assignment.  Except as stated in Sections 7.5 and 7.7, neither this Agreement nor any Servicing Supplement may be assigned by the Servicer without the consent of the Titling Companies, the Collateral Agent, the Administrative Agent and the Exchange Noteholders.

(b)           Benefit of Agreement; Third Party Beneficiaries.  This Agreement and each Servicing Supplement is for the benefit of and will be binding on the parties to this Agreement and such Servicing Supplement and their permitted successors and assigns.  Each Exchange Noteholder and any other party stated in a Servicing Supplement will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Servicer.  No other Person will have any right or obligation under this Agreement or any Servicing Supplement.

Section 9.3.           Notices.

(a)           Notices to Parties.  All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:

(i)            for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

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

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

(iv)          for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b)           Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A to the Credit and Security Agreement, which address the party may change by notifying the other parties.

Section 9.4.           Agent for Service.

(a)           Titling Companies.  The agent for service of each Titling Company for this Agreement will be the person holding the office of the Corporate Secretary of the Titling Company at the following address:

CAB East LLC or CAB West LLC
c/o Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 802-A3
One American Road
Dearborn, Michigan 48126
Attention: Ford Credit SPE Management Office

Telephone: (313) 594-3495

Email: FSPEMgt@ford.com

(b)           Servicer.  The agent for service of the Servicer for this Agreement will be the person holding the office of the Corporate Secretary of the Servicer at the following address:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention: Corporate Secretary
Telephone: (313) 323-1200
Fax: (313) 337-1160

Section 9.5.           GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 9.6.           Submission to Jurisdiction.  Each party 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 legal proceedings relating to this Agreement or any Servicing Supplement.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a

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proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

Section 9.7.           WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY SERVICING SUPPLEMENT.

Section 9.8.           No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement or any Servicing Supplement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement and any Servicing Supplement are in addition to any powers, rights and remedies under law.

Section 9.9.           Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 9.10.         Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 9.11.         Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Servicer and as Lender
By:		/s/ David A. Webb
	Name:	David A. Webb
	Title:	Assistant Treasurer
CAB EAST LLC,
	acting for its series of limited liability company interests designated as the “Collateral Specified Interest,” as a Titling Company
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
CAB WEST LLC,
	acting for its series of limited liability company interests designated as the “Collateral Specified Interest,” as a Titling Company
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
HTD LEASING LLC,
	as Collateral Agent
By:		/s/ Melissa A. Rosal
	Name:	Melissa A. Rosal
	Title:	Vice President

[Signature Page to Servicing Agreement (2nd A&R)]

AGREED AND ACCEPTED BY:
U.S. BANK NATIONAL ASSOCIATION,
	as Administrative Agent
By:		/s/ Melissa A. Rosal
	Name:	Melissa A. Rosal
	Title:	Vice President
FORD MOTOR CREDIT COMPANY LLC,
	as Custodian
By:		/s/ David A. Webb
	Name:	David A. Webb
	Title:	Assistant Treasurer

[Signature Page to Servicing Agreement (2nd A&R)]

Acknowledged and agreed
	with respect to Section 1.3:
FCALM HOLDINGS, LLC,
	as Exiting Holding Company
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
Acknowledged and agreed
	with respect to Section 1.4:
CAB EAST HOLDINGS, LLC,
	as Exiting Holding Company
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
CAB WEST HOLDINGS, LLC,
	as Exiting Holding Company
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Servicing Agreement (2nd A&R)]

Schedule A

Amended and Restated Terms

For Exchange Notes issued before the date of this Agreement, the following terms and section references in the related Exchange Note Basic Documents that refer to the Existing Agreement will be deemed to refer to the following terms and section references in this Agreement.

Existing Agreement	This Agreement
Article VIII	Article VII
Section 3.2	Section 6.1
Section 3.3	Section 6.2 and 6.3
Section 3.3(b), (c) and (d)	Section 6.3(a)
Section 3.6	Section 7.1
Section 3.8(b)	Section 5.3 of the Credit and Security Agreement
Section 5.2(d)	Section 5.1(b)
Section 6.1(a)	Section 3.3(a)
Section 6.7	Section 3.3(f)
Section 8.1 or 8.3	Section 7.3
Section 8.4	Section 7.5
Section 9.3	Not applicable
Section 10.1	Section 9.1
Certificate	Not applicable
Collateral	Borrower Collateral
Collateral Leases	Leases
Collateral Leased Vehicles	Leased Vehicles
Credit and Collection Policy	Servicing Procedures and Underwriting Procedures
Exchange Note Default	Exchange Note Event of Default
Exchange Note Servicer Event of Default	Reference Pool Servicer Termination Event
Facility Default	Facility Event of Default
Facility Servicer Event of Default	Not applicable
FCALM	Not applicable
Holder	Not applicable

