SF-3/A

As filed with the Securities and Exchange Commission on February 2, 2016

Registration No. 333-208514

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

AMENDMENT NO. 1
TO

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FORD CREDIT AUTO LEASE TWO LLC

(Depositor for the trusts described herein)

CAB EAST LLC

(Issuer of the exchange note described herein)

CAB WEST LLC

(Issuer of the exchange note described herein)

(Exact names of registrants as specified in their charters)

Delaware	Ford Credit Auto Lease Two LLC 13-4347114 CAB East LLC 38-3670462 CAB West LLC 38-3670460	Ford Credit Auto Lease Two LLC 0001519881 CAB East LLC 0001519883 CAB West LLC 0001519884
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)	(Central Index Key Number)

c/o Ford Credit SPE Management Office

c/o Ford Motor Company
World Headquarters, Suite 802-A3
One American Road
Dearborn, Michigan 48126
(313) 322-3000

FORD MOTOR CREDIT COMPANY LLC

(Sponsor for the trusts described herein)

(Exact name of sponsor as specified in its charter)

A Delaware Limited Liability Company
Central Index Key Number of sponsor:  0000038009
One American Road
Dearborn, Michigan 48126
(313) 322-3000

SUSAN J. THOMAS
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
(313) 594-9876
(Name and Address of Agent for Service)

Copy to:
JOSEPH P. TOPOLSKI
Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022-2585

(212) 940-8800

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(1)			Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee(2)
Asset Backed Securities	$	3,122,571,201.59	(3)(4)	100	%(3)(4)	$	3,122,571,201.59	(3)(4)	$	314,442.92	(3)
Exchange Notes(5)			(6)		(6)			(6)			(6)

(1)This registration statement also relates to market-making transactions that may be made by Ford Motor Credit Company LLC, an affiliate of the registrants.

(2)Calculated in accordance with Rule 457(s) of the Securities Act of 1933.

(3)The Depositor as registrant previously registered $4,000,000,000 of securities under registration statement No. 333-196801 filed on December 12, 2014, $2,305,300,000 of which remain unsold.  Pursuant to Rule 457(p) of the Securities Act of 1933, registrant is applying the $314,442.92 of registration fees previously paid in connection with such unsold securities to offset the registration fees under this registration statement.

(4)An unspecified additional amount of securities of each identified class is being registered as may from time to time be offered at unspecified prices.  The depositor is deferring payment of all of the registration fees for such additional securities in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

(5)Each exchange note (“Exchange Note”) issued by CAB East LLC and CAB West LLC will be backed by a reference pool of leases and leased vehicles owned by CAB East LLC and CAB West LLC. Each Exchange Note will be sold to Ford Credit Auto Lease Two LLC and sold by Ford Credit Auto Lease Two LLC to one of the Trusts, the issuer of the Asset Backed Securities.  The Exchange Notes are not being offered to investors under this Registration Statement.

(6)Not applicable.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants file a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

[Form of Prospectus]

This prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and we are not seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _________, 20__

$___________

Ford Credit Auto Lease Trust 20__-__Issuing Entity or Trust

(CIK: ___________)

Ford Credit Auto Lease Two LLC Depositor (CIK: 0001519881) Ford Motor Credit Company LLC Sponsor and Servicer (CIK: 0000038009)

Before you purchase a note, be sure you understand the structure and the risks. You should read carefully the risk factors beginning on page __ of this prospectus.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

The trust will issue:

	Principal Amount	Interest Rate	Final Scheduled Payment Date
Class A-1 notes	$	%
Class A-2[a] notes[(1)]	}	%
[Class A-2b notes(1)		one-month LIBOR +    %]
Class A-3 notes		%
Class A-4 notes		%
Class B notes[(2)]		%
Class C notes[(2)]		%
Total	$

[(1)The allocation of the principal amount between the Class A-2a and Class A-2b notes will be determined on or before the day of pricing.  The trust expects that the principal amount of the Class A-2b notes will not exceed $__________.]

[(2)The [Class B] and [Class C] notes are not being offered by this prospectus.]

·The notes will be backed by an exchange note, which will be backed by a reference pool of car, light truck and utility vehicle leases and leased vehicles purchased by Ford Credit’s titling companies from dealers.

·The trust will pay interest and principal on the notes on the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be _______, 20__.  The trust will pay each class of notes in full on its final scheduled payment date (or, if not a business day, the next business day) if not paid in full before that date.

·The trust will pay principal of the notes sequentially to each class of notes in order of seniority until each class is paid in full.

·The credit enhancement for the notes will be a reserve account, subordination, overcollateralization and excess spread.

The pricing terms of the offered notes are:

	Price to Public		Underwriting Discount		Proceeds to the Depositor(1)
Class A-1 notes		%		%		%
Class A-2[a] notes		%		%		%
[Class A-2b notes		%		%		%]
Class A-3 notes		%		%		%
Class A-4 notes		%		%		%
[Class B notes		%		%		%]
[Class C notes		%		%		%]
Total	$		$		$

(1)Before deducting expenses estimated to be $_______ and any selling concessions rebated to the depositor by an underwriter due to sales to affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

[NAMES OF UNDERWRITERS]

The date of this prospectus is _______, 20__

[To be included in Rule 424(h) filing of each pay-as-you-go takedown]

[CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
Asset Backed Securities	$	100%	$	$
Exchange Notes(3)	(4)	(4)	(4)	(4)

(1)The registration statement also relates to market-making transactions that may be made by Ford Motor Credit Company LLC, an affiliate of the registrants.

(2)Calculated according to Rule 457(s) of the Securities Act of 1933.

(3)Each Exchange Note issued by CAB East LLC and CAB West LLC will be backed by a reference pool of leases and leased vehicles owned by CAB East LLC and CAB West LLC.  Each Exchange Note will be sold to Ford Credit Auto Lease Two LLC and sold by Ford Credit Auto Lease Two LLC to one of the Trusts, the issuer of the Asset Backed Securities.  The Exchange Notes are not being offered to investors under this prospectus or the registration statement.

(4)Not applicable.]

TABLE OF CONTENTS

Reading this Prospectus	3
Forward-Looking Statements	3
Transaction Structure Diagram	4
Transaction Credit Enhancement Diagram	5
Transaction Payments Diagram	6
Transaction Parties and Documents Diagram	7
Summary	8
Risk Factors	16
Sponsor and Servicer	29
General	29
Ratings of Sponsor and Servicer	30
Securitization Experience	30
Securitization Program for Leases	31
Use of Titling Companies; Financing Purchases of Leases by Titling Companies	31
Origination, Underwriting and Purchasing	32
Origination Characteristics	38
Material Changes to Origination, Underwriting and Purchasing Policies and Procedures	39
Servicing Experience	39
Servicing and Collections	40
Portfolio Residual Performance, Delinquency, Repossession and Credit Loss Information	45
Material Changes to Servicing Policies and Procedures	49
Like-Kind Exchange Program	49
Demands to Reallocate Leases and Leased Vehicles – Prior Securitized Pools	50
Static Pool Information – Prior Securitized Pools	50
Reference Pool	50
Trust Assets	51
Selection of Reference Pool	51
Composition of Reference Pool	52
[Asset-Level Data]	52
Depositor Review of Reference Pool	52
Representations About Reference Pool	53
Obligation to Reallocate Ineligible Leases and Leased Vehicles	54
Asset Representations Review	54
Dispute Resolution for Reallocation Requests	57
Description of the Exchange Note	58
Funds Available for Payments on the Exchange Note	59

Priority of Payments on Exchange Note	61
Shared Amounts	62
Amendments to Credit and Security Agreement and Exchange Note Supplement	63
Facility Defaults and Exchange Note Defaults; Rights on Default	63
Description of the Notes	64
Payments of Interest	64
Payments of Principal	65
Priority of Payments	66
Post-Acceleration Priority of Payments	68
Events of Default and Acceleration	69
Optional Redemption or “Clean Up Call” Option	71
Satisfaction and Discharge of Indenture	71
Amendments to Indenture	72
Noteholder Communication	72
Book-Entry Registration	73
Computing Outstanding Principal Amount	74
Notes Owned by Transaction Parties	74
Credit Enhancement	74
Reserve Account	74
Subordination	75
Overcollateralization	75
Excess Spread	76
Maturity and Prepayment Considerations	76
General	76
Weighted Average Life	77
[Credit Risk Retention]	81
Servicing	84
Servicing Obligations	85
Servicing Fees	85
Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles	85
Transaction Bank Accounts	86
[Servicer Advances]	87
Deposit of Collections	87
Custodial Obligations of Ford Credit	87
Limitations on Liability	87
Amendments to Servicing Agreement and Servicing Supplement	87
Resignation and Termination of Servicer	88
Monthly Reports	89

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Annual Compliance Reports	91
Transaction Parties	91
Depositor	91
Issuing Entity	92
Administrator	93
Owner Trustee	94
Indenture Trustee	95
Titling Companies	97
Collateral Agent	97
Administrative Agent	97
Asset Representations Reviewer	98
Affiliations and Related Transactions	99
Transaction Fees and Expenses	99
Use of Proceeds	100
Legal Proceedings	100
Important Legal Considerations	100
Bankruptcy Considerations	100
The Dodd-Frank Act	102
Security Interests in Exchange Note and Leases and Leased Vehicles	103
Lease Contracts and Leased Vehicles	106

Investment Considerations		107
Tax Considerations		107
General		107
Tax Characterization of Trust		108
Tax Characterization and Treatment of Notes		108
State and Local Tax Considerations		111
ERISA Considerations		111
General Investment Considerations		111
Prohibited Transactions		112
Benefit Plans Not Subject to ERISA or the Internal Revenue Code		113
Underwriting		113
Legal Opinions		115
Where You Can Find More Information		115
Incorporation of Documents by Reference		115
Glossary of Terms		116
Index of Defined Terms		118
Annex A:	Composition of the Reference Pool	A-1
Annex B:	Static Pool Information – Prior Securitized Pools	B-1

READING THIS PROSPECTUS

This prospectus contains information about Ford Credit Auto Lease Trust 20__-__ and the terms of the notes to be issued by the trust.  You should only rely on information in or referenced in this prospectus and any information incorporated by reference into the registration statement for this securitization transaction filed with the Securities and Exchange Commission, or “SEC,” that includes this prospectus.  Ford Credit has not authorized anyone to provide you with different information.

This prospectus starts with the following brief introductory sections:

·Transaction Diagrams — separate diagrams show the structure of this securitization transaction, the credit enhancement available for the notes, the order in which exchange note available funds and available funds are paid on each payment date and the role of each transaction party and transaction document in this securitization transaction,

·Summary — provides an overview of the notes, the cash flows in this securitization transaction and the credit enhancement available for the notes, and

·Risk Factors — describes the most significant risks of investing in the notes.

The other sections of this prospectus contain more details about the notes and the structure of this securitization transaction.  Cross-references refer you to more details about a particular topic or related information elsewhere in this prospectus.  The Table of Contents contains references to key topics.

A glossary of certain terms and an index of defined terms is at the end of this prospectus.

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions Ford Credit and the depositor consider reasonable.  Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events.  Neither Ford Credit nor the depositor is obligated to update or revise forward-looking statements, including changes in economicconditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

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TRANSACTION STRUCTURE DIAGRAM

This diagram is a simplified overview of the structure of this securitization transaction and the credit enhancement available for the notes.  You should read this prospectus completely for more details about this securitization transaction.

___________

(1)The titling companies will allocate a reference pool of leases and leased vehicles to the exchange note.  The reference pool will have an initial total securitization value of $________ and the exchange note will have an initial note balance of $________.

(2)The reserve account will be funded on the closing date at __% of the initial total securitization value.

(3)Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.

(4)Excess spread representing the excess of the collections on the reference pool over senior amounts payable from those collections will be available to pay principal on the exchange note or to cover a shortfall in payment on the notes.  Excess spread representing the excess of interest payments on the exchange note over the fees and expenses of the trust, including interest payments on the notes, will be available to pay principal of the notes.

(5)All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration occurred.  For more details about subordination, you should read “Description of the Notes — Priority of Payments,” “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination.”

(6)All available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount is reached.

(7)The residual interest will be held initially by the depositor and represents the right to all funds not needed to make required payments on the notes, pay fees and expenses of the trust or make deposits in the reserve account.

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TRANSACTION CREDIT ENHANCEMENT DIAGRAM

This diagram is a simplified overview of the credit enhancement available for the notes on the closing date for this securitization transaction and how credit enhancement is used to absorb losses on the leases and leased vehicles.  You should read this prospectus completely, including “Credit Enhancement,” for more details about the credit enhancement available for the notes.

___________

(1)All notes other than the Class C notes benefit from subordination of more junior classes to more senior classes.  The order of the subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration occurred.  For more details about subordination, you should read “Description of the Notes — Priority of Payments,” “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination.”

(2)Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.  On the closing date, overcollateralization will equal __% of the initial total securitization value.  All available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, will be used to pay principal of the notes until the targeted overcollateralization amount of __% of the initial total securitization value is reached.

(3)The reserve account will be funded on the closing date at __% of the initial total securitization value.

(4)Excess spread representing the excess of the collections on the reference pool over senior amounts payable from those collections will be available to pay principal on the exchange note or to cover a shortfall in payment on the notes.  Excess spread representing the excess of interest payments on the exchange note over the fees and expenses of the trust, including interest payments on the notes, will be available to pay principal of the notes.

5

TRANSACTION PAYMENTS DIAGRAM

This diagram shows how exchange note available funds are paid on each payment date and how available funds are paid on each payment date.  The priority of payments shown in this diagram will apply unless (a) the exchange note is accelerated due to a facility default or an exchange note default or (b) the notes are accelerated after an event of default under the Indenture.  You should read this prospectus completely, including “Description of Exchange Note — Priority of Payments on Exchange Note” and “Description of the Notes — Priority of Payments” and “— Post-Acceleration Priority of Payments,” for more details about the priority of payments for the notes.

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TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

This diagram shows the role of each transaction party and each transaction document in this securitization transaction.  You should read this prospectus completely, including “Transaction Parties,” “Reference Pool,” “Description of Exchange Note,” “Description of the Notes” and “Servicing,” for more details about the roles of each transaction party and each transaction document in this securitization transaction.

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SUMMARY

This summary describes the main terms of the issuance of and payments on the notes, the assets of the trust, the cash flows in this securitization transaction and the credit enhancement available for the notes.  It does not contain all of the information that you should consider in making your decision to purchase any notes.  To understand fully the terms of the notes and the transaction structure, you should read this prospectus completely, especially “Risk Factors” starting on page __.

Transaction Overview

The depositor will use the proceeds from the sale of the notes to purchase an exchange note from Ford Credit.  The exchange note will be issued by the titling companies and backed by a reference pool of leases and leased vehicles purchased by the titling companies from motor vehicle dealers.  The trust will issue the notes to the depositor in exchange for the exchange note on the closing date.  The depositor will sell the offered notes to the underwriters who will offer them to investors.

Transaction Parties

Sponsor, Servicer, Lender, Titling Company Servicer, Collateral Agent Administrator and Administrator

Ford Motor Credit Company LLC, or “Ford Credit,” is a Delaware limited liability company and a wholly-owned subsidiary of Ford Motor Company, or “Ford.”

Depositor

Ford Credit Auto Lease Two LLC, or the “depositor,” is a Delaware limited liability company and a special-purpose company wholly owned by Ford Credit.

Titling Companies

Each of CAB East LLC and CAB West LLC, or a “titling company,” is a Delaware limited liability company and is a special-purpose company wholly owned by Ford Credit.

Collateral Agent

HTD Leasing LLC, or “HTD,” is a Delaware limited liability company and a wholly-owned subsidiary of U.S. Bank National Association.

Issuing Entity or Trust

Ford Credit Auto Lease Trust 20__-__, or the “trust,” is a Delaware statutory trust established under a trust agreement between the depositor and the owner trustee.

Owner Trustee

_____________________

Indenture Trustee

_____________________

Administrative Agent

_____________________

Asset Representations Reviewer

_____________________

For more information about the transaction parties and their roles in this securitization transaction, you should read “Sponsor and Servicer” and “Transaction Parties.”

Closing Date

The trust expects to issue the notes on or about ________, 20__, or the “closing date.”

Cutoff Date

The leases and leased vehicles will be allocated to the “reference pool” as of _______ 1, 20__, or the “cutoff date.”  The initial total securitization value of the leases in the reference pool will be the aggregate securitization value of the leases in the reference pool as of the cutoff date.  The trust will be entitled to collections on the leases and leased vehicles in the reference pool applied on or after the cutoff date.  These collections will be used to make payments on

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the exchange note, which will be used to make payments on the notes.

Notes

The trust will issue the following notes:

	Principal Amount		Interest Rate
Class A-1 notes		$	%
Class A-2[a] notes[(1)]	}	$	%
[Class A-2b notes(1)			one-month LIBOR +    %]
Class A-3 notes		$	%
Class A-4 notes		$	%
Class B notes[(2)]		$	%
Class C notes[(2)]		$	%

[(1)The allocation of the principal amount between the Class A-2a and Class A-2b notes will be determined on or before the day of pricing.]

[(2)The [Class B] and [Class C] notes are not being offered by this prospectus.]

The Class A-1, Class A-2[a], [Class A-2b,] Class A-3 and Class A-4 notes are collectively referred to as the “Class A notes.”  The Class A-1, Class A-2[a], [Class A-2b,] Class A-3, Class A-4, [Class B] and [Class C] notes are being offered by this prospectus and are collectively referred to as the “offered notes” and, together with the [Class B] and [Class C] notes, the “notes.”

[The Class A-2b notes are sometimes referred to as the “floating rate notes.” The Class A-2a and Class A-2b notes are a single class with equal rights to interest and principal payments.]

The depositor [may retain some or all of the notes and] will retain [___% of each class of notes and] the residual interest in the trust.

Form and Minimum Denomination

The notes will be issued in book-entry form.  The offered notes will be available in minimum denominations of $1,000 and in multiples of $1,000.

Payment Dates

The trust will pay interest and principal on the notes on “payment dates,” which will be the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be ________, 20__.

The notes, except the Class A-1 notes [and the floating rate notes], will accrue interest on a “30/360” basis from the 15th day of the prior

month to the 15th day of the current month (or from the closing date to ________, 20__, for the first period).

The Class A-1 notes [and the floating rate notes] will accrue interest on an “actual/360” basis from the prior payment date (or from the closing date, for the first period) to the following payment date.

The final scheduled payment date for each class of notes is listed below.

	Final Scheduled Payment Date
Class A-1 notes
Class A-2[a] notes
[Class A-2b notes]
Class A-3 notes
Class A-4 notes
Class B notes
Class C notes

It is expected that each class of notes will be paid in full earlier than its final scheduled payment date.

For more details about the payment of interest and principal on each payment date, you should read “Description of the Notes — Payments of Interest” and “— Payments of Principal” and “Maturity and Prepayment Considerations —Weighted Average Life.”

[Calculation Agent

The “calculation agent” will be the indenture trustee.  The calculation agent will determine LIBOR, which is used to calculate the interest rate for the floating rate notes.]

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase the exchange note on any payment date if the principal amount of the notes at the end of the prior month is [10]% or less of the initial principal amount of the notes.  The servicer may exercise its clean up call only if the purchase price for the exchange note is sufficient to pay in full the notes and all fees and expenses of the trust.  On the servicer’s exercise of its clean up call, the notes will be redeemed and paid in full.

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For more information about optional redemption, you should read “Description of the Notes — Optional Redemption or ‘Clean Up Call’ Option.”

Trust Assets

The trust assets will include:

·the exchange note,

·rights to funds in the reserve account and the collection account, [and]

·rights under the transaction documents for the reallocation of ineligible leases and other leases and leased vehicles from the reference pool[, and

·rights under the transaction documents for any servicer advances].

Exchange Note

The primary asset of the trust will be an exchange note issued by the titling companies to Ford Credit.  The exchange note will be issued under a credit facility provided by Ford Credit to the titling companies to finance their purchase of leases and leased vehicles from dealers.

On the closing date, the note balance of the exchange note will be $_________.  The exchange note will accrue interest at a rate of __%.

The titling companies will use exchange note available funds received on a reference pool of leases and leased vehicles to make payments on the exchange note, including:

·payments by or on behalf of the lessees on the leases,

·net proceeds from sales of leased vehicles, and

·proceeds from claims on insurance policies covering the lessees, the leases or the leased vehicles.

For more details about the exchange note, you should read “Description of Exchange Note.”

Reference Pool

The leases in the reference pool are retail closed-end lease contracts for new cars, light trucks and utility vehicles.  A lessee who meets the terms of the lease will not be responsible for the value of the leased vehicle at the end of the lease.

Each lease in the reference pool is assigned a securitization value.  The “securitization value” of a lease is the sum of the present values of (1) the remaining scheduled base monthly payments plus (2) the base residual value of the related leased vehicle.  The “base residual value” of a leased vehicle is the lesser of the contract residual value and the ALG base residual value for the leased vehicle.  The “total securitization value” is the aggregate securitization value of the leases in the reference pool.

For more information about the calculation of securitization value, you should read the definition of securitization value in “Glossary of Terms.”

Summary characteristics of the reference pool as of the cutoff date:

Number of leases
Initial total securitization value	$
Residual portion of securitization value	$
Residual portion of securitization value(1)	%
Base monthly payments plus base residual value	$
Base residual value	$
Base residual value as a % of base monthly payments plus base residual value	%
Base residual value as a % of initial total securitization value	%
Weighted average original term	months
Weighted average remaining term	months
Weighted average FICO® score
Weighted average LTV	%
Weighted average PTI	%
Commercial use leases	%

For more details about the information in this table, including how it is calculated and defined, and for more information about the characteristics of the reference pool, you should read “Composition of the Reference Pool” attached as Annex A.

Servicer

Ford Credit will be the “servicer” of the leases and leased vehicles in the reference pool and this securitization transaction.  The servicer is

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responsible for collecting payments on the reference pool, administering payoffs, defaults and delinquencies, and repossessing and liquidating leased vehicles.  The servicer will prepare monthly reports on the leases and leased vehicles, payments on the notes and the status of credit enhancements.  Ford Credit will also act as custodian and maintain custody of the lease files.

The trust will pay the servicer on each payment date (1) a servicing fee for each month equal to 1/12 of ___% of the total securitization value at the beginning of the prior month and (2) an administration fee equal to 1/12 of ___% of the principal amount of the notes at the end of the prior month.

For more information about the servicer, you should read “Sponsor and Servicer.”

Priority of Payments on Exchange Note

On each payment date, the trust will use exchange note available funds for the prior month to make payments in the order of priority listed below.  Exchange note available funds will consist primarily of collections on the reference pool.  This priority will apply unless the exchange note is accelerated due to a facility default or an exchange note default:

(1)Servicing Fee [and Advance Reimbursement] — to the servicer, the servicing fee [and reimbursement of any outstanding servicer advances],

(2)Interest — to the trust, interest due on the exchange note,

(3)Shortfall Payments — to the trust, the amounts necessary to cover a shortfall in payments under items (1) through (7) under “— Priority of Payments on the Notes” below,

(4)Reserve Account — to the reserve account, the amount required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

(5)Principal — to the trust, principal on the exchange note equal to the excess of the principal amount of the notes over the total securitization value at the beginning of the

month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by payments of principal made in item (3) above,

(6)Shared Amounts — to be applied as shared amounts for exchange notes other than the exchange note owned by the trust if there has been a failure to pay principal or interest owed on the other exchange note, and

(7)Remaining Amounts — to be applied under the revolving credit facility, all remaining amounts.

For more details about what amounts are included in exchange note available funds, you should read “Description of Exchange Note — Funds Available for Payments on the Exchange Note.”  For more details about the priority of payments on the exchange note and the allocation of funds on each payment date, you should read “Description of Exchange Note — Priority of Payments on Exchange Note” and “— Shared Amounts.”

Priority of Payments on the Notes

On each payment date, the trust will use the amounts received on the exchange note on that payment date, or “available funds,” to make payments on the notes in the order of priority listed below.  This priority will apply unless the notes are accelerated after an event of default under the indenture:

(1)Transaction Fees and Expenses — to the indenture trustee, the owner trustee and the asset representations reviewer, the fees, expenses and indemnities due, and to or at the direction of the trust, any expenses of the trust, up to a maximum amount of $_______ per year,

(2)Administration Fee — to the servicer, the administration fee,

(3)Class A Note Interest — to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes,

(4)First Priority Principal Payment — to the Class A noteholders, sequentially by class, the amount equal to the excess, if any, of

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(a) the principal amount of the Class A notes, over (b) the total securitization value at the beginning of the month that includes the payment date,

(5)Class B Note Interest — to the Class B noteholders, interest due on the Class B notes,

(6)Second Priority Principal Payment — to the Class A and Class B noteholders, sequentially by class, the amount equal to the excess, if any, of (a) the principal amount of the Class A and Class B notes, over (b) the total securitization value at the beginning of the month that includes the payment date, which amount will be reduced by any first priority principal payment on that payment date,

(7)Class C Note Interest — to the Class C noteholders, interest due on the Class C notes,

(8)Reserve Account — to the reserve account, the amount, if any, required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

(9)Regular Principal Payment — to the noteholders, sequentially by class, the amount equal to the excess of the principal amount of the notes over the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by any first and second priority principal payments on that payment date,

(10)Additional Fees and Expenses — to the indenture trustee, the owner trustee, the asset representations reviewer and the trust, all fees, expenses and indemnities due to the extent not paid in item (1) above, and

(11)Residual Interest — to the holder of the residual interest in the trust, all remaining available funds.

The trust will not pay principal on any class of notes until the principal amounts of more senior classes of notes are paid in full.

For more details about the priority of payments on each payment date, you should read “Description of the Notes — Priority of Payments.”  For more details about targeted overcollateralization amount and how it is used to determine the principal payable on the notes, you should read “Credit Enhancement — Overcollateralization.”

Events of Default

Each of the following will be an “event of default” under the indenture:

·the trust fails to pay interest due on the notes of the controlling class within five days after a payment date,

·the trust fails to pay the principal amount of any class of notes in full by its final scheduled payment date,

·the trust fails to observe or perform a material covenant or agreement or breaches a representation in any material respect that is not corrected within a 60-day cure period, and

·a bankruptcy or dissolution of the trust.

If an event of default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or a majority of the controlling class may accelerate the notes and declare them immediately due and payable.  If an event of default occurs because of a bankruptcy or dissolution of the trust, the notes will be accelerated automatically.

For more details about events of default, acceleration of the notes and other remedies available to noteholders following an event of default, you should read “Description of the Notes — Events of Default and Acceleration.”  For more details about the priority of payments on each payment date following an event of default and acceleration of the notes, you should read “Description of the Notes — Post-Acceleration Priority of Payments.”

Controlling Class

Holders of the most senior class of notes outstanding, or the “controlling class,” will control the ability to make some decisions about the trust, including whether to declare or waive events of default and servicer termination

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events, or accelerate the notes, cause a sale of the exchange note or direct the indenture trustee to exercise other remedies following an event of default.  Holders of notes that are not part of the controlling class will not have these rights.

Credit Enhancement

Credit enhancement provides protection for the notes against losses on the leases and leased vehicles in the reference pool and potential shortfalls in the funds available to the trust to make required payments.  If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date will bear a greater risk of loss than notes having an earlier final scheduled payment date.

The following credit enhancement will be available to the trust.

Reserve Account

On the closing date, the depositor will deposit $_______ in the reserve account, which is __% of the initial total securitization value.

If the exchange note available funds (excluding reserve account amounts) are insufficient to cover amounts payable under items (1) through (3) under “— Priority of Payments on Exchange Note” above, the indenture trustee will use amounts in the reserve account to cover the shortfall.  The indenture trustee also will use the amounts in the reserve account if needed to pay any class of notes in full on its final scheduled payment date or to pay the notes following an event of default and acceleration of the notes.

If amounts in the reserve account are used, they will be replenished from exchange note available funds and available funds on later payment dates after the trust makes all higher priority payments.

For more details about the reserve account, you should read “Credit Enhancement — Reserve Account.”  For more details about exchange note available funds and available funds, you should read “Description of Exchange Note — Funds Available for Payments on the Exchange Note.”

Subordination

The trust will pay interest to all classes of the Class A notes and then will pay interest sequentially to the remaining classes of notes in order of seniority.  The trust will not pay interest on the Class B or Class C notes until all interest due on the Class A notes is paid in full.

The trust will pay principal sequentially to each class of notes in order of seniority (starting with the Class A-1 notes).  The trust will not pay the principal of any class of notes until the principal amounts of more senior classes of notes are paid in full.

In addition, if a priority principal payment is required on a payment date, the trust will pay principal of the most senior class of notes outstanding before the payment of interest on the affected subordinated notes on that payment date.

For more details about the priority of payments, including changes to the priority after an event of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments,” “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination.”

Overcollateralization

Overcollateralization is the amount by which total securitization value exceeds the principal amount of the notes.  It is composed of (i) the excess of the total securitization value over the balance of the exchange note and (ii) the excess of the balance of the exchange note over the principal amount of the notes.  Overcollateralization means there will be additional leases and leased vehicles generating collections that will be available to cover losses on the reference pool.  The initial amount of overcollateralization for the notes will be $________ ,or __% of the initial total securitization value.

This securitization transaction is structured to use all available funds remaining after payments of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payments and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, to pay principal of the notes until the targeted overcollateralization amount is reached.  After

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reaching the targeted overcollateralization amount, the regular principal payment will be used to maintain the overcollateralization at the targeted level.  The targeted overcollateralization amount for the notes will be $________, or __% of the initial total securitization value.

For more details about the targeted overcollateralization amount, you should read “Credit Enhancement — Overcollateralization.”

Excess Spread

For a payment date, there are two types of excess spread.  First, there is excess spread representing the excess of collections on the reference pool over the sum of the servicing fee, the interest payments on the exchange note and the reduction in the total securitization value.  This excess spread will be available to pay principal on the exchange note or to cover a shortfall in payments on the notes.  Second, there is excess spread representing the excess of the interest payments on the exchange note received by the trust over senior fees and expenses of the trust and interest payments on the notes.  This excess spread will be available to pay principal of the notes.

In general, excess spread provides a source of funds to absorb losses on the reference pool.  To the extent the amount of excess spread exceeds the amount of any losses, it is available to pay principal of the exchange note or the notes.  This causes the principal of the notes to be paid more rapidly than the decrease in the total securitization value of the reference pool, which increases the overcollateralization as described in “Description of the Notes — Payments of Principal.”

For more details about the use of excess spread as credit enhancement, you should read “Credit Enhancement — Excess Spread.”

Reallocation of Leases and Leased Vehicles from the Reference Pool

Reallocation of Leases and Leased Vehicles for Breach of Representations

Ford Credit will make representations about the origination, characteristics, terms and status of each lease and leased vehicle.  If a representation is later determined to be untrue, then the lease and leased vehicle were not

eligible to be included in the reference pool.  If a breach of a representation has a material adverse effect on a lease or leased vehicle, Ford Credit must reallocate the lease and leased vehicle from the reference pool and make a corresponding payment to the collection account unless it corrects the breach before the date it is required to reallocate the lease and leased vehicle.

For more details about the representations made about the leases and leased vehicles and Ford Credit’s reallocation obligation if these representations are breached, you should read “Reference Pool — Representations About Reference Pool” and “— Obligation to Reallocate Ineligible Leases and Leased Vehicles.”  For information about when the asset representations reviewer may review certain leases for compliance with the representations, you should read “Reference Pool — Asset Representations Review.”

Reallocation of Leases and Leased Vehicles for Servicer Actions

If Ford Credit as servicer materially impairs a lease, it must reallocate the lease and leased vehicle unless it corrects the impairment.  In addition, Ford Credit as servicer must reallocate a lease and leased vehicle from the reference pool if it makes specific kinds of modifications, including if it:

·changes the amount of the base monthly payment, or

·grants payment or term extensions that extend the lease’s term beyond the final scheduled payment date of the Class C notes.

Ford Credit must make a corresponding payment to the collection account for any reallocated leases and leased vehicles.

For more details about the servicer’s obligation to reallocate leases and leased vehicles if the servicer takes certain actions, you should read “Servicing — Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles.”

Ratings

The depositor expects that the notes will receive credit ratings from __ nationally recognized

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statistical rating organizations, or “rating agencies.”

The ratings of the notes will reflect the likelihood of the timely payment of interest on, and the ultimate payment of principal of, the notes according to their terms.  Each rating agency rating the notes will monitor its ratings under its normal surveillance process.  Ford Credit has agreed to provide ongoing information about the notes and the reference pool to each rating agency.  A rating agency may change or withdraw an assigned rating at any time.  A rating action taken by one rating agency may not necessarily be taken by another rating agency.  No transaction party will be responsible for monitoring changes to the ratings on the notes.

Tax Status

If you purchase a note, you agree by your purchase that you will treat your note as debt for U.S. federal, state and local income and franchise tax purposes.

__________ will deliver its opinion that, for U.S. federal income tax purposes:

·the offered notes will be treated as debt, and

·the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For more information about the application of tax laws, you should read “Tax Considerations.”

ERISA Considerations

The offered notes generally will be eligible for purchase by employee benefit plans.

For more information about the treatment of the notes under ERISA, you should read “ERISA Considerations.”

Investment Considerations

The trust is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940 and, in making this determination, is relying on the exemption in [Rule 3a-7] of the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the trust.  The trust is structured not to be a “covered fund” under the regulations adopted to implement

Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

The Class A-1 notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940.  A money market fund should consult its legal advisors regarding the eligibility of the Class A-1 notes under Rule 2a-7 and whether an investment in the Class A-1 notes satisfies the money market fund’s investment policies and objectives.

For more information about Rule 2a-7 under the Investment Company Act of 1940, you should read “Investment Considerations.”

Contact Information for the Depositor

Ford Credit Auto Lease Two LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 0802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone number: (313) 594-3495

Email:  FSPEMgt@ford.com

Contact Information for the Servicer

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 0802-A3

One American Road

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Telephone number: (313) 248-9379

Email:  FDSecops@ford.com

Website: www.fordcredit.com

CUSIP Numbers

	CUSIP
Class A-1 notes
Class A-2[a] notes
[Class A-2b notes]
Class A-3 notes
Class A-4 notes
[Class B notes]
[Class C notes]

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RISK FACTORS

You should consider the following risk factors in deciding whether to purchase the notes.

The assets of the trust are limited and are the only source of payment for your notes	The trust will not have assets or sources of funds other than amounts received on the exchange note and related property it owns.  Credit enhancement is limited.  Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or anyone else.  If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.
The timing of principal payments on your notes is uncertain	Faster than expected rates of prepayments on the reference pool will cause the trust to pay principal of your notes earlier than expected and will shorten the maturity of your notes.  Prepayments on the reference pool will occur if:
	·the related leased vehicles are purchased under the leases prior to the scheduled termination dates,
	·lessees participate in early termination programs sponsored by Ford,
	·lessees terminate leases early and the returned vehicles are sold more quickly than expected,
	·lessees default on their leases and proceeds are received from the sale of the leased vehicles,
	·the servicer receives proceeds from physical damage, credit life or other insurance policies covering the leased vehicles or lessees,
	·the servicer reallocates modified or impaired leases and leased vehicles from the reference pool, and
	·the depositor or Ford Credit reallocates ineligible leases and leased vehicles from the reference pool.
	A variety of economic, social and other factors will influence the rate of prepayments on the reference pool.  No prediction can be made about the actual prepayment rates that will occur for the reference pool.
	[In addition, the timing of principal payments may be affected by the level of interest rates.  If interest rates fall below the rates at the time of issuance of the floating rate notes, there will be additional excess spread available to pay principal of the notes on each payment date.  If interest rates rise above the rates at the time of issuance of the floating rate notes, there will be less excess spread available to pay principal of the notes on each payment date.]

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	If principal of your notes is paid earlier than expected due to faster rates of prepayments on the reference pool, and interest rates at that time are lower than interest rates at the time principal would have been paid had those prepayments occurred as expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes.  Alternatively, if principal of your notes is paid later than expected due to slower rates of prepayments on the reference pool, and interest rates at that time are higher than interest rates at the time principal would have been paid had those prepayments occurred as expected, you may lose reinvestment opportunities and, if your notes were purchased at a discount, your yield may be reduced.  You will bear all reinvestment risk resulting from principal payments on your notes occurring earlier or later than expected.
	In addition, your notes will be paid in full before maturity if the servicer exercises its clean up call when the principal amount of the notes is [10]% or less of the initial principal amount of the notes.
	For more information about the timing of payment on the reference pool, you should read “Maturity and Prepayment Considerations.”
[The Class B and Class C notes will be subject to greater risk because of subordination	The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes until interest on the Class A notes is paid in full, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full. The Class C notes bear even greater risk because of similar subordination to more senior classes of notes.  Failure to pay interest on subordinated notes that are not part of the controlling class will not be an event of default.]
Overcollateralization may not increase as expected	The overcollateralization is expected to increase to the targeted overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the total securitization value of the reference pool over time.  It is not certain that the targeted overcollateralization amount will be reached or maintained, or that the reference pool will generate sufficient collections to pay your notes in full.
	For more information about overcollateralization as a form of credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization.”
An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes	An event of default may result in an acceleration of payments on your notes.  If collections on the reference pool and the proceeds of any sale of the leases and leased vehicles or the exchange note are insufficient to pay the amounts owed on your notes, you may have delays in payments or losses on your notes.  If principal of your notes is paid earlier than expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes.  If the notes are accelerated after an event of default, the trust will not pay interest on or principal of any notes that are not part of the controlling class until interest on and principal on the notes of the controlling class is paid in full.

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	For more details about events of default and acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration.”  For more details about the change in the priority of payments following events of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments” and “— Post-Acceleration Priority of Payments.”
Bankruptcy of Ford Credit could result in delays in payment or losses on your notes	If Ford Credit becomes subject to a bankruptcy proceeding, you may have delays in payment or losses on your notes.  A bankruptcy court could conclude that Ford Credit effectively still owns the exchange note because the sale of the exchange note by Ford Credit to the depositor and by the depositor to the trust were not “true sales” or the assets and liabilities of the titling companies, the holding companies that own membership interests in the titling companies and the depositor should be consolidated with those of Ford Credit for bankruptcy purposes.  If a court were to reach either of these conclusions, you may have delays in payment or losses on your notes due to:
	·the “automatic stay” of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court and other U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances,
	·tax or government liens on Ford Credit’s property that was existing before the transfer of the exchange note to the trust having a claim on collections that are senior to your notes, or
	·the trust not having a perfected security interest in the exchange note or any cash collections held by Ford Credit at the time the bankruptcy proceeding starts.
	In addition, the transfer of the exchange note by the depositor to the trust, although structured as a sale, may be viewed as a financing because the depositor retains the residual interest in the trust.  If a court were to decide that the transfer was not a sale or the depositor was consolidated with Ford Credit in the bankruptcy proceeding, the notes would benefit from a security interest in the exchange note but the exchange note would be owned by Ford Credit and payments could be delayed, collateral substituted or other remedies imposed by the bankruptcy court that could cause delays in payment or losses on your notes.
	Any bankruptcy proceeding involving Ford Credit may also adversely affect the rights and remedies of the trust and payments on your notes in other ways, whether or not the transfer of the exchange note is considered a “true sale.”  For example:
	·as noted above, the “automatic stay” may prevent the exercise by the trust and others of their rights and remedies against Ford Credit and others, including the right to replace Ford Credit as servicer or the right to require it to reallocate leases and leased vehicles based on a breach of a representation, and/or

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	·Ford Credit may be permitted to reject some agreements to which it is a party, including the sale and servicing agreement, and not be required to perform its obligations under those agreements.
	For more information about the effects of a bankruptcy on your notes, you should read “ Important Legal Considerations — Bankruptcy Considerations.”
Performance of the reference pool is uncertain and depends on many factors and may worsen in an economic downturn	The performance of the leases and leased vehicles in the reference pool depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual lessees, Ford Credit’s underwriting standards at origination, the accuracy of Ford Credit’s residual value forecasts, the success of Ford Credit’s servicing, collection and vehicle remarketing strategies and used vehicle prices.
	The used vehicle market is affected by supply and demand for vehicles, which is influenced by many factors, including:
	·consumer tastes and preferences, which are influenced by many factors, including changes in technology and changes in fuel prices,
	·the availability of financing to consumers and dealers for their purchase of used vehicles,
	·vehicle manufacturer decisions, including those on pricing and incentives offered for the purchase of new vehicles, on the introduction and pricing of new car models or on whether to sell a brand or to discontinue a model or brand,
	·government actions, including actions that encourage consumers to purchase some types of vehicles,
	·severe weather conditions that create delays in vehicle transportation or selling vehicles at auction,
	·high volumes of lease terminations concentrated in specific locations or during specific periods of time that cause an excessive volume of used vehicles in the market, and
	·other factors including significant vehicle recalls and labor strikes.
	None of these factors can be predicted with certainty.  Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.  Changes in various factors could have disproportionate effects on the supply or demand for some vehicle types or models.  For example, increases in fuel prices could disproportionately reduce the resale value of larger, less fuel efficient vehicles, like full-sized trucks and SUVs.  Similarly, introduction of a new model by Ford may impact the resale value of similar, but older, models.  Consequently, the performance of the reference pool cannot be predicted with accuracy and may result in losses on your notes.