SA-1

Existing Agreement	This Agreement
Holder of the related Collateral Specified Interest Certificate	holder of the related Collateral Specified Interest
Intercreditor Agreement	Not applicable
Local Fees and Taxes	local fees and taxes
Posted	applied on the Lease
Titling Company Agreement	Titling Company LLC Agreement
Total Payment	scheduled payment

EX-10.2

Exhibit 10.2

Execution Version

SECOND AMENDED AND RESTATED
ADMINISTRATION AGREEMENT

among

HTD LEASING LLC,
as Collateral Agent,

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent,

and

FORD MOTOR CREDIT COMPANY LLC,
as Collateral Agent Administrator

Dated as of July 22, 2005
as amended and restated as of December 1, 2015

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
	Section 1.1.	Usage and Definitions	1
ARTICLE II ADMINISTRATION OF COLLATERAL AGENT			1
	Section 2.1.	Engagement of Collateral Agent Administrator	1
	Section 2.2.	Collateral Agent Administrator’s Rights and Obligations	2
	Section 2.3.	Limits on Collateral Agent Administrator’s Rights and Obligations	2
	Section 2.4.	Power of Attorney	3
	Section 2.5.	Access to Collateral Agent Records	3
	Section 2.6.	Review of Collateral Agent Administrator’s Records	3
	Section 2.7.	Updating List of Responsible Persons	3
	Section 2.8.	Collateral Agent Administrator’s Fees and Expenses	3
ARTICLE III COLLATERAL AGENT ADMINISTRATOR			4
	Section 3.1.	Collateral Agent Administrator’s Representations and Warranties	4
	Section 3.2.	Liability of Collateral Agent Administrator	5
	Section 3.3.	Indemnities	5
	Section 3.4.	Resignation and Removal of Collateral Agent Administrator	6
	Section 3.5.	Successor Collateral Agent Administrator	7
	Section 3.6.	Merger, Consolidation, Succession or Assignment	7
ARTICLE IV OTHER AGREEMENTS			8
	Section 4.1.	Independence of Collateral Agent Administrator; No Joint Venture	8
	Section 4.2.	Transactions with Affiliates; Other Transactions	8
	Section 4.3.	Ford Credit in Other Capacities	8
	Section 4.4.	No Petition	8
	Section 4.5.	Limitation of Liability of Collateral Agent and Administrative Agent	8
	Section 4.6.	Termination	8
ARTICLE V MISCELLANEOUS			9
	Section 5.1.	Amendments	9
	Section 5.2.	Assignment; Benefit of Agreement; Third-Party Beneficiary	9
	Section 5.3.	Notices	9
	Section 5.4.	GOVERNING LAW	10
	Section 5.5.	Submission to Jurisdiction	10
	Section 5.6.	WAIVER OF JURY TRIAL	10
	Section 5.7.	No Waiver; Remedies	10
	Section 5.8.	Severability	10
	Section 5.9.	Headings	10
	Section 5.10.	Counterparts	10

Exhibit A — Form of Power of Attorney EA-1

i

SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (this “Agreement”), among HTD LEASING LLC, a Delaware limited liability company, as Collateral Agent, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Collateral Agent Administrator, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Administrative Agent.

BACKGROUND

Each Borrower pledged the motor vehicle leases and leased vehicles allocated to the related Collateral Specified Interest to the Collateral Agent for the benefit of the Lender and the Exchange Noteholders under the Credit and Security Agreement.

The Administrative Agent is responsible for performing certain of the Collateral Agent’s obligations under the Credit and Security Agreement.

The Collateral Agent Administrator and the Administrative Agent entered into an Administration Agreement, dated as of July 22, 2005, which was amended and restated by the Amended and Restated Administration Agreement, dated December 1, 2006 (the “Existing Administration Agreement”), to engage the Collateral Agent Administrator to perform certain of the obligations of the Collateral Agent and the Administrative Agent under the Credit and Security Agreement.

The parties intend to amend and restate the Existing Administration Agreement on the terms and conditions in this Agreement.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “Credit and Security Agreement”), among the CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.