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	In addition, if an economic downturn occurs, delinquencies and losses on the leases could increase, which could result in losses on your notes.
	For more information about residual performance, delinquencies, repossessions and credit losses for Ford Credit’s portfolio of U.S. leases, you should read “Sponsor and Servicer — Residual Performance, Delinquency, Repossession and Credit Loss Information.”
Residual value losses could result in losses on your notes	Because the leases in the reference pool are closed-end leases, you will bear the risk that the leased vehicles are worth less than their base residual valuesat the end of the leases.  The aggregate base residual value of the leased vehicles equals ____% of the sum of the base monthly payments plus the base residual value. This is the amount that will be available to pay your notes assuming each base monthly payment is made as scheduled and each leased vehicle is returned and sold for an amount equal to its base residual value.  The base residual value used in this securitization transaction is the lower of the contract residual value stated in the lease and the ALG base residual value.  The base residual value of ____% of the leased vehicles by securitization value equals the ALG base residual value of the leased vehicles.
	In order to establish residual values, Ford Credit and ALG each make predictions about a number of factors that may affect the supply and demand for used vehicles, including changes in consumer tastes and economic factors, vehicle manufacturer decisions and government actions, as described in “— Performance of the reference pool is uncertain and market factors may reduce used vehicle prices and you could incur losses on your notes if an economic downturn occurs” above.  In making forecasts of the value of used vehicles in the future, Ford Credit and ALG each also make predictions about a number of factors that affect used vehicle pricing, including housing prices, commodity prices, wage growth, consumer sentiment, interest rates, gas and oil prices and new vehicle sales.  None of these factors can be predicted with certainty.  Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.

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	In addition, nearly every lease in the reference pool was originated under Ford-sponsored marketing programs.  Under these programs, the contract residual values of the leased vehicles were set higher than the contract residual values Ford Credit would otherwise have set.  As a result, the price at which a lessee may purchase one of these leased vehicles was also set higher than it would otherwise have been set, making it more likely that the purchase price will exceed the market value of the leased vehicle at the time of lease termination and less likely that a lessee will purchase one of these leased vehicles.  Consequently, a large portion of the leased vehicles will likely be returned at lease termination and the net sales proceeds on these returned leased vehicles may be less than their base residual values.  Finally, you may not receive the full benefit if the market value is greater than the base residual value because the lessee has the right to purchase the leased vehicle.  The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease, which equals the contract residual value plus a fee of up to $500 and other amounts owed under the lease.
	Because residual values cannot be predicted with certainty and you will bear the risk if the leased vehicles are worth less than their base residual values and may not receive the full benefit if they are worth more than their base residual values, you may experience delays in payments or losses on your notes.
[The trust will issue floating rate notes, but will not enter into interest rate hedges, which could result in losses on your notes if interest rates rise	The leases in the reference pool require level monthly payments and the exchange note accrue interest at a fixed rate, while the floating rate notes will accrue interest at a floating rate based on one-month LIBOR plus a spread.  Even though the trust will issue floating rate notes, it will not enter into interest rate hedges or other derivatives contracts to mitigate this interest rate risk.
	The trust will pay interest on the floating rate notes from available funds and not solely from funds that are dedicated to the floating rate notes.  Therefore, an increase in market interest rates would reduce the amounts available for payments to all the notes, not just to the floating rate notes.
	If the floating rate payable by the trust increases to the point at which the amount of interest and principal due on the notes, together with fees and expenses of the trust, exceeds the available funds, the trust may not have sufficient funds to pay interest and principal due on the notes.  If the trust does not have sufficient funds to make these payments, you may have delays in payment or losses on your notes.]
Failure to pay principal on a note will not be an event of default until its final scheduled payment date	The trust will not be obligated to pay a specific amount of principal of any note on any date other than its outstanding principal amount on its final scheduled payment date.  Failure to pay principal of a note will not be an event of default until its final scheduled payment date.

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Federal financial regulatory reform could have an adverse impact on Ford Credit, the titling companies, the depositor or the trust	The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” is extensive legislation that impacts financial institutions and other non-bank financial companies, like Ford Credit.  The Dodd-Frank Act created the Consumer Financial Protection Bureau, an agency responsible for administering and enforcing the laws and regulations for consumer financial products and services including leases.  In June 2015, the Consumer Financial Protection Bureau issued a final rule giving it authority to supervise the largest nonbank automotive finance companies, including Ford Credit.  This is expected to lead to an examination of Ford Credit for compliance with consumer financial protection laws.
	In addition, the Dodd-Frank Act increased the regulation of the securitization and derivatives markets.  Many of the new requirements are the subject of implementing regulations, some of which have not yet been finalized.  Until all implementing regulations are finalized, it is not clear whether the new requirements will have an adverse impact on the servicing of the reference pool, on Ford Credit’s securitization programs or on the regulation and supervision of Ford Credit, the titling companies, the depositor or the trust.
	For more information about potentially applicable provisions of the Dodd-Frank Act, you should read “Important Legal Considerations — The Dodd-Frank Act.”
	The Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under law would have serious adverse effects on financial stability in the United States.  It is not clear whether the liquidation framework would apply to Ford Credit, the titling companies, the depositor or the trust.  The expectation is that the framework will be invoked only very rarely.  Guidance from the FDIC indicates that the framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime that would apply to Ford Credit, the titling companies, the depositor and the trust.  If the FDIC were appointed as receiver for Ford Credit, any titling company, the depositor or the trust, or if future regulations or FDIC actions are contrary to the FDIC guidance, you may have delays in payment or losses on your notes.
	For more information about the framework, you should read “Important Legal Considerations — The Dodd-Frank Act.”

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	Regulatory activity relating to the automotive finance sector and auto securitization increased, particularly for subprime auto finance.  Since July 2014, several subprime auto finance companies have reported that the U.S. Department of Justice and/or various state attorneys general have served them with subpoenas requesting information relating to their subprime auto financing practices.  Separately, in October 2014, Ford Credit received a voluntary document request from the SEC in connection with its investigation into “certain practices in subprime auto loan ABS.” The SEC informed Ford Credit that the request was made to a number of automotive finance companies as part of an industry-wide investigation, and Ford Credit is cooperating with the request.
	It is not clear whether this or other regulatory activity, if applicable to Ford Credit, would have an adverse impact on Ford Credit or on Ford Credit’s securitization programs or your notes.
Interests of other persons in the exchange note, the leases or the leased vehicles could reduce funds available to pay your notes	If another person acquires an interest in the exchange note or in a lease or leased vehicle in the reference pool that has priority over the trust’s interest, the payments on the exchange note, the collections on the lease or the proceeds from the sale of that leased vehicle may not be available to make payments on your notes.  Another person could acquire an interest that is superior to the trust’s interest if:
	·the trust does not have a perfected security interest in the exchange note because its security interest was not properly perfected despite the delivery of the exchange note to the indenture trustee on the closing date,
	·the collateral agent does not have a perfected security interest in the assets in the reference pool because its security interest in the leases or leased vehicles was not properly perfected despite the grant of a security interest in the leases and leased vehicles to the collateral agent on their acquisition by the titling companies and the application for a certificate of title for each leased vehicle naming the collateral agent as secured party,
	·the related titling company does not have proper evidence of its ownership of a leased vehicle in the reference pool despite the application for a certificate of title for the leased vehicle naming the related titling company as owner,
	·the collateral agent does not have a perfected security interest in the lease in the reference pool because the collateral agent did not maintain physical possession, for a tangible contract, or “control,” for an electronic contract, or
	·the collateral agent’s security interest in a lease or leased vehicle in the reference pool is impaired because holders of some types of liens, such as a lien in favor of the Pension Benefit Guaranty Corporation, tax liens or mechanic’s liens, may have priority over the collateral agent’s security interest, or a leased vehicle is confiscated by a government agency.

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	For more information about the security interests in the exchange note and the leases and leased vehicles in the reference pool, you should read “Important Legal Considerations — Security Interests in Exchange Note and Leases and Leased Vehicles.”
	In addition, the collateral agent will not have a security interest in sale proceeds from the lease vehicles held by the qualified intermediary under the LKE program, which could result in losses on your notes if the servicer becomes insolvent or is subject to a bankruptcy proceeding or defaults in its obligation to deposit an amount equal to those proceeds in the collection account.
	For more information about the LKE program, you should read “Sponsor and Servicer — Like-Kind Exchange.”
The servicer’s ability to commingle collections with its own funds could result in delays in payment or losses on your notes	The servicer will be required to deposit collections on the reference pool in the collection account within two business days of applying them on the leases or on a monthly basis, depending on its credit ratings.  Until it deposits collections, the servicer may use them at its own risk and for its own benefit and may commingle collections on the reference pool with its own funds.  If the servicer does not pay these amounts to the trust by the next payment date, which could occur if the servicer becomes subject to a bankruptcy proceeding, you may have delays in payment or losses on your notes.
The servicer has discretion over the servicing of the leases and leased vehicles which could impact the amount or timing of funds available to make payments on your notes	The servicer has discretion in servicing the leases and leased vehicles in the reference pool, including the ability to grant payment extensions and to determine the timing and method of collection, vehicle remarketing [and whether or not to make a servicer advance].  The manner in which the servicer exercises that discretion could have an impact on the amount or timing of collections on the reference pool and consequently on the amount or timing of payments received by the trust on the exchange note.  If [the servicer determines not to advance funds, or if other][any] servicing procedures impact the amount or timing of the collections on the leases and leased vehicles in the reference pool, you may have delays in payment or losses on your notes.
The absence of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell them	If a secondary market for your notes does not develop it could limit your ability to resell them.  This means that if you want to sell your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed.  The underwriters may assist in the resale of notes, but they are not required to do so.  If a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets or it might not be sufficiently liquid to allow you to resell your notes.

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You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur	The trust will pledge the exchange note to the indenture trustee to secure payment of the notes.  The controlling class may declare an event of default relating to a breach of a material covenant and accelerate the notes after an event of default, and waive events of default (other than failure to pay interest on or principal of the notes).  The controlling class may, in some circumstances, direct the indenture trustee to sell the exchange note after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full.  If your notes cannot be paid in full with the proceeds of a sale of the exchange note, you will suffer a loss.
	The controlling class may terminate the servicer following a servicer termination event and may waive servicer termination events.
	Holders of notes that are not part of the controlling class will have no right to take these actions.  Only the controlling class will have these rights.  The controlling class may have different interests from the noteholders of other classes and will not be required to consider the effect of its actions on the noteholders of other classes.
	For more details about the actions that the controlling class may direct, you should read “Description of the Notes — Events of Default and Acceleration” and “Servicing — Resignation and Termination of Servicer.”
Payments on the notes depend on collections on the leases, the number of leases that default and proceeds from the sale of the leased vehicles	The trust will pay the notes only with amounts received on the exchange note.  The amounts received on the exchange note will primarily depend on the collections on the leases in the reference pool, the number of leases that default and the proceeds from the sale of the leased vehicles on scheduled termination, early termination or default.  If there are decreased collections, increased defaults or the net sale proceeds from the leased vehicles are less than the base residual values of the leased vehicles, you may have delays in payment or losses on your notes.
	The market value of a leased vehicle may not be greater than or equal to its base residual value at the end of the lease.  If the market value of a leased vehicle is less than the price at which the lessee may purchase the vehicle under the lease, the lessee will be more likely to return it.  If the net sale proceeds from returned leased vehicles are less than their base residual values, you may have delays in payment or losses on your notes.
Geographic concentration may result in more risk to you	As of the cutoff date, the billing addresses of the lessees of the leases in the reference pool are concentrated by initial total securitization value in the following states:
		_________	(___%)
		_________	(___%)
		_________	(___%)
		_________	(___%)

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	No other state is more than 5% of the initial total securitization value.  Economic conditions or other factors affecting states with a high concentration of lessees could adversely impact the performance of the reference pool and could result in delays in payment or losses on your notes.
	[If leases from any state or geographic region represent 10% or more of the reference pool, disclosure of any economic or other factors specific to such state or region that may materially impact the pool or the cash flows to be added.]
Delays in collecting payments could occur if Ford Credit is not the servicer	If Ford Credit resigns or is terminated as servicer, the processing of payments on the leases, sales of returned or repossessed leased vehicles and information about collections could be delayed.  This could cause payments on your notes to be delayed.  Ford Credit may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described in “Servicing — Resignation and Termination of Servicer.”
The servicing fee may be insufficient to attract a replacement servicer	If Ford Credit resigns or is terminated as servicer, the servicing fee, which is calculated as a fixed percentage of the total securitization value, may be insufficient to attract a replacement servicer or cover the actual cost of servicing the reference pool.  In particular, the amount of the servicing fee will decline each month as the total securitization value declines but the cost of servicing each account will remain essentially fixed.  This risk is greatest toward the end of a securitization transaction when a larger portion of collections will be attributable to sales of leased vehicles which have a higher cost of servicing than the collection and processing of monthly payments.  A delay or inability to find a replacement servicer would delay collection and other servicing activities on the leases and leased vehicles in the reference pool and could delay payments and reports to the noteholders and the indenture trustee, reduce amounts collected on the reference pool, including vehicle sale proceeds on returned or repossessed leased vehicles or amounts collected on defaulted leases and ultimately lead to delays in payment or losses on your notes.
Leases that do not comply with consumer financial protection laws could result in delays in payment or losses on your notes	If a lease does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting amounts due on the lease.  This could result in delays in payment or losses on your notes.
	For more details about consumer financial protection laws relating to the leases, you should read “Important Legal Considerations —Lease Contracts and Leased Vehicles — Consumer Financial Protection Laws.”

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A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes	The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability.  The ratings reflect each rating agency’s assessment of the future performance of the reference pool, the credit enhancement available for the notes and the likelihood of repayment of the notes.  The notes may not perform as expected and the ratings may be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the reference pool, analytical errors or incorrect assumptions.  None of the depositor, the sponsor or any of their affiliates will be obligated to replace or supplement any credit enhancement or to take other action to maintain any ratings on the notes.  If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	The sponsor hired ___ rating agencies that are nationally recognized statistical rating organizations, or “NRSROs,” and will pay them a fee to assign ratings on the notes.  The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO assigned ratings on the notes.  However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO to make it possible for non-hired NRSROs to assign unsolicited ratings on the notes.  An unsolicited rating could be assigned at any time, including before the closing date, and none of the sponsor, the depositor, the underwriters or any of their affiliates will be obligated to inform you of any unsolicited ratings assigned after the date of this prospectus.  NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements.  If a non-hired NRSRO assigns an unsolicited rating on the notes, it may be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.  In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	You should make your own evaluation of the future performance of the reference pool, the credit enhancement available for the notes and the likelihood of repayment of the notes.  You should not rely solely on the ratings on the notes.
Eligibility of the Class A-1 notes under Rule 2a-7	The Class A-1 notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940.  However, the Class A-1 notes could fail to be “eligible securities” under Rule 2a-7 if any NRSRO reduces or withdraws its short-term ratings assigned to the Class A-1 notes.
	Any determinations about the qualification of the Class A-1 notes under, and compliance with, other applicable requirements of Rule 2a-7 are solely the responsibility of each money market fund and its investment advisor.

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	For more information about Rule 2a-7 under the Investment Company Act of 1940, you should read “Investment Considerations.”
[The allocation of the principal amount of the Class A-2 notes is unknown	The allocation of the principal amount of the Class A-2 notes between the Class A-2a notes and the Class A-2b notes may not be determined until the day of pricing.  A higher allocation to the floating rate notes will correspondingly increase the exposure of the trust to increases in the interest rate payable on the floating rate notes.  In addition, a reduction in liquidity in the secondary market for the Class A-2a or Class A-2b notes may result if either class has a small principal amount compared to the other.]
Retention of notes by the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes	The depositor may retain some of the notes.  As a result, the market for a retained class of notes may be less liquid than would otherwise be the case and, if retained notes are later sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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SPONSOR AND SERVICER

General

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Ford dealers.  Ford Credit is a Delaware limited liability company and is a wholly-owned subsidiary of Ford.

Ford Credit provides a wide variety of automotive financing products to and through motor vehicle dealers throughout the world.  Ford Credit’s primary financing products are:

·Retail financing — purchasing retail installment sale contracts and leases from dealers, and offering financing to commercial customers, primarily vehicle leasing companies and fleet purchasers, to lease or purchase vehicle fleets,

·Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing and

·Other financing — making loans to dealers for working capital, improvements to dealership facilities, and to purchase or finance dealership real estate.

Ford Credit also services the finance receivables and leases it originates and purchases, makes loans to Ford affiliates, purchases some receivables of Ford and its subsidiaries and provides insurance services related to its financing programs.

Ford Credit earns its revenue primarily from:

·payments on retail installment sale contracts and leases that it purchases,

·interest supplements and other support payments from Ford and affiliated companies on special rate financing programs and

·payments on wholesale and other dealer loan financing programs.

Ford Credit will be the sponsor of the securitization transaction in which the notes will be issued.  Ford Credit will be the servicer of the leases and leased vehicles in the reference pool and the securitization transaction and the administrator for the trust.  Ford Credit is also the lender under the credit and security agreement, the servicer for the titling companies, the administrator for the collateral agent.

As sponsor, Ford Credit will be responsible for structuring this securitization transaction, selecting the transaction parties and paying the expenses of forming the trust, legal fees of some transaction parties, rating agency fees for rating the notes and other transaction expenses.  Ford Credit will also select the leases and leased vehicles allocated to the reference pool for this securitization transaction using the criteria described in “Reference Pool — Selection of the Reference Pool.”  Ford Credit will make representations about the characteristics of the leases and lease vehicles in the reference pool on which the depositor and the trust will rely in acquiring the exchange note.  If Ford Credit has knowledge or is notified by the trust, the owner trustee or the indenture trustee that a representation was untrue when made and the breach has a material adverse effect on the lease or leased vehicle, Ford Credit must reallocate the lease or leased vehicle from the reference pool unless it corrects the breach in all material respects before the date it is required to reallocate the lease and leased vehicle.

For more information about the representations and reallocation obligations, you should read “Reference Pool — Representations About the Reference Pool” and “—Obligation to Reallocate Ineligible Leases and Leased Vehicles.”