ARTICLE II
ADMINISTRATION OF COLLATERAL AGENT

Section 2.1.Engagement of Collateral Agent Administrator.  The Collateral Agent and the Administrative Agent engage the Collateral Agent Administrator to perform the obligations of the Collateral Agent and the Administrative Agent under the Basic Documents as described in this Agreement, and the Collateral Agent Administrator accepts the engagement.

Section 2.2.Collateral Agent Administrator’s Rights and Obligations.

(a)Rights and Obligations under Basic Documents.  The Collateral Agent Administrator will perform the obligations of the Collateral Agent and the Administrative Agent and take all action that the Collateral Agent is required to take under the Basic Documents.  In addition, the Collateral Agent Administrator will perform the obligations of, and may exercise any rights given to, the Collateral Agent Administrator in the Basic Documents as if it were a party to the Basic Documents in its capacity as Collateral Agent Administrator.

(b)Consulting and Monitoring.  The Collateral Agent Administrator will consult with the Administrative Agent about performing the Collateral Agent’s obligations under the Basic Documents.  The Collateral Agent Administrator will monitor the Collateral Agent’s performance and will advise the Administrative Agent when action is necessary to perform the Collateral Agent’s obligations under the Basic Documents and to comply with the Basic Documents.

(c)Preparing and Executing Documents.  The Collateral Agent Administrator will prepare, or cause to be prepared, all documents that the Collateral Agent or the Administrative Agent is required to prepare, file or deliver under the Basic Documents.  The Collateral Agent Administrator will cause the documents to be executed by the Collateral Agent or the Administrative Agent or may execute the documents as Collateral Agent Administrator on behalf of the Collateral Agent or the Administrative Agent.  On execution of the documents by the Collateral Agent or the Administrative Agent or by the Collateral Agent Administrator on behalf of the Collateral Agent or the Administrative Agent, the Collateral Agent Administrator will file or deliver the documents as required by the Basic Documents.

Section 2.3.Limits on Collateral Agent Administrator’s Rights and Obligations.

(a)Non-Ministerial Matters.  The Collateral Agent Administrator will not take any action relating to a matter that, in its reasonable judgment, is a non-ministerial matter unless, at least 30 days before taking the action, the Collateral Agent Administrator has notified the Collateral Agent of the proposed action and the Collateral Agent has not directed the Collateral Agent Administrator not to take the action and/or provided an alternative direction before the 30th day after receipt of the notice.  For purposes of this Agreement, “non-ministerial matters” includes:

(i)starting or pursuing any Proceeding by the Collateral Agent and the settlement of any Proceeding brought by or against the Collateral Agent; and

(ii)appointing or engaging a successor Administrative Agent under the Credit and Security Agreement or consenting to the assignment by the Administrative Agent of its obligations under the Credit and Security Agreement.

(b)Prohibited Actions.  The Collateral Agent Administrator will not be obligated to, and will not (i) make any payments to the Lender or the Exchange Noteholders under the Credit and Security Agreement, (ii) sell the Borrower Collateral under Section 6.3 or 6.6 of the Credit and Security Agreement or (iii) take any other action that the Collateral Agent or the

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Administrative Agent directs the Collateral Agent Administrator not to take on its behalf or that would result in a breach by the Collateral Agent under a Basic Document.

Section 2.4.Power of Attorney.  The Collateral Agent appoints the Collateral Agent Administrator as the Collateral Agent’s attorney-in-fact, with full power of substitution to exercise all rights of the Collateral Agent under the Basic Documents.  This power of attorney, and all authority given, under this Section 2.4 is revocable and is given solely to facilitate the performance of the Collateral Agent Administrator’s obligations under this Agreement and may only be used by the Collateral Agent Administrator consistent with this Agreement.  In order to facilitate performance of the Collateral Agent Administrator’s obligations under this Agreement, the Collateral Agent agrees to execute and deliver a written power of attorney in favor of the Collateral Agent Administrator substantially in the form of Exhibit A.  On request of the Collateral Agent Administrator, the Collateral Agent will furnish the Collateral Agent Administrator with additional written powers of attorney and other documents to enable the Collateral Agent Administrator to perform its obligations under this Agreement.

Section 2.5.Access to Collateral Agent Records.  On reasonable request, the Collateral Agent will provide the Collateral Agent Administrator with access, during normal business hours, to the Collateral Agent’s records and documents, but only to the extent required by the Collateral Agent Administrator to perform its obligations under this Agreement.  Any access will be subject to the Collateral Agent’s confidentiality and privacy policies.

Section 2.6.Review of Collateral Agent Administrator’s Records.  The Collateral Agent Administrator will maintain records and documents relating to its performance under this Agreement according to its customary business practices.  On reasonable request not more than once during any year, the Collateral Agent Administrator will give the Collateral Agent and the Administrative Agent (or their representatives) access to the records and documents to conduct a review of the Collateral Agent Administrator’s performance under this Agreement.  Any access or review will be conducted at the Collateral Agent Administrator’s offices during its normal business hours at a time reasonably convenient to the Collateral Agent Administrator and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Collateral Agent Administrator’s confidentiality and privacy policies.

Section 2.7.Updating List of Responsible Persons.  On or before the date of this Agreement, the Collateral Agent Administrator will notify the Collateral Agent and the Administrative Agent of each Person who is a Responsible Person for the Collateral Agent Administrator.  The Collateral Agent Administrator may change such Persons by notifying the Collateral Agent and the Administrative Agent.

Section 2.8.Collateral Agent Administrator’s Fees and Expenses.  The Administrative Agent will pay the Collateral Agent Administrator as compensation for performing its obligations under this Agreement a fee separately agreed to by the Administrative Agent and the Collateral Agent Administrator.  The Collateral Agent Administrator will be responsible for its costs and expenses in performing its obligations under this Agreement.

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ARTICLE III
COLLATERAL AGENT ADMINISTRATOR

Section 3.1.Collateral Agent Administrator’s Representations and Warranties.  The Collateral Agent Administrator represents and warrants to the Collateral Agent and the Administrative Agent as of the date of this Agreement:

(a)Organization and Qualification.  The Collateral Agent Administrator is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Collateral Agent Administrator 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 qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Collateral Agent Administrator’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Collateral Agent Administrator has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Collateral Agent Administrator has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Collateral Agent Administrator, enforceable against the Collateral Agent Administrator, 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 completion of the transactions under this Agreement, and the performance of its obligations under this Agreement, will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Collateral Agent Administrator is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Collateral Agent Administrator’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Collateral Agent Administrator’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Collateral Agent Administrator’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Collateral Agent Administrator or its properties that applies to the Collateral Agent Administrator, which, in each case, would reasonably be expected to have a material adverse effect on the Collateral Agent Administrator’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Collateral Agent Administrator’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Collateral Agent Administrator or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement or (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Collateral Agent Administrator’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

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Section 3.2.Liability of Collateral Agent Administrator.

(a)Liability for Specific Obligations.  The Collateral Agent Administrator will be liable only for its specific obligations under this Agreement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Collateral Agent Administrator.  The Collateral Agent Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

(b)No Liability of Others.  The Collateral Agent Administrator’s obligations under this Agreement are corporate obligations.  No Person will have recourse, directly or indirectly, to any member, manager, officer, director, employee or agent of the Collateral Agent Administrator for the Collateral Agent Administrator’s obligations under this Agreement.

(c)Legal Proceedings.  The Collateral Agent Administrator is not required to start, pursue or participate in any legal proceeding that is not incidental to its obligations under this Agreement and that in its opinion may result in liability or cause it to pay or risk funds or incur financial liability.  The Collateral Agent Administrator may in its sole discretion start or pursue any legal proceeding to protect the interests of the Lender or the Exchange Noteholders under the Basic Documents.  The Collateral Agent Administrator will be responsible for the fees and expenses of legal counsel and any liability resulting from the legal proceeding.

(d)Force Majeure.  The Collateral Agent Administrator will not be responsible or liable for any failure or delay in performing its obligations under this Agreement caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, fire, flood, earthquakes, storms, hurricanes or other natural disasters or failures of mechanical, electronic or communication systems.  The Collateral Agent Administrator will use commercially reasonable efforts to resume performance as soon as practicable in the circumstances.

(e)Reliance by Collateral Agent Administrator.  The Collateral Agent Administrator may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party for any matters under this Agreement.

Section 3.3.Indemnities.

(a)Indemnification.  The Collateral Agent Administrator will indemnify the Collateral Agent and the Administrative Agent and their respective officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the Collateral Agent and the Administrative Agent entering into the Basic Documents to which it is a party and the exercise of their respective rights or performance of their respective obligations under the Basic Documents (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the Collateral Agent Administrator’s indemnification obligations), but excluding any fee, expense, loss, damage or liability resulting from its willful misconduct, bad faith or negligence (other than errors in judgment) or breach of their respective representations or warranties in the Basic Documents.