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As lender, Ford Credit advances funds to the titling companies for the purchase of leases and leased vehicles from Ford and Lincoln brand motor vehicle dealers in the United States in the ordinary course of itsbusiness.  As lender, Ford Credit will request the titling companies to issue the exchange note for this securitization transaction and will also be the initial holder of the exchange note and other exchange notes issued under the credit and security agreement.  In addition, as lender, Ford Credit will have voting and other rights under the credit and security agreement.

As servicer for the titling companies, Ford Credit is responsible for originating, purchasing and underwriting the leases and leased vehicles purchased by the titling companies.  Ford Credit is also responsible for servicing the leases and leased vehicles owned by the titling companies, including the leases and leased vehicles in the reference pool.

As collateral agent administrator, Ford Credit performs administrative duties on behalf of the collateral agent, including maintaining the lien and security interest granted to the collateral agent under the credit and security agreement and taking necessary actions for the collateral agent and the certificates of title for the leased vehicles.  As administrator, Ford Credit will perform administrative duties on behalf of the trust.  Ford Credit will receive a fee for the performance of its services as collateral agent administrator and administrator.

Ford Credit’s wholly-owned subsidiary, the depositor, will retain [__% of each class of notes and] the residual interest in the trust. The residual interest represents the ownership interest in the trust and the right to all funds not needed to make required payments on the notes, pay fees and expenses of the trust or make deposits in the reserve account.  [The depositor’s retention of __% of each class of notes represents a vertical interest in the securitization transaction.]  The residual interest is subordinated to the notes and represents the first-loss interest in this securitization transaction.  The depositor’s retained interests will not be hedged by Ford Credit, the depositor or any of their affiliates.

[To be added for offerings after December 24, 2016:] [For more information about the required retention of credit risk in the transaction by the sponsor, you should read “Credit Risk Retention.”]

Ratings of Sponsor and Servicer

As of the date of this prospectus, Ford Credit’s senior unsecured debt ratings are:

	DBRS	Fitch	Moody’s	S&P
Short-term debt ratings
Long-term debt ratings
Outlook

[Although the rating agencies have raised or indicated a more favorable outlook on Ford Credit’s debt ratings recently, the rating agencies had previously lowered Ford Credit’s debt ratings and may change the ratings or downgrade Ford Credit at any time.]

Based on its present ratings, Ford Credit, as servicer, will be required to deposit collections on the leases and leased vehicles in the reference pool in the collection account within two business days of applying these amounts to the lessee accounts.

For more information about the deposit of collections, you should read “Servicing — Deposit of Collections.”

Securitization Experience

Ford Credit has securitized its assets since 1988.

Ford Credit’s securitization programs are diversified across asset classes and markets.  Ford Credit sponsors securitization programs for retail installment sale contracts, operating leases and the related

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vehicles and dealer floorplan receivables.  Ford Credit participates in a number of international securitization markets, including the United States, Canada, Europe (primarily in the United Kingdom and Germany),Mexico and China. Ford Credit also participated in the securitization markets in Japan and Australia and other European countries.

In the United States, Ford Credit sponsors a number of securitization and structured financing programs in which it sells receivables in the public markets and in private transactions.  In addition to selling receivables to trusts making registered public offerings or private placements of asset-backed securities, Ford Credit regularly sells retail installment sale contracts to a large number of multi-seller asset-backed commercial paper conduits and other banks and financial institutions.

Ford Credit securitizes its assets because the market for securitization of financial assets usually provides the company with a lower cost source of funding than other alternatives, diversifies funding among different markets and investors, and provides additional liquidity.  Ford Credit meets a significant portion of its funding requirements through securitizations for these reasons.  Securitization is a core component of Ford Credit’s funding strategy.

For more information about Ford Credit’s securitization programs and its funding strategy, please read Ford Credit’s Annual Report on Form 10-K which is available on Ford Credit’s website at www.fordcredit.com.

Securitization Program for Leases

Ford Credit established a publicly-registered securitization program for leases in the United States in 2011.  The asset-backed securities offered by this prospectus are part of this program.  Ford Credit first securitized leases in the mid-1990s and has had an active private securitization program for leases since 2004, including widely distributed transactions under Rule 144A beginning in 2009 and ending in 2011 when Ford Credit started its public lease securitization program.  Ford Credit issued asset-backed securities in more than __ transactions under its public and private lease programs.  [Ford Credit has never received a demand to reallocate a lease and leased vehicle from a reference pool backing the asset-backed securities offered in these programs due to a breach of representations made about the leases and leased vehicles.]  Reallocations of leases and leased vehicles due to Ford Credit’s discovery of a breach of representations have been immaterial in these lease programs.  [None of the asset-backed securities offered in these programs have experienced any losses or events of default and Ford Credit has never taken any action out of the ordinary in any transaction to prevent losses or events of default.]

Use of Titling Companies; Financing Purchases of Leases by Titling Companies

Ford Credit uses titling companies in its leasing business.  The titling companies purchase leases entered into between retail customers and motor vehicle dealers and the leased vehicles that are subject to those leases.  The titling company that purchases a lease and leased vehicle is determined by the state where the leased vehicle is titled at the beginning of the lease.  Each titling company pays the purchase price of its leases and leased vehicles with funds borrowed from Ford Credit under a revolving credit facility established by the credit and security agreement and contributions to the titling company indirectly from Ford Credit.  The titling companies have agreed to pay amounts advanced under the revolving credit facility on a joint and several basis.

Ford Credit may request that the titling companies exchange the amount outstanding under the revolving credit facility for a term note evidenced by an “exchange note.”

Amounts due to Ford Credit under the revolving credit facility and amounts due under outstanding exchange notes, including the exchange note issued for this securitization transaction, are secured by a single security interest in favor of the collateral agent, for the benefit of Ford Credit and the holder of an exchange note, on the leases and leased vehicles financed under the credit and security agreement and proceeds of those leases and leased vehicles.  Whenever a new exchange note is issued, some leases and leased vehicles are allocated as a reference pool for that exchange note and generally only the collections

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on those leases and leased vehicles will be used to make payments on that exchange note.  For more information about the reference pool, see “Reference Pool.”

Under the credit and security agreement and for the LKE program, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale.  Ford Credit, as servicer, must deposit those proceeds in the collection account under the servicing agreement.

Origination, Underwriting and Purchasing

Vehicle Leasing.  Ford Credit titling companies use funds borrowed from Ford Credit to purchase completed leases entered into between lessees and Ford and Lincoln brand motor vehicle dealers.  When a lessee leases a vehicle from a dealer, the lessee and the dealer agree on the price of the vehicle and the purchase of insurance, service contracts and other products offered by the dealer.  If the lessee elects to lease the vehicle through the dealer, the lessee and the dealer decide on the lease term, mileage allowance, residual value and payment terms for the lease.  The lessee also chooses the day on which monthly payments will be due, but the first monthly payment date must be within 21 and 35 days of completing the lease.  The dealer will determine if the lessee is eligible for and will be using marketing programs offered by Ford and Ford Credit that impact the terms of the lease.

The monthly payments are set so that, over the lease term, the “base monthly payments” will cover the difference between the adjusted capitalized cost of the lease and the estimated value of the leased vehicle at the end of the lease term or the “contract residual value” plus lease charges.  The “adjusted capitalized cost” of the lease is generally equal to the price of the leased vehicle plus taxes, additional products such as insurance and service contracts, dealer installed accessories and vehicle charging stations installed as part of the lease, outstanding balances on prior leases or trade-in vehicles and other fees and charges included in the lease, less any vehicle trade-in, cash payments from the lessee and cash payments from marketing program offered by Ford and Ford Credit applied to reduce this amount.  Ford Credit will generally only purchase leases from dealers if it approved the additional products included on the lease and the providers of those products.  Lease charges are based on an implicit interest rate, called a “lease factor.”  A lessee’s total monthly payment also includes sales or use taxes imposed on the base monthly payment and an amount to cover applicable personal property taxes and similar government charges.

The leases are closed-end leases, so the lessee can return the leased vehicle at the end of the lease term and not be obligated for the residual risk associated with the leased vehicle.  At the end of a closed-end lease, if the lessee elects not to purchase the leased vehicle, the lessee must return it.  If the lessee returns the leased vehicle, the lessee is not required to pay the deficiency between the net sale proceeds received for the leased vehicle and the contract residual value and is not entitled to the excess of the leased vehicle’s net sale proceeds over the contract residual value.  The related titling company, as the lessor, assumes the residual risk on the leased vehicle.

Ford Credit establishes a standard contract residual value and lease factor for each lease.  However, nearly every lease purchased by the titling companies is originated under Ford-sponsored vehicle marketing programs.  Under these programs, the contract residual value is set higher and/or the lease factor is set lower than Ford Credit would otherwise have set them.  Ford Credit also allows lessees to reduce the lease factor by prepaying every monthly payment in a single up-front payment.

Credit Application and Scoring Models.  Ford Credit makes credit and purchase decisions on behalf of the titling companies, as servicer for the titling companies.  Each lessee that elects to lease through the dealer completes a credit application.  If the dealer is requesting Ford Credit to purchase the lease, the dealer submits the credit application electronically to Ford Credit through online systems together with information about the proposed terms of the lease.  On receipt of a credit application, Ford Credit automatically obtains a credit report on the applicant from a national consumer credit bureau, which includes a credit score and other credit information.  Ford Credit generally selects a credit bureau based on its assessment of which credit bureau provides the most accurate and complete credit reports in the applicant’s geographic area.  In some cases, the applicant is a business entity and a credit report from a commercial credit bureau is used as described in “— Commercial Accounts” below.  In a small number of cases, a credit report is not available because an applicant does not have a sufficient credit history.  Ford Credit also

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automatically obtains other information on the applicant including results of compliance and fraud checks, whether the applicant has other active credit applications submitted to Ford Credit, whether the applicant is a current or former Ford Credit customer, and in some cases, other available credit information.

If an individual applicant has sufficient recent credit history, the credit bureau data used in Ford Credit’s origination scoring models includes the applicant’s credit risk score, often called a FICO® score.  A FICO® score is generated using statistical models created by Fair Isaac Corporation and measures the likelihood that an applicant will become severely delinquent.  FICO® is a registered trademark of Fair Isaac Corporation.  FICO® models are updated from time to time.  Ford Credit currently uses FICO® scores designed specifically for automotive financing known as FICO® 8 scores.  FICO® scores range from 250 to 900.  FICO® score is a significant factor in Ford Credit’s consumer origination scoring models.  For most applications, lease-to-value and payment-to-income ratios are also important factors in Ford Credit’s origination scoring models.

The first step Ford Credit takes on receipt of an application is to classify the applicant based on whether the applicant is an individual or business entity and the applicant’s credit profile.  This classification determines the particular origination scoring model to be used.  Ford Credit’s proprietary origination scoring models assess the creditworthiness of the applicant using the information in the applicant’s credit application, the proposed terms of the lease, the applicant’s credit bureau data and other information obtained by Ford Credit.  The origination scoring models are statistical tools used to differentiate credit applicants based on their probability of paying the amounts due under their leases.  The origination scoring models assign a proprietary risk score for each applicant that is used in Ford Credit’s evaluation process.  The origination scoring models update the applicant’s risk score in real time throughout the evaluation and purchasing process if inputs to the score change.  Using origination scoring models does not eliminate credit risk.

Ford Credit’s origination scoring models were developed internally based on Ford Credit’s consumer portfolio databases of millions of leases originated over several decades to identify key variables that predict an applicant’s probability of paying the amount due under the lease.  Ford Credit regularly reviews its origination scoring models to confirm the continued business significance and statistical predictability of the variables, including comparing actual and predicted performance of its lease portfolio.  Ford Credit develops new origination scoring models for its consumer, commercial and commercial line of credit applicants on a regular cycle plan.  Ford Credit may make adjustments to improve the performance of the origination scoring models between development cycles by uniformly changing the overall scores or modifying the weighting of selected variables.

Underwriting and Credit Evaluation.  After all information is obtained and a proprietary risk score generated, Ford Credit evaluates the application to determine whether to approve it.  Ford Credit’s decision process is based on a judgmental evaluation of the applicant, the credit application, the proposed terms of the lease, credit bureau information, proprietary risk score and other information.  The evaluation emphasizes the applicant’s ability to pay and creditworthiness focusing on payment, affordability, customer credit history and stability as key considerations.  The creditworthiness of any co-applicant or guarantor is evaluated in a similar manner to the applicant and is also considered when determining whether to approve an application.

The lease-to-value ratio, or “LTV,” is determined by dividing the lease amount by the collateral value of the vehicle.  The “lease” amount used in the LTV calculation for credit evaluation is the base monthly payment multiplied by the lease term.  This amount is less than the acquisition cost because it does not include the residual value of the leased vehicle, but it does include the rent charge and acquisition fee.  The collateral value in the LTV calculation is determined using the wholesale value of the vehicle, which is generally the dealer invoice price, but it may be increased to reflect equipment added to the vehicle.  Ford Credit may adjust the wholesale value before calculating the LTV that is used in the origination scoring models.

The payment-to-income ratio, or “PTI,” is determined by dividing the base monthly payment by the combined gross monthly income and other monthly income of the applicant and any co-applicant as reported by them in the credit application or as adjusted in limited cases through Ford Credit’s income verification process.

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PTI is also not calculated for commercial use leases with a business entity as the primary obligor. PTI is not used for credit evaluation for a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that the PTI is unreliable.

All credit applications automatically go into Ford Credit’s electronic decisioning process in order to expedite the review of applications, promote consistent decisions and allow Ford Credit to make andcommunicate decisions to dealers faster and more efficiently.  The electronic decisioning process separates credit applications into three categories—those to approve, those to reject and those to assign to a credit analyst for further evaluation.  Electronic approval and rejection decisions are made using models that generally replicate the judgmental evaluation that would be applied by an experienced credit analyst based on various combinations of factors that in Ford Credit’s experience have resulted in credit analyst approval or rejection.  Ford Credit regularly reviews its electronic decisioning process and makes adjustments in response to market conditions and the performance of its portfolio or to increase or decrease the percentage of applications electronically approved or rejected.  Ford Credit electronically approves approximately [42% to 54%] of the leases that are purchased.  Applications not electronically approved may still meet Ford Credit’s purchasing standards.  Many applications are evaluated and approved by a credit analyst although they were not approved in the electronic decisioning process.

On receipt of a credit application, the credit analyst judgmentally evaluates the credit application using uniform system processes and system based decision-making tools in the framework of Ford Credit’s purchasing standards.  Each credit application is reviewed separately and the credit analyst makes an individual decision based on the credit analyst’s assessment of the strengths and weaknesses of the application.  The credit analyst may work with the dealer to determine acceptable lease terms for applications that cannot be approved as originally submitted.  The credit analyst may condition approval on the addition of a qualified co-lessee or guarantor or a security deposit or on modifications to the lease terms, such as a higher cash down payment or a less expensive vehicle.  For less creditworthy applicants, or if there is a discrepancy in the information provided by the applicant, the credit analyst may verify the identity, employment, income, residency and other applicant information using Ford Credit’s established procedures before the decision is made.

To support consistent credit and purchase decisions and the overall quality of the portfolio, as described in “– Portfolio Quality” below, Ford Credit establishes purchasing standards and procedures including purchase quality guidelines and risk factor guidelines that are used by its credit analysts.  Purchase quality guidelines set targets for the purchase of lower and marginal quality leases and may be set at different levels for different Ford Credit business regions.  Risk factor guidelines provide a framework of evaluation guidelines for specific attributes of an application, including affordability measures like PTI and debt-to-income ratios, FICO® score and lease term.  Risk factor guidelines and purchase quality guidelines are not strict limits or requirements and the credit analysts evaluating an application determine whether there may be other factors that, in their judgment, support approval of the application, including demonstrated ability to pay, favorable LTV, strong credit history, prior favorable Ford Credit financing experience, residency and employment stability and eligibility for marketing programs offered by Ford and Ford Credit.  Ford Credit also uses performance monitoring software to improve process discipline and consistency of decisions.  Notwithstanding these guidelines, procedures and software, the judgment of the credit analyst is the most important aspect of Ford Credit’s evaluation and decision process.

Each credit analyst is assigned a maximum approval level that is based on the applicant’s total outstanding balances with Ford Credit.  More experienced credit analysts are assigned higher approval levels.  Managers with higher approval authority review or approve any credit application that exceeds the credit analyst’s approval level or that contain specific characteristics or combinations of characteristics identified in Ford Credit’s risk factor guidelines.  Ford Credit’s credit and purchase decisions are made independently of Ford, and Ford cannot require Ford Credit to approve a credit application or purchase a lease that would not otherwise be approved or purchased through Ford Credit’s decision process.

Ford Credit also has a compliance management program designed to ensure that Ford Credit’s processes comply with legal and regulatory requirements.  The compliance management program is commensurate with Ford Credit’s structure and the complexity of the products and services it offers.

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Credit and purchase decisions are typically communicated to the dealer electronically.  Approvals and rejections made through the electronic decisioning process are communicated in seconds.  For credit applications not electronically approved or rejected, Ford Credit typically makes a decision within 20 minutes of receipt of an application.  Less creditworthy applicants may require additional investigation and take longer before a decision can be made.  Over [98]% of Ford Credit’s decisions are made within one hour of receipt of an application.

Purchasing Process.  For approved credit applications, dealers must submit leases, signed by both the customer and the dealer, on paper or electronic forms approved by Ford Credit and determined by Ford Credit to be in compliance with law and enforceable.  After the dealer submits a completed lease, the lease funding analyst, aided by Ford Credit’s origination system, confirms that the terms of the lease are consistent with the application approval and checks for errors apparent in the lease disclosures made by the dealer.  If the lease is consistent with the approval but contains minor errors, Ford Credit may approve the lease for purchase by the titling company and send a correction notice to the customer or obtain a signed modification from the customer.  If the lease is not consistent with the approval or has more significant errors, Ford Credit returns it to the dealer for correction or a new lease.

As part of the approval process, Ford Credit establishes a lease factor that, in part, is used to calculate the lessee’s monthly payments.  The lease factor applicable to a particular transaction is based on a combination of factors, including Ford Credit’s proprietary risk score and the lease characteristics.  If the dealer submits a lease with a lease factor exceeding the maximum allowed by Ford Credit, either the titling company will not purchase the lease or Ford Credit will adjust the lease factor to meet Ford Credit guidelines.  Ford and Ford Credit may also offer marketing programs where the lease factor is determined primarily based on the specific applicant or lease characteristics, including the leased vehicle, rather than on the risk scores. These programs are generally offered to attract particular types of applicants, such as recent college graduates or first time buyers of Ford or Lincoln vehicles, or to promote sales of particular Ford and Lincoln vehicles.

A titling company purchases the lease from the dealer for an amount equal to the acquisition cost plus, if applicable, a set fee or the portion of the lease charges that exceed the lease factor established by Ford Credit.  The portion of the lease charge earned by the dealer is generally calculated using the difference between the lease factor set by Ford Credit and the lease factor of the lease that is submitted by the dealer.

At the time the lessee completes the lease, the dealer must collect the first month’s lease payment.  Less creditworthy lessees may be required to make a security deposit typically equal to approximately one month’s payment.  The dealer also collects required license fees, acquisition fees and other fees and taxes to register the vehicle that are not included in the lease.

The lessee agrees to maintain physical damage and liability insurance on the leased vehicle, and the dealer is required to provide Ford Credit with proof of insurance at the beginning of the lease.  The minimum amount of liability insurance required by the lease is generally equal to the minimum state law requirements.  The maximum allowable deductible is $1,000.  The titling company must be named as an additional insured and loss payee on insurance policies.  Since lessees may choose their own insurers to provide the required coverage, the specific terms of the policies may vary.  Ford Credit generally does not track whether the lessee maintains the required insurance.