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(b)Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made against the Collateral Agent Administrator under Section 3.3(a), promptly notify the Collateral Agent Administrator of the Proceeding.  The Collateral Agent Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Collateral Agent Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Collateral Agent Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Collateral Agent Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Collateral Agent Administrator and the Indemnified Person.  If there is a conflict, the Collateral Agent Administrator will pay the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Collateral Agent Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

(c)Survival of Obligations.  The Collateral Agent Administrator’s obligations under this Section 3.3 will survive the resignation or removal of the Collateral Agent or the Administrative Agent and the termination of this Agreement.

(d)Repayment.  If the Collateral Agent Administrator makes a payment to an Indemnified Person under this Section 3.3 and the Indemnified Person later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Collateral Agent Administrator.

Section 3.4.Resignation and Removal of Collateral Agent Administrator.

(a)No Resignation.  Except as stated in Section 3.4(b), the Collateral Agent Administrator will not resign as Collateral Agent Administrator unless it determines it is legally unable to perform its obligations under this Agreement.  The Collateral Agent Administrator will notify the Collateral Agent and the Administrative Agent of its resignation, including an Opinion of Counsel supporting its determination.

(b)Mandatory Resignation.  On the appointment or engagement of a successor Servicer under the Servicing Agreement, the Collateral Agent Administrator will immediately resign and the successor Servicer will automatically become the successor Collateral Agent Administrator.

(c)Removal.  If any of the following events occurs and is continuing, the Administrative Agent, with the consent of the Exchange Noteholders of a majority of the aggregate Exchange Note Balance (or if no Exchange Notes are Outstanding, with the consent of the Lender), may remove the Collateral Agent Administrator and terminate its rights and obligations under this Agreement by notifying the Collateral Agent Administrator:

(i)the Collateral Agent Administrator fails to perform in any material respect its obligations under this Agreement, which failure continues for 90 days after the Collateral Agent Administrator receives notice of the failure from the Collateral Agent,

6

the Administrative Agent or the Exchange Noteholders of at least 25% of the aggregate Exchange Note Balance; or

(ii)an Insolvency Event of the Collateral Agent Administrator occurs.

(d)Notice of Resignation or Removal.  The Administrative Agent will notify the Exchange Noteholders of any resignation or removal of the Collateral Agent Administrator.

(e)Continue to Perform.  No resignation or removal of the Collateral Agent Administrator will be effective, and the Collateral Agent Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

Section 3.5.Successor Collateral Agent Administrator.

(a)Engagement of Successor Collateral Agent Administrator.  Following the resignation or removal of the Collateral Agent Administrator, the Administrative Agent, at the direction of Exchange Noteholders of a majority of the aggregate Exchange Note Balance (or if no Exchange Notes are Outstanding, at the direction of the Lender), will engage a successor Collateral Agent Administrator.  No additional Exchange Noteholder direction is required if the successor Collateral Agent Administrator is the successor Servicer.  If the Administrative Agent does not receive Exchange Noteholder direction within a reasonable period of time, the Administrative Agent may engage a successor Collateral Agent Administrator.

(b)Effectiveness of Resignation of Removal.  No resignation or removal of the Collateral Agent Administrator will be effective until the successor Collateral Agent Administrator has executed and delivered to the Collateral Agent and the Administrative Agent an agreement accepting its engagement and agreeing to perform the obligations of the Collateral Agent Administrator under this Agreement or a new administration agreement on substantially the same terms as this Agreement, in a form acceptable to the Collateral Agent and the Administrative Agent.

(c)Notice of Successor Collateral Agent Administrator.  The Administrative Agent will notify the Exchange Noteholders of the engagement of a successor Collateral Agent Administrator.

(d)Transition to Successor Collateral Agent Administrator.  If the Collateral Agent Administrator resigns or is removed, the Collateral Agent Administrator will cooperate with the Collateral Agent and take all actions reasonably requested to assist the Collateral Agent in making an orderly transition of the Collateral Agent Administrator’s obligations to the successor Collateral Agent Administrator.

Section 3.6.Merger, Consolidation, Succession or Assignment.  Any Person (a) into which the Collateral Agent Administrator is merged or consolidated, (b) resulting from a merger or consolidation to which the Collateral Agent Administrator is a party, (c) succeeding to the Collateral Agent Administrator’s business or (d) that is an Affiliate of the Collateral Agent Administrator to whom the Collateral Agent Administrator has assigned this Agreement, will be the successor to the Collateral Agent Administrator under this Agreement.  Such Person will

7

execute and deliver to the Collateral Agent and the Administrative Agent an agreement to assume the Collateral Agent Administrator’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE IV
OTHER AGREEMENTS

Section 4.1.Independence of Collateral Agent Administrator; No Joint Venture.  The Collateral Agent Administrator will be an independent contractor and will not be subject to the supervision of the Collateral Agent or the Administrative Agent for the manner in which it performs its obligations under this Agreement.  Except as expressly authorized by the Basic Documents, the Collateral Agent Administrator will have no authority to act for or represent the Collateral Agent or the Administrative Agent and will not be considered an agent of the Collateral Agent or the Administrative Agent.  This Agreement will not make the Collateral Agent Administrator and the Collateral Agent or the Administrative Agent members of a partnership, joint venture or other entity or impose any liability as such on any of them.

Section 4.2.Transactions with Affiliates; Other Transactions.  In performing its obligations under this Agreement, the Collateral Agent Administrator may enter into transactions or deal with any of its Affiliates.  This Agreement will not prevent the Collateral Agent Administrator or its Affiliates from engaging in other businesses or from acting in a similar capacity as an administrator for any other Person even though that Person may engage in activities similar to those of the Issuer.

Section 4.3.Ford Credit in Other Capacities.  This Agreement will not affect or limit any right or obligation Ford Credit may have in any other capacity.

Section 4.4.No Petition.  Each party agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all Secured Obligations, including all Exchange Notes, and any other Securities, it will not start or pursue against, or join any other Person in starting or pursuing against, either Titling Company or either Holding Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 4.4 will survive termination of this Agreement.

Section 4.5.Limitation of Liability of Collateral Agent and Administrative Agent.  In performing its obligations under this Agreement, each of the Collateral Agent and the Administrative Agent is subject to, and entitled to the benefits of, the Credit and Security Agreement.  Neither the Collateral Agent nor the Administrative Agent will have any liability for any act or failure to act of the Collateral Agent Administrator, including any action taken under a power of attorney given under this Agreement.

Section 4.6.Termination.  This Agreement will terminate when the Credit and Security Agreement terminates.

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ARTICLE V
MISCELLANEOUS

Section 5.1.Amendments.

(a)Amendments.  The parties may amend this Agreement:

(i)to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Collateral Agent Administrator, in each case, without the consent of the Exchange Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case, without the consent of the Exchange Noteholders or any other Person, if the Collateral Agent Administrator delivers an Officer’s Certificate to the Collateral Agent and the Administrative Agent stating that the amendment will not have a material adverse effect on the Exchange Noteholders; or

(iii)to add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered under Section 5.1(a)(ii), with the consent of the Exchange Noteholders of a majority of the Exchange Notes.

(b)Notice of Amendments.  The Collateral Agent Administrator will notify the Exchange Noteholders in advance of any amendment.  Promptly after the execution of an amendment, the Collateral Agent Administrator will deliver a copy of the amendment to the Exchange Noteholders.

Section 5.2.Assignment; Benefit of Agreement; Third-Party Beneficiary.

(a)Assignment.  Except as stated in Section 3.6, this Agreement may not be assigned by the Collateral Agent Administrator without the consent of the Collateral Agent and the Administrative Agent.

(b)Benefit of Agreement; Third-Party Beneficiary.  This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns.  The Lender will be a third-party beneficiary of this Agreement and may enforce this Agreement against the Collateral Agent Administrator.  No other Person will have any right or obligation under this Agreement.

Section 5.3.Notices.

(a)Notices to Parties.  All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:

(i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

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

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

(iv)for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b)Notice Addresses.  A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule A to the Credit and Security Agreement, which address the party may change by notifying the other parties.

Section 5.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 5.5.Submission to Jurisdiction.  Each party 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 legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

Section 5.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS RELATING TO THIS AGREEMENT.