Each dealer signs an assignment agreement with Ford Credit and represents that the lease assigned to Ford Credit is complete, all required lease disclosures were properly made and all material statements made to Ford Credit by the dealer on behalf of the customer are true.  If, after investigation, these representations are later determined to be untrue, including due to fraud, Ford Credit may require the dealer to repurchase the lease and the lease is paid off in Ford Credit’s receivables system, or may retain the lease and obtain a dealer guaranty in case there is a subsequent default on the lease.

Title.  The assignment agreement also requires the dealer to apply immediately for a certificate of title for the leased vehicle naming the titling company as the owner of the leased vehicle and naming the collateral agent as secured party.  Ford Credit verifies each title to confirm that a titling company is identified as owner and that the collateral agent’s security interest is noted, using procedures to follow up with the dealer, the

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customer or state vehicle regulatory agencies.  In most states, the verification occurs when the certificate of title is received.  Ford Credit receives the certificate of title, either as owner or lienholder, and holds it until the lease is paid off.  Ford Credit also uses the electronic certificate of title process offered in many states that maintain electronic records of the certificate of title and lienholder information.  Unless prohibited by a state, all electronic titles for lease accounts are converted to paper at lease inception.  If Ford Credit cannot verify that its lien is noted on the certificate of title within an established period of time or if the lien notation is incorrect, it follows up with the dealer, the customer or the state vehicle regulatory agencies to properly noteor correct the lien.  Ford Credit stores paper certificates of title in locked, fireproof cabinets in Ford Credit facilities segregated from the origination and servicing functions and controlled by physical badge authentication.  Access to the title storage area is limited to Ford Credit personnel with a business need.  Electronic titles are processed by a third-party vendor and in some cases are converted to paper titles and stored at a Ford Credit facility.

Types of Leases.  Nearly every lease purchased by the titling companies is for new Ford and Lincoln vehicles and most are with individuals who lease vehicles for personal use.  The titling companies generally purchase leases with terms of 24, 27, 36 and 39 months, but will purchase leases with other terms.

Ford Credit classifies vehicles into categories.  The car category includes sedans, hatchbacks and coupes.  The light truck category includes vans, minivans and light pick-up trucks.  The utility category includes wagons, SUVs and cross-overs.

Leases purchased by the titling companies are either completed in paper form and are physically signed by the customer or are completed in electronic form and are electronically signed by the customer.  Ford Credit, as custodian for the collateral agent, maintains possession of the paper leases and related documents through a third-party vendor in secure, limited access facilities.  These facilities use security access measures, including physical badge or biometric authentication and may use video surveillance.  These facilities have fire suppression systems and are subject to disaster recovery and business continuity plans to ensure safekeeping and preservation of the documents.  The electronic leases are stored in a specially-designed computer system or “electronic vault” maintained by a third-party vendor that establishes Ford Credit’s “control” of the electronic leases as the custodian for the collateral agent.  Access to the electronic vault is limited to users having a business need and controlled by user identification, passwords, machine token authentication and access logs.  Access to the data center housing the electronic vault is limited to authorized system maintenance users and is controlled by intrusion software, video surveillance and physical badge or biometric authentication.  The data center and electronic vault are subject to disaster recovery and business continuity plans.

All leases purchased by Ford Credit are entered into Ford Credit’s originations and receivables systems and assigned a unique account number for the life of the lease.  Ford Credit considers a lease to be originated on the date the lease is signed by the customer.

Purchased leases and related documents are electronically imaged.  For electronic leases, a separate image of the original lease is created for servicing purposes.  Once imaged, the documents may be viewed on Ford Credit’s systems for servicing, but may not be altered or deleted from those systems.  Additional documents generated or received by Ford Credit during servicing are also added to the imaged file.

Determination of Residual Values.  The residual value of a leased vehicle is the estimated value of the vehicle at the end of the lease term.  The contract residual value is stated in the lease and is a major component used to calculate the base monthly payment.  The contract residual value is also the main component used to set the purchase price the lessee must pay if the lessee elects to purchase the leased vehicle.

Ford Credit uses proprietary residual value models and an internal review process to establish residual values.  These residual value models use a number of factors about a vehicle to determine its residual value, including the manufacturer’s suggested retail price, wholesale price, planned production volume, rental and fleet sales, consumer acceptance, life cycle and recent and seasonal auction trends.  Ford Credit regularly reviews and updates its residual value models.  The internal review process considers the accuracy of the current residual value models as vehicles come off lease, current or planned Ford and Ford Credit marketing

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programs, market acceptance of vehicles and competitive actions within the vehicle segment.  In a small number of cases, such as limited vehicle models or new vehicle models where there is not sufficient information available, the residual values are set using only the internal review process.  In establishing residual values for leased vehicles, Ford Credit also compares its residual values to historical auction values for returned leased vehicles and to residual value forecasts published in independent industry guides that are used in the automotive finance industry, including Automotive Lease Guide or “ALG.”

Ford Credit sets residual value percentages quarterly for each new Ford and Lincoln vehicle generally for lease terms of 24, 36, 39 and 48 months.  Ford Credit may set residual value percentages for other lease terms to promote the use of the other lease terms to maximize auction values on returned leased vehicles and to more evenly spread out the termination dates of leases in its portfolio.  If Ford Credit has not set residual value percentages for a particular lease term, the dealer must contact Ford Credit to obtain a residual value percentage for that lease term.  Residual value percentages are also determined based on maximum mileage levels ranging from 10,500 to 19,500 miles per year.  Lessees may purchase additional mileage above 19,500 miles per year (subject to a total limit of 100,000 miles), which reduces the contract residual value, but the residual value percentage will not be adjusted.

Ford sponsors marketing programs on particular vehicles to lower a lessee’s monthly payment by increasing the contract residual value above the level that would otherwise be established by Ford Credit.  Vehicles that are leased under these marketing programs may be more likely to be returned at the end of the lease term because the price at which the lessee may purchase the vehicle is more likely to exceed the market value of the vehicle at that time.  For this reason, Ford Credit has established guidelines to limit the amount by which the residual value of a vehicle may be increased over the residual value that Ford Credit would otherwise set.

When a vehicle is sold after being returned at the end of the lease, there will be a residual gain on the vehicle if the net sale proceeds of the vehicle are greater than the vehicle’s contract residual value and there will be a residual loss on the vehicle if the net sale proceeds of the vehicle are less than the vehicle’s contract residual value.

Commercial Accounts.  Some of the leases purchased by the titling companies are for lessees who are either business entities or individuals who use the leased vehicles for commercial purposes.  Ford Credit’s origination scoring models for commercial applicants that are business entities include factors relevant to businesses and use commercial credit bureau data.  Consumer credit bureaus do not provide data or FICO® scores for business entities.  The origination scoring models for commercial applications that include individuals as the applicant, co-applicant or guarantor use the individual’s FICO® score, but still factor in the commercial use of the leased vehicle and commercial credit bureau data if the commercial applicant is a business entity.  For the majority of commercial applicants that are business entities, the commercial credit bureau data used in Ford Credit’s origination scoring models includes the applicant’s Small Business Credit Share, or SBCS® score, even if there is also a FICO® score because the commercial application included an individual.  SBCS® scores are generated using statistical models created by Experian and measure the likelihood that a commercial applicant will become severely delinquent.  SBCS® scores range from 0 to 100.  Ford Credit currently uses the SBCS® Acquisition Score.

Similar to purchase decisions for personal use applicants, purchase decisions for commercial applicants emphasize ability to pay and creditworthiness, but also recognize that commercial vehicles are often put to more demanding uses, which may reduce the resale value of the leased vehicle.  For these reasons, Ford Credit’s purchase standards are often different for commercial applicants, and generally require larger down payments.  Ford Credit does not allow the value of a specialized body added to a base vehicle to customize it for commercial purposes to be included in calculating the vehicle’s residual value.  As a result, the titling companies have few leased vehicles with specialty bodies.

Commercial customers may have multiple vehicles financed with Ford Credit.  A portion of commercial customers have lines of credit that allow the customer to finance multiple vehicles up to the approved amount under pre-established terms, subject to some conditions.  Credit decisions for lines of credit are typically reviewed annually, but may be reviewed every two years for the highest quality customers.  Approval of lines of credit may require guaranties of the leases financed under the line of credit.

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An important difference between commercial leases and other leases is that commercial leases may be included in a separate cross collateral agreement.  These agreements allow Ford Credit to enforce collection and repossession rights against some or all leases and leased vehicles with the same lessee even if payments for some leases are current.  Payments or other amounts received on a specific lease, such as repossession sale proceeds, generally are applied first to that lease.  Excess amounts collected for one lease may be applied to other leases with the same lessee to reduce losses.

Portfolio Quality.  Ford Credit uses its purchasing standards to manage the overall quality of its lease portfolio.  More senior personnel regularly review the purchase decisions of credit analysts after a lease is purchased to ensure the purchase decisions are consistent with Ford Credit’s purchasing standards and to monitor and ensure purchase quality.  In addition, a specific auditing group within Ford Credit regularly reviews the underwriting process and compliance with company procedures and legal requirements.

Ford Credit uses credit performance and purchase quality reports to monitor credit quality, consistency of purchase decisions and portfolio composition, including levels of lower and marginal quality leases, and to provide ongoing training for credit analysts.  These reports are generated at a number of levels including total company, geographic region, business center, dealer and credit analyst.

Ford Credit regularly reviews and analyzes its lease portfolio to evaluate the effectiveness of its credit decisions and purchasing standards.  If external economic factors, credit losses or delinquencies, market conditions, consumer credit trends, customer characteristics or other factors change, Ford Credit may adjust its purchasing standards and procedures, including purchase quality guidelines and risk factor guidelines, to change the quality of its portfolio or to achieve other business objectives.

Origination Characteristics

The following table contains information about the leases purchased from dealers by Ford Credit as servicer for the titling companies during each of the periods indicated.

Origination Characteristics

	___ Months Ended _______,		Year Ended December 31,
	____	____	____	____	____	____	____
Number of leases originated(1)
Total acquisition cost (in millions)	$	$	$	$	$	$	$
Weighted average(2) original term (in months)
Weighted average(2) FICO® score(3) at origination
No FICO® score consumer(4)(5)
Weighted average(2) LTV(6)
Weighted average(2) PTI(7)
Commercial use(4)(8)

(1)This is the total number of leases originated during the period indicated, including those for which Ford Credit does not have an ALG residual value.

(2)Weighted averages are weighted by the acquisition cost of each lease.

(3)Excludes leases that have primary lessees who did not have FICO® scores because they (a) are not individuals and use leased vehicles for commercial purposes or (b) are individuals with minimal or no recent credit history.  For a description of FICO® scores, you should read “Sponsor and Servicer – Origination, Underwriting and Purchasing.”

(4)As a percentage of the acquisition cost of the leases purchased during the period.

(5)Leases with lessees who are individuals with minimal or no recent credit history.

(6)The LTV for a lease for purposes of this table is acquisition cost divided by the wholesale value of the leased vehicle.

(7)The PTI for a lease is the base monthly payment divided by the monthly combined income of the lessee and any co-lessee.  Excludes commercial use leases with a business entity as primary obligor. Also excludes a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that PTI is unreliable.

(8)Leases with customers who use the leased vehicle for commercial purposes.  These customers may be business entities or individuals.

[During the period covered in the table above, Ford Credit changed its origination and purchasing policies and procedures for leases to respond to market conditions and competitive pressures and to pursue different business strategies.  Although Ford Credit’s origination and purchasing policies focus on supporting

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the sale of new Ford vehicles, due to the residual risk associated with closed-end leases, Ford Credit generally establishes a target for its lease purchases based on a percentage of Ford’s retail vehicle sales forecast and works with Ford to design vehicle marketing incentive programs to achieve this target.  The relative cost and availability of funding sources also impact Ford Credit’s willingness to purchase leases.

Nearly every lease purchased by Ford Credit’s titling companies is originated under Ford-sponsored vehicle marketing programs.  From a customer’s perspective, the relative attractiveness of leasing a vehicleor purchasing it can depend on the marketing programs available to the customer.  Changes in these programs are the primary reasons for increases or decreases in the number of leases originated.

Changes in auction values of used vehicles impact the economics of leasing and lease payments.  Lower expected auction values generally make leasing more expensive for lease customers, resulting in lower demand for leases and fewer lease originations.  Higher expected auction values, on the other hand, generally make leasing more affordable for lease customers, resulting in higher demand for leases and more lease originations.

Starting in 2010, Ford Credit gradually increased its purchase target for leases as Ford sales increased and funding and other market conditions improved.  This resulted in an increase in the number of leases originated and a decline in the weighted average FICO® score at origination due to more customers choosing to lease.  In addition, in December 2012, Ford announced the revitalization of the Lincoln Motor Company brand and has offered marketing programs designed to promote leasing of Lincoln vehicles.  This resulted in an increase in the number of leases of Lincoln vehicles and partially offset the decline in the weighted average FICO® score at origination because Lincoln customers typically have higher FICO® scores.]

Material Changes to Origination, Underwriting and Purchasing Policies and Procedures

[In April 2010, Ford Credit launched new origination scoring models for commercial lines of credit to improve their performance and accuracy.  As part of its regular cycle plan, Ford Credit launched new origination scoring models for consumer credit applicants in July 2010, for commercial credit applicants in November 2011 and for commercial line of credit applicants in May 2012.  In October 2012, Ford Credit adjusted its consumer and commercial origination scoring models to more accurately reflect portfolio performance and macroeconomic conditions.  As part of its regular cycle plan, Ford Credit again launched new origination scoring models for consumer credit applicants in December 2013 and for commercial credit applicants in April 2015.

In April 2011, Ford Credit began using FICO® scores known as “FICO® 8” after determining that the new FICO® scores improved the performance of its origination scoring models.  Although the FICO® score of individual lessees may be different using FICO® 8, the average FICO® score of the leases Ford Credit purchases did not change materially as a result of its use of FICO® 8.

Starting in 2010, the percentage of applications approved through the electronic decisioning process has generally increased due to the improved credit quality of applicants and regular updates to and expansion of the electronic decisioning strategy.

In March 2012, to improve efficiencies and align its commercial originations processes, Ford Credit moved its commercial lease purchasing functions into the two business center locations responsible for underwriting commercial customers.]

For more details about Ford Credit’s origination and underwriting policies and procedures, you should read “Sponsor and Servicer — Origination, Underwriting and Purchasing.”

Servicing Experience

Ford Credit will be the servicer for the leases and leased vehicles in the reference pool and this securitization transaction.  Ford Credit will be responsible for all servicing functions, except that the indenture trustee will be responsible for making payments on the exchange note and to the noteholders based on information and calculations provided by the servicer.  Ford Credit has been the servicer for its public lease

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securitization program in the United States since its inception in 2011.  [None of the asset-backed securities in this program have experienced losses or events of default.]  [Ford Credit has not had any material instances of noncompliance with the servicing criteria in its public lease securitization program.]  [If applicable, describe any material instances of noncompliance as required by Item 1108(b)(2) of Reg AB.]

Ford Credit services all the leases it originates, including leases allocated in securitizations.  Ford Credit uses technologies and has comprehensive online servicing policies and procedures that ensurecommon servicing practices and procedures are used for leases.  These technologies, practices and procedures are described in “— Servicing and Collections” below.  Servicing personnel do not know if a lease they are servicing has been included in a securitization transaction.

Ford Credit’s servicing and collections systems maintain records for all leases, track application of payments and maintain relevant information on the lessees and account status.  The systems also capture communications with lessees and allow management to review collection personnel activities.

As is customary in the servicing industry, Ford Credit engages vendors, including affiliates, to perform some servicing processes.  These processes include processing monthly lockbox payments from lessees, providing telephonic payment systems, reviewing titles of leased vehicles for accuracy, imaging lease documents, storing paper and electronic leases, providing customer communications and notifications and early stage collections support, communicating with customers in languages other than English and performing data entry and administrative functions.  Ford Credit requires vendors to follow processes set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitors them for compliance.  Vendors do not have the discretion to make decisions that would materially affect agreed on processes, amounts collected or the timing for amounts applied to lessee accounts.  Ford Credit believes these vendors could be easily replaced, if necessary.  Some vendors perform their services from locations outside the United States.

Ford Credit also contracts with a network of outside contractors to repossess vehicles and to collect some deficiencies for charged off accounts.  These contractors are monitored for compliance with the contracts, but due to the nature of these relationships, these contractors follow their own procedures.

As servicer of the securitization transaction, Ford Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports.

Servicing and Collections

General.  Ford Credit services the leases from its centralized business centers and specialty servicing centers in the United States.  Ford Credit’s servicing operations are divided into three areas — account services, collections and vehicle liquidations.  The account services area handles the processing of non-collection related customer requests.  The collections area has two main functions — early stage delinquency, which includes account maintenance and late stage delinquency, which focuses on loss prevention.  The vehicle liquidations area manages the disposal of returned and repossessed vehicles.  Ford Credit’s collection operations are supported by workforce scheduling software, call monitoring software, auto dialing technology, collection systems and workflow operating systems.

Ford Credit has a centralized customer service center that handles inbound customer calls and a specialty service center for collection of charged off accounts.  Ford Credit uses specialty teams in its servicing operations for some functions such as total loss insurance claims, vehicle skip tracing, multiple account customers, accounts with bankrupt customers and repossession reinstatements.  One or more of these functions may be located in a single center.

Payments and Application of Payments.  Ford Credit encourages lessees to make payments electronically, including through direct debit, online payment applications or telephone payment.  Lessees who do not pay electronically are instructed to send their monthly payments to one of several lockbox locations.

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Ford Credit applies almost all payments that are received before the designated processing time on each business day to a lessee’s account on the day payment is received.  By the end of the next business day, Ford Credit researches, matches and applies most payments that do not include enough information to match an account.  A specialized group at Ford Credit researches, matches and applies the remaining small number of payments that have not been matched to an account.

If a payment is applied to a lessee’s account but is later reversed or if a misapplied payment is reversed or corrected, an account may have negative collections for the period.

Behavioral Scoring Models.  Ford Credit uses behavioral scoring models to assess the probability of payment default for each lease and implements collection efforts based on its determination of the credit risk of the lessee on the payment due date.  These models assess a number of variables including origination characteristics, customer account history, payment patterns, expected loss or severity and periodically updated credit bureau information.  Based on data from these models, leases are grouped by risk category for collection.  These categories determine how soon a lessee will be contacted after a payment becomes delinquent, how often the lessee will be contacted during the delinquency and how long the account will remain in early stage collections before it is transferred to late stage collections where a more experienced customer service representative follows the account until the delinquency is resolved.  Ford Credit develops new behavioral scoring models on a regular cycle plan and regularly reviews the models to confirm the continued business significance and statistical predictability of the variables.  Ford Credit may make adjustments to improve the performance of the behavioral scoring models between development cycles by uniformly changing the overall scores or modifying the weighting of select variables.

Servicing and Collections.  Most of the leases are paid without any additional servicing or collection efforts.  If an account becomes delinquent, Ford Credit will attempt to contact the lessee to determine the reason for the delinquency and identify the lessee’s plans to resolve the delinquency.  Most delinquent accounts are resolved because the lessee makes the past due payment.  In limited cases, Ford Credit may offer a payment extension to allow a lessee to continue to make the normal monthly payments or the lessee may request and process a payment extension online.

A payment extension defers one or more past due payments and moves the scheduled lease end date by the number of months extended.  The mileage allowance and contract residual value, however, are not changed.  Payment extensions are typically granted for one month and are limited to a maximum of six months over the term of the lease.  Following a payment extension, the account generally is no longer considered delinquent.  Ford Credit’s guidelines for offering a payment extension generally require that the lessee’s payment problem is temporary, the lessee has an income source for making the next payment and the lessee made at least one payment since lease inception and at least six payments between payment extensions.  Payment extensions are reviewed regularly by Ford Credit’s servicing managers.  When allowed by state law, Ford Credit usually collects a fee on payment extensions equal to 30% of the base monthly payment for each month the lease is extended.

From time to time Ford Credit may offer promotional extensions to lessees whose leases meet the eligibility criteria established by Ford Credit, including limits on delinquency.  For example, an extension of up to three months may be offered to lessees who live in an area affected by a natural disaster, such as a flood, hurricane or tornado.

A lessee may also request a term extension.  As a result of a term extension, the current scheduled lease end date is extended and the mileage allowance and leased vehicle’s residual value are changed.  During a term extension, the lessee makes additional monthly payments.  A term extension is typically approved if the lessee is awaiting delivery of a new Ford or Lincoln vehicle or the lessee has other special circumstances.  If the lessee does not return or purchase the leased vehicle by the 10th day after the lease’s current scheduled lease end date, the lessee may receive a one-month term extension.  Most term extensions are for one or two months and term and payment extensions in total may not exceed twelve months.  To be eligible for a term extension, the lessee cannot be in default.  If a term extension is granted, the lessee may return the vehicle at any time during the extension period without responsibility for the remaining extended term.

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Ford Credit may allow a lessee to change the monthly payment due date typically by not more than 30 days over the life of the lease, if, for example, the day on which the lessee is paid by their employer changes.  A due date change is not allowed for delinquent accounts and may not be used to bring an account current.  A due date change is not considered to be a payment extension.

Occasionally, a new lessee may assume the lease with the original lessee either still obligated or released from the terms of the lease.  In rare instances, Ford Credit may permit a substitution of the leased vehicle.

Ford Credit uses periodic management reports on delinquencies, extensions and other measurements and operating audits to maintain control over the use of collection actions.  Ford Credit regularly tests new servicing procedures on controlled portions of its leases to develop and refine its servicing procedures.  Areas tested include timing and frequency of collection calls and when it is more effective for the early stage delinquency team or the late stage delinquency team to contact the lessee.  If a test shows that a new procedure is an improvement over the existing procedure, the new servicing procedure is applied to the entire portfolio.  Ford Credit’s servicing policies and procedures may change over time.

Customer Service and Complaint Handling.  Ford Credit provides general account services to customers who contact its centralized customer service center by phone, email, or in writing.  Services provided include processing address and due date changes, providing account payoff information and early stage collection support.  The customer service center also supports Ford Credit’s online account manager application that allows customers to manage their accounts by making payments and updating their information, such as address and phone number.

Ford Credit sometimes receives complaints from customers about the origination and servicing of their leases, including complaints about the dealer who leased them the leased vehicle.  Customer complaints are handled by customer service and collections personnel, including a dedicated customer relations team, who are experienced and empowered to resolve customer issues.  These personnel use a defined escalation process to ensure customers have a means to further address concerns, as appropriate.  All complaints received are entered into a complaint tracking system for tracking reporting and regulatory compliance purposes.  Reports are monitored by senior operations management to promote uniform, consistent, and timely handling and to identify and implement process improvements.

Vehicle Maintenance; Excess Mileage and Excess Wear and Use.  The lessee is responsible for maintenance, repair, service and operating expenses of the leased vehicle during the term of the lease.  The lessee is also responsible if the vehicle is lost, stolen or seized by a government agency.

If the lessee returns the leased vehicle, the lessee is required to pay for any excess mileage and the estimated cost to repair any excess wear and use.  Excess mileage is a charge for each mile the vehicle has been driven in excess of the mileage limit in the lease.  Excess wear and use generally includes missing or inoperative equipment, parts or accessories or damage to the leased vehicle’s body, interior, lights, trim or paint.  If the lessee does not pay any excess mileage or excess wear and use charges when the vehicle is returned, Ford Credit will continue efforts to collect these amounts.  Ford Credit may offer marketing programs to pay a limited portion of these amounts on behalf of a returning lessee who leases or buys a new vehicle and finances it through Ford Credit.

If the lessee buys an excess wear and use waiver contract at the beginning of the lease, the lessee will be released from the obligation to pay excess wear and use charges up to a stated amount, generally ranging from $2,500 to $4,000 but the amount may be up to $7,500 for luxury vehicles.  Ford Credit has an insurance policy under which it collects amounts that lessees are released from paying under these excess wear and use waiver contracts.

In a small number of leases, the lessee purchases prepaid mileage at the beginning of the lease.  In this case, if the lessee returns the leased vehicle, Ford Credit will refund to the lessee the cost of any unused prepaid miles.

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Lease End Communication.  About four to five months before the current scheduled lease end date of a lease, Ford Credit will notify the lessee of the current scheduled lease end date, the lessee’s options and obligations at lease end, the vehicle inspection process and information about new Ford and Lincoln vehicles.  The dealer through which the lessee obtained the lease and/or Ford Credit may also contact the lessee near the current scheduled lease end date to determine whether the lessee intends to purchase the leased vehicle or to return the leased vehicle and to answer any lessee questions.

Because the leases are closed end leases, the titling company, not the lessee, assumes the residual risk on the leased vehicle.  The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease which equals the contract residual value plus a fee of up to $500 and other amounts owed under the lease.  If the lessee decides not to purchase the leased vehicle, the lessee must return it to the dealer by the lease’s current scheduled lease end date.

If the lessee does not return or purchase the vehicle by the 10th day after the lease’s current scheduled lease end date, the lessee may be responsible for additional monthly payments until the leased vehicle is returned, repossessed or purchased.

Vehicle Inspection.  If the lessee returns the leased vehicle, the vehicle is inspected to determine its condition.  An inspection may occur up to 45 days before the current scheduled lease end date and is usually conducted by a third party inspection company.  At the time of the inspection the lessee is typically given a vehicle condition report that states the amount the lessee must pay for excess wear and use on the leased vehicle.  If the vehicle inspection is not completed before the vehicle is returned, the vehicle will be inspected shortly after it is returned.

Vehicle Disposal.  Ford Credit works with the vehicle remarketing department of Ford to manage the disposition of returned vehicles and seeks to maximize net sale proceeds, which equal gross auction proceeds less auction fees and costs for reconditioning and transporting the vehicles.  Ford Credit sells returned leased vehicles through two primary channels, over the internet directly to dealers and through physical auctions.  On average, returned leased vehicles are sold within 25 to 35 days of return.

Ford Credit uses a proprietary vehicle pricing model to establish an expected price for each vehicle based on recent prices of similar vehicles at physical auctions and taking into account options included on the vehicle, mileage, and any excess wear and use.  In a small number of cases, including limited vehicle models or new vehicle models where there is not sufficient auction sale information available, prices are set using a manual pricing process with input from an experienced pricing analyst.  After the price is established, Ford Credit generally offers returned vehicles for sale first using an online remarketing application called Accelerate through which eligible dealers may purchase returned vehicles over the internet before they are shipped to auction.  Ford Credit may decide to ship vehicles more quickly to auction for a variety of reasons including insufficient space on dealer lots, which can be impacted by weather and the volume of returned vehicles.  In general, returned vehicles are sold through Accelerate within seven business days of their return.  By selling returned vehicles through Accelerate, the titling company receives a price similar to that expected at auction, without incurring transportation, reconditioning and auction expenses or waiting for the next scheduled physical auction.  If a vehicle is sold on Accelerate, Ford Credit collects the proceeds electronically.

Vehicles not sold on Accelerate are shipped to a Ford-sponsored auction in the United States.  Vehicles are typically shipped to the closest auction site, but Ford’s vehicle remarketing group uses a proprietary model to determine whether to ship the vehicle to another region to maximize net sale proceeds.  At each auction site, each vehicle is inspected by trained auction personnel.  As part of the inspection, the auction personnel provide an assessment of the condition of the vehicle and make recommendations for any repairs to improve the condition to maximize auction value.  The Ford vehicle remarketing area manager decides whether to make the repairs and oversees vehicle repairs and reconditioning.  Most of the vehicles, including the ones in the best condition, are offered first in Ford-sponsored auctions open only to Ford dealers and may subsequently be offered in auctions open to every dealer.  The remarketing area manager may declare a ‘no sale’ for any vehicle because the bid amount did not match the minimum amount expected for a vehicle.  These vehicles are auctioned at a later date to maximize net sale proceeds.  The Ford-sponsored auctions also offer vehicles through an online remarketing process in between physical auctions and offer a

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real-time webcast of physical auctions that allow internet bidders to participate.  After a vehicle is sold at auction, Ford Credit collects the net sale proceeds electronically.

Early Termination by Lessee.  A lessee may terminate a lease before making the originally scheduled number of payments.  If the lessee terminates the lease early, the lessee may either return or purchase the leased vehicle.

If the lessee returns the vehicle early, the lessee must pay the money owed under the lease, including any remaining monthly payments, plus any charges for excess mileage and excess wear and use.  Alternatively, the lessee may pay the amount by which the unpaid balance on the lease (including any remaining monthly payments and the contract residual value of the leased vehicle) exceeds the wholesale value of the vehicle, plus any applicable early termination fee.  At the lessee’s option, the vehicle’s wholesale value is determined by negotiation between the dealer and the lessee, by appraisal or by selling the vehicle at wholesale.  If the dealer negotiates a price with the lessee, the dealer must purchase the vehicle for the unpaid balance on the lease.

Ford Credit may offer programs that allow the estate of a deceased lessee to terminate the lease early by returning the vehicle without requiring additional payments.

Early Termination Program.  To encourage new vehicle sales or to pull leased vehicle returns into periods when vehicle resale prices are expected to be higher, Ford may allow selected lessees to terminate their leases early without making a stated number of remaining monthly payments.  These programs are generally offered to lessees based on the vehicle model they lease and the period during which their lease is scheduled to terminate.  To be eligible to participate, a lessee must lease or buy a new Ford or Lincoln vehicle and finance it through Ford Credit.  If a lessee accepts the offer, the dealer must pay Ford Credit the total of the monthly payments that are waived under the program.  The lessee must pay any other amounts owed under the lease, including any unwaived remaining monthly payments, excess mileage or excess wear and use charges.  Ford reimburses the dealer for the dealer payment.  A dealer is under no obligation to participate in the program.

Repossession and Charge Off.  Ford Credit makes reasonable efforts to collect on delinquent leases and to keep leases current.  Repossession is considered only after other collection efforts have failed.  While some delinquent lessees voluntarily surrender their vehicles to Ford Credit, self-help repossession is the method used by Ford Credit in most cases and usually occurs by an independent contractor taking possession of the leased vehicle.  On average, Ford Credit repossesses the vehicle when the account is between 55 and 70 days delinquent, but may repossess earlier or later depending on the risk of the account or other circumstances.  Following repossession, the lessee may reinstate its lease in some states under a mandatory reinstatement right before the vehicle is sold.  To minimize credit losses, Ford Credit may allow some lessees to reinstate their leases in states where there is no mandatory reinstatement right.

The vast majority of repossessed vehicles are sold at a physical or online auction and the net sale proceeds are applied to the outstanding balance of the lease.  As with returned vehicles, Ford Credit works with the vehicle remarketing department of Ford to manage the disposal of repossessed vehicles and seeks to maximize net sale proceeds.  On average, vehicles are sold at auction within 30 to 40 days of repossession.  A small number of repossessed vehicles are sold through other means.  For example, some heavily damaged vehicles are sold for salvage or scrap and some vehicles may be sold directly to an insurance company if a claim has been filed on the repossessed vehicle.

After standard collection efforts are exhausted and all collections, including net sale proceeds, refunds on cancelled service contracts and insurance products and insurance claims, are applied, Ford Credit charges off any remaining balance owed by the lessee.  In a limited number of cases, a lessee or a leased vehicle cannot be located after skip tracing and the lease is charged off as a skip account.

Ford Credit continues to pursue collection of deficiency balances and skip accounts after charge off through its specialty service center for charged off leases.  Collection activities generally are continued until the lease is paid or settled in full, the lease is determined to be uncollectible due to bankruptcy of the lessee, the lessee dies and the estate of the deceased obligor returns the vehicle or the statute of limitations expires.  After several cycles of collection activity on charged off leases, Ford Credit may sell them as a final effort to realize value.  Ford Credit may decide not to pursue further collection of the lease if the expected cost of collection exceeds the balance owed by the lessee.

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Ford Credit may give up ownership of the leased vehicle and release the title to an insurer to receive proceeds from insurance covering the vehicle, discounted settlement of the lease or abandonment of its rights in the leased vehicle, in each case according to its policies and procedures.

Total Loss — Deficiency Waiver.  A lease account is considered a total loss when the leased vehicle has been damaged beyond repair or stolen.  When a lessee maintains proper insurance, Ford Credit waives the lessee’s responsibility for any deficiency between the amount remaining due on the lease and the insurance settlement.  A lessee is only responsible for the insurance deductible, any past-due monthly payments, prior unrepaired damage, plus any other amount due before the date of loss.  If the lessee does not maintain proper insurance or the claim is denied, the deficiency will not be waived and the lessee will be responsible for all amounts due.

Bankruptcy Accounts.  When Ford Credit is notified that a lessee has filed for bankruptcy, the account is moved to its specialty team for accounts with bankrupt lessees.  Restrictions of the U.S. federal bankruptcy laws, including the automatic stay, generally prohibit Ford Credit from taking any collection action against the lessee or the leased vehicle without court approval.  In both Chapter 7 and Chapter 13 bankruptcies, most lessees must assume their obligations under the lease in order to retain the leased vehicle.  If a lease is assumed in a Chapter 7 bankruptcy, the lessee is bound by the lease after completion of the Chapter 7 bankruptcy and the lease is returned to normal servicing after the lessee is discharged from bankruptcy.  If a lease is assumed as part of a Chapter 13 bankruptcy, the lessee and the leased vehicle remain subject to bankruptcy protection for the length of the plan.  The typical plan of reorganization in a Chapter 13 bankruptcy lasts from two to five years.  The payments required on an assumed lease will be the same as the original lease payments.  No modifications of a lease are permitted.  In some Chapter 13 cases, a debtor may be given a period of time in which to correct pre-bankruptcy payment defaults, typically six to twelve months.  A debtor who assumes a lease as part of a Chapter 13 bankruptcy may be held responsible for excess wear and use charges or any deficiency balance on the lease.

Portfolio Residual Performance, Delinquency, Repossession and Credit Loss Information

The following tables show Ford Credit’s residual performance, delinquency, repossession and credit loss information for its portfolio of leases, including leases in reference pools that Ford Credit continues to service.  Residual performance, delinquencies, repossessions or credit losses may be influenced by a variety of economic, social, geographic and other factors beyond the control of Ford Credit.  It is not certain that the residual performance, delinquency, repossession or credit loss information of a particular pool of leases will be similar to the historical information shown below or that any trends shown in the tables will continue for any period.

Residual Performance.  [The number of terminated leases declined in 2011 and 2012 due to fewer leases having been originated in prior periods.  The number of terminated leases increased in 2013 due to the increase in originations beginning in 2010.  Changes in the number of terminated leases reflects increases or decreases in originations two to three years earlier based on the average lease terms of Ford Credit’s leases.  As used in the table below, “terminated leases” are leases for which (1) the related leased vehicle was returned during the period and sold by ________, 20__, (2) the related leased vehicle was purchased under the lease during the period or (3) the lessee defaulted during the period.

“Vehicles returned and sold” refers to the terminated leases that are returned during the period and sold by ________, 20__.  The average residual loss on vehicles returned and sold and the return rate began to decline in 2010 and continued to decline until 2011 as auction values improved during that period.  Beginning in 2012 and continuing in 2013, the return rate has increased and average residual gain on vehicles returned and sold has decreased, primarily reflecting lower auction values for used vehicles, especially luxury cars and vehicles with more expensive option packages.  Auction values remain variable and can be seasonal.

Following the start of the 2008 financial crisis, Ford-sponsored marketing programs favored leases of smaller, more fuel-efficient vehicles in response to market changes, including increasing fuel prices and lower auction values for large vehicles.  These programs more evenly balanced Ford Credit’s portfolio of leased vehicles between small and large vehicles, causing the average adjusted MSRP in Ford Credit’s lease portfolio to decline through 2011.  The higher average adjusted MSRP for leased vehicles returned and

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sold in 2012 reflects a change in Ford-sponsored marketing programs in some prior years to promote higher cost Lincoln vehicles that are more frequently leased rather than purchased.  Because the increase in volume of vehicles returned and sold in 2013 included a greater proportion of small vehicles, the impact of Lincoln vehicles was diluted, resulting in a decrease to the average adjusted MSRP.  The average ALG residual value declined from 2010 through 2011 due to a greater proportion of vehicles leased for longer terms being returned, and it increased in 2012 and 2013, reflecting a higher proportion of vehicles leased for shorter terms being returned.]

References to ALG base residual value in the table represent ALG’s forecasts of the value of used vehicles in the future.  For more information about these values and the factors that are used to determine them, you should read “Risk Factors — Residual value losses could result in losses on your notes” and “— Performance of the reference pool is uncertain and market factors may reduce used vehicle prices and you could incur losses on your notes if an economic downturn occurs.”  The residual losses for a particular pool of leases originated in any period may differ from that shown in the following table.

Residual Performance Information

	___ Months Ended _______,		Year Ended December 31,
	____	____	____	____	____	____	____
Number of Leases Terminated
Number of Vehicles Returned and Sold
Return Rate	%	%	%	%	%	%	%
Vehicles Returned and Sold
Average Adjusted MSRP	$	$	$	$	$	$	$
Average ALG Base Residual Value
Average Residual Loss (Gain)
Residual Loss (Gain) as a % of Adjusted MSRP(1)
Car	%	%	%	%	%	%	%
CUV
SUV(2)
Truck
Average	%	%	%	%	%	%	%
Residual Loss (Gain) as a % of ALG Base Residual Value(3)	%	%	%	%	%	%	%
Terminated Leases
Average Contract Residual Value as a % of Adjusted MSRP(4)	%	%	%	%	%	%	%
Average ALG Base Residual Value as a % of Adjusted MSRP(5)	%	%	%	%	%	%	%
Contract Residual Value Higher (Lower) than ALG Base Residual Value	___ ppts	___ ppts	___ ppts	___ ppts	___ ppts	___ ppts	___ ppts

_____________

(1)The percentage equivalent to the average residual loss (gain) for leased vehicles of each vehicle type that were returned and sold, divided by the average adjusted MSRP for those vehicles. The vehicle types do not include a small number of vehicles that are not manufactured by Ford or for which Ford Credit does not have a valid vehicle identification number.

(2)Explorers and Escapes are classified as SUV regardless of model year.

(3)The percentage equivalent to the average residual loss (gain) for leased vehicles that were returned and sold, divided by the average ALG base residual value for those vehicles.

(4)The percentage equivalent to the average contract residual value for leased vehicles that terminated during the period, divided by the average adjusted MSRP of those vehicles.

(5)The percentage equivalent to the average ALG base residual value for leased vehicles that terminated during the period, divided by the average adjusted MSRP of those vehicles.

Delinquencies, Repossessions and Credit Losses.  [Beginning in 2010, net losses as a percentage of average portfolio outstanding declined, primarily due to lower average net losses on leases charged off, a small decrease in the number of leases charged off as a percentage of average number of leases outstanding, and the impact of amounts received on leases charged off in prior periods when Ford Credit’s lease portfolio was larger.  Net losses as a percentage of average portfolio outstanding leveled off in 2012

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and increased in 2013, primarily due to a small number of leases being charged off in prior periods, resulting in lower recoveries in 2012 and 2013.  The decline in average net loss on leases charged off from 2010 through 2012 was primarily due to higher auction values for used vehicles.  The average net loss on leases charged off increased in the first half of 2013, primarily reflecting lower auction values for used vehicles, especially luxury vehicles and vehicles with more expensive option packages.  Even though auction values stabilized in the second half of 2013, the average net loss on leases charged off continued to increase due to lease end charges on a higher number of lease terminations late in the year for which recoveries were not yet received.  Auction values remain variable and can be seasonal.]

Delinquencies, repossessions and credit losses are shown as a percentage of Ford Credit’s lease portfolio.  Over the periods shown, the portfolio size increased as new leases were originated and decreased as existing leases were paid down or liquidated.  The delinquency, repossession and credit loss percentages for a particular pool of leases originated in any period may differ from the portfolio percentages shown in the following table.