Section 5.7.No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 5.8.Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 5.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 5.10.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:

HTD LEASING LLC,
as Collateral Agent
By:	/s/ Melissa A. Rosal
	Name:	Melissa A. Rosal
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Administrative Agent
By:	/s/ Melissa A. Rosal
	Name:	Melissa A. Rosal
	Title:	Vice President
FORD MOTOR CREDIT COMPANY LLC,
as Collateral Agent Administrator
By:	/s/ David A. Webb
	Name:	David A. Webb
	Title:	Assistant Treasurer

[Signature Page to HTD Administration Agreement]

Exhibit A

Form of Power of Attorney

STATE OF ILLINOIS	)
	)
COUNTY OF COOK	)

HTD LEASING LLC, a Delaware limited liability company, having an office and place of business at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603 (“HTD”), appoints:

1.Ford Motor Credit Company LLC, a Delaware limited liability company, having an office and place of business at One American Road, Dearborn, Michigan 48126 (“Ford Credit”), its employees, contractors, attorneys and agents, to act as HTD’s true and lawful attorneys-in-fact to execute Documents required to (a) reflect the lien of HTD on a Certificate of Title or (b) remove HTD as lienholder from a Certificate of Title on termination of HTD’s lien on the related motor vehicle; and

2.Ford Credit and its attorneys to act as HTD’s true and lawful attorneys-in-fact to (a) execute a power of attorney on behalf of HTD in favor of a Dealer or an Auction and their employees or agents appointing them as HTD’s attorney-in-fact to Execute all Documents required to (i) reflect the lien of HTD on a Certificate of Title or (ii) remove HTD as lienholder from a Certificate of Title on termination of HTD’s lien in the related motor vehicle and (b) convey the authority to a Dealer or an Auction and their employees or agents to take those actions on behalf of HTD.

As used in this power of attorney, (a) “Auction” means Manheim Auctions, Inc., Auto Trade Center and any other physical or electronic auction house, motor vehicle disposition agent, consignor or vendor, (b) “Dealer” means a motor vehicle dealer, (c) “Execute” means to prepare, execute, submit, deliver and/or file, in each case, on behalf of HTD, (d) “Document” means a document, instrument, certificate or application and (e) “Certificate of Title” means each certificate of title for a motor vehicle acquired or to be acquired by an affiliate of Ford Credit.

This Power of Attorney is revocable on notice by HTD Leasing LLC and, if not earlier revoked, will expire on the earlier of (a) the termination of the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “Credit and Security Agreement”), among the CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer, and (b) the Servicing Agreement (as defined in the Credit and Security Agreement).

EA-1

EXECUTED on       , 20  .

HTD LEASING LLC
By:
	Name:
	Title:

STATE OF ILLINOIS	)
	)
COUNTY OF COOK	)

This instrument was acknowledged before me on            by              , an authorized officer of HTD Leasing LLC.

Notary Public - State of Illinois

EA-2

EX-10.3

Exhibit 10.3

EXEUCTION VERSION

This TERMINATION OF INTERCREDITOR AGREEMENT, dated as of December 1, 2015 (this “Termination Agreement”), is entered into in connection with the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among (i) Ford Motor Credit Company LLC, as Titling Company Administrator and an Interest Holder, (ii) CAB East LLC, CAB West LLC, FCALM, LLC and Ford Credit Titling Trust, as Titling Companies, (iii) CAB East Holdings, LLC, CAB West Holdings, LLC, FCALM Holdings, LLC, FCTT Holdings, LLC and Ford Credit Auto Lease LLC, as Multiple-Use SPVs and Interest Holders, (iv) U.S. Bank National Association, as Titling Company Trustee/Registrar, (v) Ford Credit Auto Lease Trust 2004-A, as an Interest Holder, (vi) JPMorgan Chase Bank, N.A., as 2004-A Indenture Trustee and an Interest Holder and (vii) the other Persons becoming party to the Intercreditor Agreement pursuant to a Joinder Agreement.  Capitalized terms used but not defined in this Termination Agreement are defined in the Intercreditor Agreement.

BACKGROUND

The Intercreditor Agreement was entered into by the parties to establish the rights of the Interest Holders in the Specified Interests and related Specified Assets of the Original Titling Companies, including the Initial Specified Interest and the Collateral Specified Interest.

No Titling Companies other than the Original Titling Companies are or have been party to the Intercreditor Agreement, and Ford Credit Titling Trust, FCTT Holdings, LLC and Ford Credit Auto Lease LLC are no longer in existence.  No Titling Company has designated a Specified Interest other than the Initial Specified Interest and the Collateral Specified Interest.  All Specified Assets held by each remaining Original Titling Company have been allocated to the Collateral Specified Interest, and no Specified Assets remain outstanding and in existence under the Initial Specified Interest of any Original Titling Company.

The 2004-A Certificates represented the Initial Specified Interests of each Original Titling Company and were held by the 2004-A Trust.  The 2004-A Trust has no remaining assets, the Securities issued under the 2004-A Trust Agreement are no longer outstanding and JPMorgan Chase Bank, N.A. is no longer serving as 2004-A Indenture Trustee.