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Delinquency, Repossession and Credit Loss Information

	Months Ended                   ,		Year Ended December 31,
Average number of leases outstanding(1)
Average portfolio outstanding (in millions)(2)	$	$	$	$	$	$	$

Delinquencies

Average number of delinquencies(3)(4)
31 - 60 days
61 - 90 days
91 - 120 days
Over 120 days
Average number of delinquencies as a percentage of average number of leases outstanding(3)(4)
31 - 60 days	%	%	%	%	%	%	%
61 - 90 days	%	%	%	%	%	%	%
91 - 120 days	%	%	%	%	%	%	%
Over 120 days	%	%	%	%	%	%	%
Aggregate balance of delinquent leases as a percentage of average portfolio outstanding(3)(5)
31 - 60 days	%	%	%	%	%	%	%
61 - 90 days	%	%	%	%	%	%	%
91 - 120 days	%	%	%	%	%	%	%
Over 120 days	%	%	%	%	%	%	%

Repossessions and Credit Losses

Repossessions as a percentage of average number of leases outstanding(8)	%	%	%	%	%	%	%
Aggregate net losses (gains) (in millions)(6)	$	$	$	$	$	$	$
Net losses (gains) as a percentage of average portfolio outstanding(6)(8)	%	%	%	%	%	%	%
Net losses (gains) as a percentage of gross liquidations(7)	%	%	%	%	%	%	%
Number of leases charged off
Number of leases charged off as a percentage of average number of leases outstanding(8)	%	%	%	%	%	%	%
Average net loss (gain) on leases charged off	$	$	$	$	$	$	$

_______________

(1)Average of the number of leases outstanding at the beginning and end of each month in the period.

(2)Average of the aggregate balance of leases outstanding at the beginning and end of each month in the period.

(3)The period of delinquency is the number of days that more than $49.99 of a scheduled monthly payment is past due, excluding accounts with bankrupt lessees and accounts that have been repossessed or charged off.

(4)Average of the number of leases delinquent at the beginning and end of each month in the period.

(5)Aggregate balance at the end of the period over the aggregate balance of all leases outstanding at the end of the period.

(6)Beginning in 2012, net losses include the aggregate balance ((i) lease and other charges, plus (ii) external costs associated with repossession and disposition of vehicles incurred both before and after charge off, plus (iii) external costs associated with continued collection efforts incurred after charge off) of all leases that the servicer determined to be uncollectible in the period less any amounts received in the period on leases charged off in the period or any earlier periods.  Prior to 2012, net losses included all of the same external costs listed in the first sentence above except for those external costs associated with repossession and disposition of vehicles incurred before charge off.  For all periods, net losses also include the excess mileage charges and the estimated cost to repair any excess wear and use that the lessee does not pay when the vehicle is returned, less any amount received in the period for excess mileage and excess wear and use.  In addition, for all periods, net losses include the estimated loss recorded at the time a vehicle is repossessed and this estimated loss is adjusted to reflect the actual loss after the vehicle is sold.  Realized

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losses for a securitized pool of leases for any period include the aggregate lease balance ((i) remaining total securitization value, (ii) external costs associated with repossession and disposition of vehicles incurred both before and after charge off and (iii) external costs associated with continued collection efforts incurred after charge off) of all leases that the servicer determined to be uncollectible in the period less any amounts received in the period on leases charged off in the period.  Therefore, realized losses for a securitized pool of leases may be higher or lower than net losses for those leases.

(7)Gross liquidations are cash payments and charge offs that reduce the outstanding balance of a lease.

(8)For non-annual periods, the percentages are annualized.

Material Changes to Servicing Policies and Procedures

[In March 2011, Ford Credit completed a consolidation of one of its loss prevention specialty centers into an existing business center as the loss performance improved on its portfolios.  In March 2012, Ford Credit moved its commercial contract loss prevention collections into the two business center locations responsible for underwriting and purchasing commercial contracts to leverage the commercial expertise of personnel in those locations.  In July 2014, Ford Credit completed a consolidation of its bankruptcy specialty center into an existing business center due to a decline in accounts with bankrupt customers and the ability to more efficiently provide service to customers in all time zones.

As part of its regular cycle plan, Ford Credit launched new consumer behavioral scoring models in August 2011 and in September 2013.  Ford Credit launched new commercial behavioral scoring models for its commercial portfolio in January 2013.

Since 2010, as online purchasing of returned lease vehicles has become more accepted, the portion of eligible vehicles purchased through Accelerate has increased over time, reaching 35% of eligible vehicles in 2008 but declined since then to approximately 20% to 25% of eligible vehicles through the end of 2012 due to strong auction values and lower return rates.

In January 2013, Ford introduced a program to incentivize Lincoln dealers to purchase returned lease vehicles through Accelerate, certify those vehicles and sell them to customers under a certified pre-owned program.  Ford Credit uses the same proprietary model to establish the price of the returned Lincoln vehicles under this program as it uses for other vehicles.  Ford pays the incentive under a marketing program on the sale of the used vehicle to a customer.  This program resulted in an increase in the portion of eligible vehicles purchased through Accelerate to approximately 29% for 2013.

Since 2010, Ford has offered quarterly regional early lease termination programs on specific models.  Approximately 6% of lessees eligible for these programs terminated their leases early during 2010.  Beginning in late 2010, Ford offered early lease termination programs to lessees of Mercury vehicles, which increased the rate of eligible lessees who terminate early to approximately 9% in 2011.  Approximately 12% of eligible lessees terminated their leases early in 2012 as a result of Ford offering national early lease termination programs rather than regional programs.  National early lease termination programs announced since the beginning of 2013 are expected to further increase participation rates.]

For more details about Ford Credit’s servicing policies and procedures, you should read “Sponsor and Servicer — Servicing and Collections.”

Like-Kind Exchange Program

Ford Credit and the titling companies engage in a like-kind exchange program, or “LKE program,” for the lease portfolio.  The LKE program is designed to permit Ford Credit to defer recognition of taxable gain on the sale of a returned or repossessed leased vehicle.  The documents governing the LKE program require the net sale proceeds to be assigned to, and deposited directly with, a qualified intermediary rather than being paid directly to Ford Credit, as servicer.  The qualified intermediary uses the net sale proceeds to purchase additional leased vehicles on behalf of the titling companies.  Under the credit and security agreement, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale.  Ford Credit, as servicer, must deposit an amount equal to the net proceeds in the collection account under the servicing agreement.  The LKE program is therefore not anticipated to have any impact on the amount and timing of any payment of net sale proceeds to be received

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by the holder of any exchange note.  The LKE program will terminate on the occurrence of any servicer termination event.

Demands to Reallocate Leases and Leased Vehicles — Prior Securitized Pools

The transaction documents for prior securitizations of leases and leased vehicles sponsored by Ford Credit require Ford Credit to reallocate a lease or leased vehicle from the related reference pool for breach of a representation made about a lease and leased vehicle that has a material adverse effect on the lease or leased vehicle and is not corrected before the date the lease is required to be reallocated.  During the three year period ended __________, 20__, [neither Ford Credit nor any of the depositors, the indenture trustees or the owner trustees for those securitizations received a demand to reallocate a lease or leased vehicle from the reference pool in those securitizations.]  [If applicable, Rule 15Ga-1(a) information to be provided.]  Ford Credit, as securitizer, discloses all reallocation demands and related activity on SEC Form ABS-15G.  Ford Credit filed its most recent Form ABS-15G for reallocation requests with the SEC on February __, 20__.  Ford Credit’s CIK number is 0000038009.

Static Pool Information — Prior Securitized Pools

Annex B contains static pool information about prior reference pools of leases and related leased vehicles that were securitized by Ford Credit.  The information in Annex B consists of summary information about the original characteristics of the prior securitized pools, prepayment, delinquency, termination and loss data for the prior securitized pools and graphical presentation of the data.  The original characteristics of the prior securitized pools may differ somewhat from each other and from the characteristics of the reference pool in this securitization transaction.  This is because Ford Credit’s portfolio of leases and leased vehicles, from which the reference pools are selected, changes over time.  [Despite these differences, the prior securitized pools are generally comparable to the reference pool in this securitization transaction because these changes have not been significant and Ford Credit’s origination, underwriting and purchasing policies and servicing policies have been generally consistent over time.]

[Based on Ford Credit’s experience, the characteristics that are expected to most significantly influence the performance of a securitized pool of leases and leased vehicles are FICO® scores, lease-to-value ratios and payment-to-income ratios of the contracts, the residual value effect on the payment amount, and resale values on leased vehicles disposed by Ford Credit.  A securitized pool with lower FICO® scores or with higher lease-to-value and payment-to-income ratios may perform worse comparatively.  Given the consistency of these characteristics across the prior securitized pools and the reference pool in this securitization transaction, any difference in performance in the reference pool compared to prior securitized pools may be more influenced by general macroeconomic conditions than differences in these characteristics.  In addition, while the historical loss performance of commercial use contacts has been comparatively better than for personal use contracts, commercial use obligors are generally small businesses or self-employed and may experience more severe loss performance in an economic or industry specific downturn.]

[In addition, although the selection criteria used for the leases in the prior securitized pools have changed over time, these changes do not diminish the general comparability of the prior securitized pools to the reference pool in this securitization transaction.]  Prepayments, delinquencies, terminations or losses for the reference pool in this securitization transaction may differ from the information shown in Annex B for prior securitized pools.

REFERENCE POOL

The following description of the reference pool summarizes parts of the transaction documents, including the exchange note purchase agreement, the servicing supplement, the indenture and the asset representations review agreement, but is not a complete description of these agreements.  For more details about the transaction documents, you should read the forms of the transaction documents that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

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Trust Assets

The primary asset of the trust will be an exchange note issued by the titling companies to Ford Credit under the credit and security agreement.  The exchange note will be backed by the reference pool of car, light truck and utility vehicle leases and leased vehicles purchased by the titling companies from dealers.  On the closing date, the titling companies will issue the exchange note to Ford Credit, Ford Credit will sell the exchange note and other related assets to the depositor and the depositor will sell the exchange note and other related assets to the trust.  The trust assets will be pledged by the trust to the indenture trustee for the benefit of the noteholders.

The trust assets will be:

·the exchange note,

·rights to funds and investments in bank accounts of the trust,

·rights under the transaction documents, including:

·rights for the reallocation of certain leases and leased vehicles, including ineligible leases, [and]

·[rights for any servicer advances, and]

·rights to credit enhancements for the notes, and

·all proceeds of the above.

Selection of Reference Pool

The leases and leased vehicles in the reference pool were randomly selected by Ford Credit from its U.S. portfolio of leases that meet the selection criteria as of the cutoff date.  Ford Credit did not use selection procedures believed to be adverse to the holder of the exchange note in selecting the leases and leased vehicles in the reference pool from other leases and leased vehicles.  The selection criteria include that each lease and/or leased vehicle:

·has an original term of not more than 48 months,

·was a new car, light truck or utility vehicle at the beginning of the lease (which includes vehicles Ford Credit considers to be new vehicles according to its underwriting procedures, such as demonstrator vehicles that have never been titled and have not been driven more than 6,000 miles),

·is currently not more than 30 days delinquent as of the cutoff date(Ford Credit considers a lease delinquent if more than $49.99 of a monthly payment is overdue) although it may have been more than 30 days delinquent in the past,

·has not been granted payment extensions of more than three months as of the cutoff date, and

·is not subject to a bankruptcy proceeding as of the cutoff date.

Ford Credit’s portfolio of leases available for this securitization program changes over time as a result of changes in Ford Credit’s origination, underwriting and purchasing policies, Ford’s marketing programs and Ford Credit’s allocation of leases in securitization and other funding transactions and programs, some of which may use different selection criteria than this program.  Ford Credit does not consider any of the leases and leased vehicles to be exceptions to its underwriting and purchasing standards described in “Sponsor and Servicer—Origination, Underwriting and Purchasing.”

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Composition of Reference Pool

Information about the composition of the reference pool and the characteristics of the leases and leased vehicles in the reference pool is in Annex A.

[Asset-Level Data]

[To be included for offerings after November 22, 2016:]

[The depositor prepared asset level data for the reference pool and filed it with the SEC on Form ABS-EE.  The Form ABS-EE is incorporated by reference into this prospectus.  The asset data file contains detailed information for each lease and leased vehicle about its identification, origination, lease terms, leased vehicle, lessee, lease and payment activity, servicing and status.  Investors should carefully review the asset level data.  The depositor will prepare updated asset level data on a monthly basis and will file it with the SEC on Form ABS-EE.  The depositor’s CIK number is 0001519881.

For more details about the monthly asset level data, you should read “Monthly Reports.”]

Depositor Review of Reference Pool

The depositor performed a review of the leases and leased vehicles in the reference pool designed and effected to provide reasonable assurance that the disclosures about the reference pool in this prospectus are accurate in all material respects.  This review consisted of a statistical data review, a lease review, reviews of data and information by securitization funding personnel and reviews of factual information by senior management and legal office personnel of Ford Credit, and is supported by Ford Credit’s business and systems control processes.  The depositor consulted with, and was assisted by, responsible personnel of Ford Credit in performing the review.  The depositor also engaged a third party to assist it in its statistical data review and the lease review using procedures designed and established by the depositor and determined by the depositor to be sufficient for purposes of its review of the reference pool.  The depositor takes full responsibility for the review of the reference pool, the work performed by Ford Credit and third parties and the findings and conclusions of that review.

The depositor completed a multistep quality assurance review of the reference pool selected for this securitization transaction in which Ford Credit securitization funding personnel applied systemic and manual filters to confirm that the leases and leased vehicles in the reference pool meet the selection criteria described in “Reference Pool — Selection of Reference Pool” as of the cutoff date.  As part of the reference pool selection process, the data and information about the reference pool that was transferred from Ford Credit’s receivables system and other system sources to Ford Credit’s securitization system was systematically verified back to the source systems and the depositor found no discrepancies.

[For offerings after November 22, 2016, description of review of asset level data filed on Ford ABS-EE to be included.]

The reference pool composition and stratification tables and other reference pool information in “Summary — Reference Pool” and in Annex A were systematically created by Ford Credit’s securitization system or calculated from data in Ford Credit’s securitization system or other source data by Ford Credit’s securitization funding personnel.  Ford Credit securitization funding personnel reviewed and verified the data and information in these tables as consistent with the data and information from Ford Credit’s securitization system and other source data.  In addition, the data and information in these tables were recalculated and confirmed to be consistent with the data and information from the securitization system and other source data.  The depositor found no discrepancies in the reference pool composition and stratification tables or the other reference pool information in these tables.

The depositor reviewed a sample of [125] lease files randomly selected from the leases in the reference pool and compared specific lease information in the sample leases relevant to the data and information about the reference pool in this prospectus to the same information in Ford Credit’s receivables system.  The depositor found __ error[s] out of [1,875] data points reviewed or compared in the sample leases.  The

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depositor considers that the review indicates no systemic errors in the reference pool data or other errors that could have a material adverse effect on the data and information about the reference pool in this prospectus.

The depositor confirmed with senior management and legal office personnel of Ford Credit that they performed a comprehensive management and legal review of the information about the reference pool in this prospectus.  Senior managers and legal office personnel reviewed and confirmed as accurate the descriptions of the general information about the reference pool and how the leases in the reference pool were originated.  Ford Credit legal office personnel also reviewed and confirmed that the descriptions of the material terms of the leases in the reference pool accurately reflect the terms of the forms of leases purchased by the titling companies, that the descriptions of the legal and regulatory considerations that may materially affect the performance of the reference pool accurately reflect current federal and state law and regulations and case law precedents and that the summary of the representations and the remedies available for breach of these representations accurately reflect the terms of the securitization transaction documents.

The depositor’s review of the reference pool is supported by Ford Credit’s extensive control processes used in the day-to-day operation of its business.  These controls include financial reporting controls required by the Sarbanes-Oxley Act, regular internal reviews of key business functions, including lease and leased vehicle purchasing, servicing and systems processing, controls to verify compliance with procedures and legal requirements, and quality assurance reviews for credit decisions, lease and leased vehicle purchases and securitization processes.  In addition, Ford Credit uses an integrated network of computer applications to ensure that information about the reference pool is accurately entered, captured and maintained in its lease and other systems.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately.  All of these controls and procedures ensure integrity of data and information and accuracy of securitization disclosures.

After completion of the review described above, the depositor concluded that it has reasonable assurance that the disclosure about the reference pool in this prospectus is accurate in all material respects.

Representations About Reference Pool

As sponsor, Ford Credit will make representations to the depositor about each lease and leased vehicle in the reference pool.  Generally, these representations relate to the origination of the lease, the characteristics of the lease and leased vehicle, legal compliance, terms of the lease and status of the lease, as well as the selection criteria described in “—Selection of Reference Pool” above.  In addition, the representations include:

·each lease and leased vehicle in the reference pool was originated and has been serviced in compliance with laws in all material respects,

·each lease and leased vehicle in the reference pool is owned by one of the titling companies,

·the collateral agent has a first priority perfected security interest, or Ford Credit, as servicer, has begun procedures that will result in the perfection of the collateral agent’s first priority security interest, in the related lease and leased vehicle, and

·each lease in the reference pool is the enforceable payment obligation of the lessee and no lessee has asserted a right of rescission, setoff or defenses against the lease.

The depositor will make similar representations to the trust about each lease and leased vehicle and the reference pool and other property.

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Obligation to Reallocate Ineligible Leases and Leased Vehicles

If any representation made by Ford Credit or the depositor about a lease or leased vehicle was untrue when made, the lease or leased vehicle was not eligible to be allocated to the reference pool.  If either Ford Credit or the depositor knows, or receives notice from the trust, the owner trustee or the indenture trustee that any representation about a lease or leased vehicle was untrue when made and the breach has a material adverse effect on the lease or leased vehicle, Ford Credit or the depositor must reallocate the lease and leased vehicle from the reference pool.  In addition, a noteholder may make a request or demand to the indenture trustee that a lease or leased vehicle be reallocated from the reference pool due to a breach of representation made about the leases or leased vehicles and the indenture trustee will notify Ford Credit of any noteholder request or demand it receives.

Ford Credit and the depositor will be considered to know about a breach if a designated employee of Ford or Ford Credit who is responsible for the securitization transaction, or a “responsible person,” has actual knowledge of the breach.  Ford Credit and the depositor will designate to the indenture trustee its responsible persons for this purpose.  A noteholder may obtain a list of responsible persons by request to the indenture trustee or the depositor.

None of the indenture trustee, the owner trustee, the asset representations reviewer or the servicer are obligated to monitor the lease or leased vehicles or investigate whether any representations have been breached.

If Ford Credit or the depositor knows of a breach or receives notice of a breach, a reallocation request or demand or a review report from the asset representations reviewer indicating that a test was failed for a lease, Ford Credit or the depositor will investigate the lease or leased vehicle or leases and leased vehicles to confirm the breach and determine if it has a material adverse effect on any lease or leased vehicle.  Ford Credit will report any request or demands to reallocate leases or leased vehicles and related activity and status on SEC Form ABS-15G.

If a reallocation is required, Ford Credit or the depositor will reallocate the lease or leased vehicle from the reference pool on the first payment date after the month in which it obtained knowledge or was notified of the breach or, at its option, on the next payment date, unless it corrects the breach in all material respects before that payment date.  On that payment date, Ford Credit or the depositor will reallocate the lease or leased vehicle from the reference pool, effective as of the last day of the second prior month by depositing in the collection account an amount equal to (1) the securitization value of the lease, plus (2) [the amount of any outstanding servicer advances, minus (3)] any monthly payments received but not yet due.

These reallocation obligations will be the sole remedy of the trust, the indenture trustee, the noteholders and the collateral agent for any losses resulting from a breach of the representations of Ford Credit or the depositor about the leases or leased vehicles.