The parties intend to terminate the Intercreditor Agreement because the stated purposes of the Intercreditor Agreement are no longer relevant.

The parties agree as follows:

1.Termination of Intercreditor Agreement.  The Intercreditor Agreement is terminated effective as of the date of this Termination Agreement, and is of no further force or effect.

2.Certifications.  Ford Credit, as Titling Company Administrator and Interest Holder, certifies as follows:

(a)Ford Credit Titling Trust, FCTT Holdings, LLC and Ford Credit Auto Lease LLC have each been dissolved and are no longer in existence.

(b)The Securities issued by the 2004-A Trust under the 2004-A Trust Agreement were paid in full and are no long outstanding.  The 2004-A Trust has been dissolved and is no longer in existence.  JPMorgan Chase Bank, N.A. has been terminated as 2004-A Trustee and no longer acts in that capacity.

(c)The Initial Specified Interest of each Original Titling Company has been terminated and is no longer in existence.  As of the date of this Agreement, the Collateral Specified Interest of each Original Titling Company is the only Specified Interest of each Original Titling Company.

3.Indemnification.  Ford Credit, as Titling Company Administrator and Interest Holder, will indemnify the Titling Company Trustee/Registrar and each Interest Holder (each, an “Indemnified Person”) for all fees, expenses, losses, damages and liabilities incurred by an Interest Holder as a result of the termination of the Intercreditor Agreement.

[Remainder of Page Left Blank]

2

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
as Titling Company Administrator and Interest Holder
By:	/s/ David A. Webb
	Name:	David A. Webb
	Title:	Assistant Treasurer
CAB EAST LLC,
as an Original Titling Company
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
CAB WEST LLC,
as an Original Titling Company
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
FCALM, LLC,
as an Original Titling Company
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Termination of Intercreditor Agreement]

CAB EAST HOLDINGS, LLC,
as a Multiple-Use SPV and Interest Holder
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
CAB WEST HOLDINGS, LLC,
as a Multiple-Use SPV and Interest Holder
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
FCALM HOLDINGS, LLC,
as a Multiple-Use SPV and Interest Holder
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
FORD CREDIT AUTO LEASE TWO LLC,
as a party to the Intercreditor Agreement pursuant to a Joinder Agreement
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Termination of Intercreditor Agreement]

U.S. BANK NATIONAL ASSOCIATION,
as Titling Company Trustee/Registrar
By:	/s/ Melissa A. Rosal
	Name:	Melissa A. Rosal
	Title:	Vice President
EACH FORD CREDIT AUTO LEASE TRUST LISTED ON EXHIBIT A, as a party to the Intercreditor Agreement pursuant to a Joinder Agreement
By:	U.S. BANK NATIONAL ASSOCIATION,
	not in its individual capacity, but solely as Owner Trustee
By:	/s/ Charles Gallagher
	Name:	Charles Gallagher
	Title:	Asst. Vice President
THE BANK OF NEW YORK MELLON,
not in its individual capacity, but solely as Indenture Trustee for each of the Ford Credit Auto Lease Trusts listed on Exhibit A, as a party to the Intercreditor Agreement pursuant to a Joinder Agreement
By:	/s/ Esther Antoine
	Name:	Esther Antione
	Title:	Vice President

[Signature Page to Termination of Intercreditor Agreement]

Exhibit A

Ford Credit Auto Lease Trust 2010-WH1

Ford Credit Auto Lease Trust 2011-WH1

Ford Credit Auto Lease Trust 2011-WH2

Ford Credit Auto Lease Trust 2012-A

Ford Credit Auto Lease Trust 2012-B

Ford Credit Auto Lease Trust 2012-WH1

Ford Credit Auto Lease Trust 2013-A

Ford Credit Auto Lease Trust 2013-B

Ford Credit Auto Lease Trust 2013-WH1

Ford Credit Auto Lease Trust 2014-A

Ford Credit Auto Lease Trust 2014-B

Ford Credit Auto Lease Trust 2014-WH1

Ford Credit Auto Lease Trust 2014-WH2

Ford Credit Auto Lease Trust 2014-WH3

Ford Credit Auto Lease Trust 2015-A

Ford Credit Auto Lease Trust 2015-B

Ford Credit Auto Lease Trust 2015-WH1

Ford Credit Auto Lease Trust 2015-WH2