[Ford Credit may offer extensions to lessees located in states and counties declared to be major disaster areas by the Federal Emergency Management Agency prior to the closing date, and Ford Credit will reallocate the leases and leased vehicles of the lessees that accept those offered extensions if it results in the lease being extended for more than three monthly payments.  In Ford Credit’s experience, the acceptance rate for these extension offers is generally less than 5%.]

Asset Representations Review

If two triggers are met, the asset representations reviewer will perform a review of leases to test for compliance with the representations made by Ford Credit and the depositor about the leases and leased vehicles.  The first trigger is a delinquency trigger that will occur if the aggregate securitization value of leases in the reference pool that are more than 60 days delinquent as a percentage of the total securitization value as of the end of a month meets or exceeds the delinquency trigger for that month set by Ford Credit as described in “ — Delinquency Trigger” below.  If the delinquency trigger occurs, it will be reported on the investor report and reported in the Form 10-D for that month.  The second trigger is a voting trigger that will be met if, following the occurrence of a delinquency trigger, the noteholders of at least 5% of the principal

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amount of notes demand a vote and, subject to a 5% voting quorum, the noteholders of a majority of the principal amount of the notes that are voted vote to direct a review.

Delinquency Trigger.  The “delinquency trigger” will be __% for the first 12 months following the cutoff date and __% for the remaining months that the notes are outstanding.  Ford Credit developed the delinquency trigger by considering the monthly greater than 60-day delinquency rate observed in its prior securitizations of leases and leased vehicles in this program from [2009] through [2014].  The delinquency rate is calculated as the aggregate securitization value of the leases that are more than 60 days delinquent as a percentage of the total securitization value as of the end of a month.  For this purpose, a delinquent lease is defined as a lease with more than $49.99 of a scheduled payment past due, including leases with bankrupt obligors but excluding leases with leased vehicles in repossession status or that have been charged off by the servicer according to its servicing procedures.

Ford Credit derived average monthly delinquency percentages from these prior securitization transactions and used it to construct a delinquency curve which it believes, given the consistency of its origination and servicing practices, represents a reasonable expected case delinquency curve for the leases over economic cycles.  Ford Credit then applied a multiple of approximately [3.0] to the average delinquency percentage observed at month 12 and month 24.  By establishing these multiples consistent with, or within, the multiples of expected cumulative net losses that the Class C notes are expected to be able to withstand without a loss, Ford Credit believes the delinquency trigger is an appropriate threshold at the point when noteholders may benefit from an asset representations review.  The delinquency trigger starts at a lower level for the first year and increases the following year of the securitization transaction to reflect the historical shape of the delinquency curve in Ford Credit’s securitization transactions.  This provides a more conservative trigger level early in this securitization transaction’s life, when rising delinquencies may cause concern about whether the representations made about the leases and leased vehicles are true and when noteholders may benefit most from an asset representations review.

Ford Credit believes that the delinquency trigger is appropriate based on:

·its experience with delinquency in its prior securitized pools of leases, and in its portfolio of leases,

·its observation greater than 60 day delinquency rates and net cumulative losses in its lease securitization transactions increase over time and are correlated, and

·its assessment of the amount of net cumulative losses that would likely result in a loss to noteholders of the most junior notes in prior securitized pools.

For Ford Credit’s prior securitized pools in Annex B, the percentage of leases that have been more than 60 days delinquent at month 12 have ranged from ___% to ___% and at month 24 have ranged from ___% to ___%.  The following chart shows the monthly percentages of leases more than 60 days delinquent in Ford Credit’s prior securitized pools and the average monthly delinquency rate for these prior securitized pools from [2009] through [2014] compared to the delinquency trigger established for this securitization transaction.

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Voting Trigger.  If the delinquency trigger occurs on the last day of the month, a noteholder may demand that the indenture trustee call a vote of all noteholders on whether to direct the asset representations reviewer to perform a review.  If noteholders of at least 5% of the principal amount of the notes demand a vote within 90 days after the filing of the Form 10-D reporting the occurrence of the delinquency trigger, the indenture trustee will submit the matter to a vote of all noteholders through DTC.  The vote will remain open until the 150th day after the filing of that Form 10-D.  Assuming a voting quorum of noteholders holding at least 5% of the principal amount of the notes is reached, if the noteholders of a majority of the principal amount of the notes that are voted vote to direct a review, the indenture trustee will notify the asset representations reviewer and the servicer to start the review.  If the requirements of the voting trigger are not met within these time periods, no review of the leases will be performed for that occurrence of the delinquency trigger.

Asset Representations Review Process.  The review will be performed on each lease that is more than 60 days delinquent at the end of the prior month, or the “review leases.”  Within 60 days of the receipt of a review notice, the servicer will give the asset representations reviewer access to the lease files and other information necessary for the review of all of the review leases.  Upon receiving access to the review materials, the asset representations reviewer will start its review of the review leases and complete its review within 60 days after receiving access to all review materials.  The review period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided within the 60-day period or requires clarification of any review materials or testing procedures.  The review will consist of performing specific tests for each representation and each review lease and determining whether each test was passed or failed.  If the servicer notifies the asset representations reviewer that a review lease was paid in full or reallocated from the reference pool before the review report is delivered, the asset representations reviewer will terminate the tests of that lease and the review of that review lease will be considered complete. If a review lease was included in a prior review, the asset representations reviewer will not be required to perform any tests on the lease, and will include the results of the previous tests in the review report for the current review. However, the asset representations reviewer may provide additional information in a review report about any review lease that it determines in good faith to be material to the review.

The review tests were designed by Ford Credit to determine whether a review lease was not in compliance with the representations made about it in the transaction documents at the relevant time, which is usually at origination of the lease or as of the cutoff date or closing date.  There may be multiple tests for each representation.  The review is not designed to determine why the lessee is delinquent or the

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creditworthiness of the lessee, either at the time of the review or at origination of the lease.  The review is not designed to determine whether the lease was serviced in compliance with the servicing agreement after the cutoff date.  The review is not designed to establish cause, materiality or recourse for any failed test.  The review is not designed to determine whether Ford Credit’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent.

Review Report.  Within five days after completion of the review, the asset representations reviewer will provide a report to the sponsor, the depositor, the trust, the servicer and the indenture trustee on the test results for each review lease and each representation, including any review lease for which the tests were considered complete, and the related reason.  The asset representations reviewer is not responsible for determining whether noncompliance with any representation is a breach of the transaction documents or if an lease is required to be reallocated from the reference pool.

On delivery of the review report, the asset representations reviewer will be entitled to receive a review fee of up $___ for each lease tested in the review.  On receipt of the report, the review fee will be paid to the asset representations reviewer according to the priority of payments as described under “Description of the Notes — Priority of Payments.”  A summary of the report of the asset representations review will be included in the Form 10-D for the trust in the next month.

For more information about the asset representations reviewer, you should read “Transaction Parties — Asset Representations Reviewer.”

Dispute Resolution for Reallocation Requests

If a request is made for the reallocation of a lease and leased vehicle due to a breach of a representation made about the leases or leased vehicles, and the reallocation is not resolved within 180 days after Ford Credit or the depositor receives notice of the reallocation request, the requesting party, including a noteholder, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The requesting party must start the mediation or arbitration proceeding according to the rules of the mediation or arbitration organization with 90 days after the end of the 180-day period.  Ford Credit and the depositor must agree to participate in the selected resolution method.  Dispute resolution to resolve reallocation requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the delinquency trigger occurred.  However, if the lease subject to a reallocation request has been part of an asset representations review and the asset representations review report states that no tests were failed for the lease, the reallocation request for the lease will be deemed to be resolved.

A mediation or arbitration will be administered by [The American Arbitration Association] using its mediation or arbitration rules in effect at the time of the proceeding.  If [The American Arbitration Association] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by Ford Credit, using its rules then in effect.  However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control.  Any mediation or arbitration will be held in New York City at the offices of the mediator or arbitrator or at another location selected by Ford Credit or the depositor.  Any party or witness may appear by teleconference or video conference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect.  The mediator or arbitrator must be impartial, an attorney admitted to practice in the state of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

For a mediation, the proceeding will start within [15] days after selection of the mediator and conclude within [30] days after the start of the mediation.  Expenses of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation.  If the parties fail to agree at the completion of the mediation, the requesting party may refer the reallocation request to arbitration.

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For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after selection of the arbitrator and will proceed for no more than [six] consecutive business days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents.  The arbitrator will not have the power to award punitive or consequential damages.  In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion.  The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter.  By selecting arbitration, the requesting party is giving up its right to sue in court, including the right to a trial by jury.

Neither the depositor nor the sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  Each party will agree to keep the details of the reallocation request and the dispute resolution confidential, except as may be required by applicable law.

DESCRIPTION OF EXCHANGE NOTE

The titling companies will issue the exchange note under an exchange note supplement to the credit and security agreement among the titling companies, the administrative agent, the collateral agent and Ford Credit.  The following summarizes the main terms of the exchange note and the exchange note supplement but is not a complete description of the exchange note or the entire credit and security agreement or exchange note supplement.  For more details about the exchange note and the credit and security agreement and the exchange note supplement, you should read the credit and security agreement and the form of exchange note supplement that are exhibits to the registration statement filed with the SEC that includes this prospectus.

Ford Credit finances the titling companies’ purchase of leases and leased vehicles under the credit and security agreement as described in “Sponsor and Servicer — Use of Titling Companies; Financing Purchases of Leases by Titling Companies.”  At any time, Ford Credit may request that the titling companies exchange a portion of the amount outstanding under the credit and security agreement for a term note evidenced by an “exchange note” and allocate a portion of the leases and leased vehicles that secure the loans under the credit and security agreement to that exchange note.  The exchange note issued for this securitization transaction will represent an ownership or beneficial interest in the leases and leased vehicles in the “reference pool” allocated to the exchange note.

On the closing date, the titling companies will issue the exchange note to Ford Credit under a supplement to the credit and security agreement, or the “exchange note supplement.”  Ford Credit will sell the exchange note to the depositor which will, in turn, sell the exchange note to the trust.  The trust will pledge the exchange note and its other assets to the indenture trustee for the benefit of the noteholders.  The primary asset of the trust will be the exchange note.

As holder of the exchange note, the trust will be entitled to the payments made on the exchange note.  Payments on the exchange note will be based on the amounts received on the leases and leased vehicles in the reference pool.  These amounts include:

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·payments by or on behalf of the lessees on the leases in the reference pool applied on or after the cutoff date,

·net proceeds from the sale of the leased vehicles in the reference pool, and

·proceeds from claims on insurance companies for insurance covering the lessees, the leases or the leased vehicles in the reference pool.

Interest will accrue on the exchange note at a rate of ___%.  This interest rate equals the interest rate on the Class C notes plus ___%.  The exchange note will accrue interest on an actual/360 basis from the closing date to the date on which the exchange note balance is reduced to zero.  The trust will make interest and principal payments on the exchange note on each payment date from exchange note available funds as described below under “— Priority of Payments on the Exchange Note.”

The indenture trustee will have a first priority security interest in the exchange note for the benefit of the holders of the notes.  The exchange note is secured by a security interest in the leases and leased vehicles owned by the titling companies and financed under the credit and security agreement, including the leases and leased vehicles in the reference pool.  Under the credit and security agreement and for the LKE program, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale, if Ford Credit, as servicer, deposits an amount equal to those proceeds in the collection account under the servicing agreement.  However, the trust will agree that it will have recourse solely to the reference pool, the reserve account and, if available, shared amounts allocated to the exchange note from other reference pools.  The trust will also agree that any claim it may have against the assets of the titling companies other than the reference pool allocated to the exchange note held by the trust will be subordinate to the payment in full of the claims of Ford Credit, as the lender under the credit and security agreement, the holders of the other exchange notes and other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the titling companies, and related hedging arrangements.  However, the trust will be able to accelerate the maturity of the exchange note on default and then bring suit and obtain a judgment against either of the titling companies on the exchange note.

The trust will also agree that, before the date which is one year and one day after payment in full of the obligations under the credit and security agreement, including the exchange notes, it will not begin or join in bankruptcy proceedings against the titling companies.

As long as any of the notes are outstanding, the indenture trustee, acting at the direction of a majority of the controlling class, will be entitled to exercise the rights and remedies of the trust as holder of the exchange note.

Funds Available for Payments on Exchange Note

Payments on the exchange note will be made from “exchange note available funds,” which for any payment date generally will be equal to collections on the reference pool for the prior month, amounts withdrawn from the reserve account and, if available, shared amounts from other reference pools allocated to the exchange note.

Collections.  For each month, “collections” on the reference pool will consist of the following amounts:

·base monthly payments on the leases in the reference pool for the month that are received by the servicer, plus

·[any advances of base monthly payments for the month made by the servicer on the leases, minus reimbursements of any servicer advances previously made on the leases in the reference pool, plus]

·proceeds from the sale or other disposition of leased vehicles in the reference pool, plus

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·amounts paid by Ford Credit or the depositor for the reallocation of ineligible leases and leased vehicles from the reference pool, plus

·amounts paid by the servicer for the reallocation of servicer modified or servicer impaired leases and leased vehicles from the reference pool, plus

·other amounts received by the servicer on leases in the reference pool, including excess mileage and excess wear and use charges, insurance proceeds and recoveries on any lease that has been charged off, plus

·amounts assessed by the servicer to the lessees of leases in the reference pool for a payment extension, minus

·following amounts relating to the leases in the reference pool (1) payments of sales and use taxes on the base monthly payments and amounts to cover personal property taxes and similar government charges, (2) late fees, returned check fees and any other similar fees or charges, (3) amounts required to reimburse the servicer for fees, fines or other amounts paid by the servicer on behalf of a lessee, (4) amounts spent by the servicer and charged to the account of a lessee, (5) amounts paid to third parties for repossession and disposition of a leased vehicle, (6) amounts required to be refunded to a lessee and (7) external costs of collection on charged off leases.

Base monthly payments that are received by the servicer before the month in which they are due will be held in the collection account and included in collections for the month in which they are due.

This diagram shows the sources of exchange note available funds for each payment date.  Exchange note available funds, including amounts withdrawn from the reserve account to cover shortfalls and any shared amounts from other reference pools allocated to the exchange note, are the only funds that will be used to make payments on the exchange note on each payment date.

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The following diagram shows how exchange note available funds are distributed on each payment date.  The priority of payments shown in this diagram will apply unless the exchange note is accelerated due to a facility default or an exchange note default.

Priority of Payments on Exchange Note

General Rule.  On each payment date, the servicer will direct the indenture trustee to apply exchange note available funds for the prior month to make payments in the order of priority listed below.  This priority will apply unless the exchange note is accelerated due to a facility default or an exchange note default.

(1)to the servicer, servicing fees due [and reimbursement of any outstanding servicer advances],

(2)to the trust, interest due on the exchange note,

(3)to the trust, amounts necessary to cover any shortfall in payments under items (1) through (7) under “Description of the Notes — Priority of Payments” in this prospectus,

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(4)to the reserve account, the amount required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

(5)to the trust, principal on the exchange note equal to the excess of the principal amount of the notes (or, if the trust is no longer the holder of the exchange note, the principal amount of the exchange note) over an amount equal to the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, which amount will be reduced by any payments in respect of principal made in item (3) above,

(6)to be applied as shared amounts on any other exchange note that is in default as a result of a failure to pay principal or interest, and

(7)remaining money, to be paid on the revolving credit facility.

If collections on the reference pool on any payment date are insufficient to cover the money payable under items (1) through (3), the servicer will direct the indenture trustee to withdraw the shortfall from the reserve account if available and use it to pay amounts payable under items (1) through (3) that remain unpaid.

If an exchange note default as a result of failure to pay principal or interest has occurred and is continuing, the servicer will direct the indenture trustee to use any shared amounts allocated to the exchange note to pay amounts payable under items (1) through (3) that remain unpaid.

Post-Acceleration Exchange Note Priority of Payments.  If the exchange note is accelerated due to a facility default or an exchange note default, on each payment date starting with the payment date relating to the collection period in which the acceleration occurs, the indenture trustee will apply the amount in the collection account, together with any shared accounts allocated to the exchange note for the payment date, to make payments in the following order of priority:

(1)         to the collateral agent, money due to the collateral agent related to the exchange note or the reference pool,

(2)         to the administrative agent, money due to the administrative agent related to the exchange note or the reference pool,

(3)         to the servicer, servicing fees due [and reimbursement of any outstanding servicer advances],

(4)         to the trust, interest due on the exchange note,

(5)         to the trust, the amount required to cover money payable under items (1) through (7) under “Description of the Notes — Post-Acceleration Priority of Payments” in this prospectus,

(6)         to the trust, principal on the exchange note until paid in full,

(7)         to be applied as shared amounts to any other exchange note that is in default as a result of non-payment of principal or interest, and

(8)         remaining money, to be paid on the revolving credit facility.

Shared Amounts

Collections remaining after making the payment described in item (5) in “— Priority of Payments on the Exchange Note — General Rule” above will be available for allocation to other exchange notes.  This

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excess, plus any similar excesses from other exchange notes are called “shared amounts” and will be allocated to cover shortfalls in interest and principal payments owed on other exchange notes for which an exchange note default for failure to pay principal or interest has occurred and is continuing.  In addition, if a default occurs and is continuing on the exchange note issued for this securitization transaction as a result of a failure to pay principal or interest, shared amounts from other exchange notes may be available to the exchange note issued for this securitization transaction on each payment date.

If a default for failure to pay principal or interest has occurred and is continuing on any exchange note, the defaulted exchange note will be allocated an amount equal to the shared amounts from the exchange notes multiplied by a fraction the numerator of which is the outstanding note balance of the defaulted exchange note and the denominator of which is the sum of the outstanding balance under the revolving credit facility plus the aggregate note balance of the exchange notes.

Shared amounts, if available for the exchange note issued for this securitization transaction, will cover shortfalls in the payments described in items (1) through (5) in “— Priority of Payments on the Exchange Note — General Rule” above.

Amendments to Credit and Security Agreement and Exchange Note Supplement

The exchange note supplement may be amended without the consent of the noteholders or of the trust, as holder of the exchange note, and the credit and security agreement may be amended without the consent of any noteholder or any holder of an exchange note, including the trust as holder of the exchange note, to:

·further protect the collateral agent’s interest in the leases and leased vehicles or the indenture trustee’s interest in the exchange note or other trust property,

·add any covenants for the benefit of the secured parties,

·transfer or pledge any property to the collateral agent,

·cure any ambiguity in or to correct or supplement any provision in the exchange note supplement or the credit and security agreement,

·evidence the acceptance of the appointment under the credit and security agreement of a successor administrative agent or successor collateral agent, or

·make any amendment to the exchange note supplement or the credit and security agreement that does not materially adversely affect the interests of any exchange noteholder (other than exchange noteholders who have consented to the amendment).

The credit and security agreement may also be amended in any other way with the consent of each exchange noteholder.

The exchange note supplement may also be amended in any other way with the consent of the trust, as directed by a majority of the controlling class.

Facility Defaults and Exchange Note Defaults; Rights on Default

Each of the following events will be a “facility default” under the credit and security agreement:

·bankruptcy or dissolution of any of the titling companies, and

·bankruptcy or dissolution of the servicer, unless, on or before the date the servicer is terminated, a successor servicer has accepted its appointment.

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If a facility default occurs, the exchange note will automatically be accelerated and the exchange note will be immediately due and payable.

Each of the following events will be an “exchange note default:”

·failure to pay interest due on the exchange note within five business days after the due date,

·failure to pay the principal amount of the exchange note in full by its final scheduled payment date,

·failure by the titling companies to observe or perform any covenant or agreement made in the credit and security agreement or the exchange note supplement, which failure materially and adversely affects the rights of the trust, as holder of the exchange note, and is not corrected for a period of 60 days after notice was given to the titling companies, and

·any representation of the titling companies made in the credit and security agreement or the exchange note supplement was untrue when made which materially and adversely affects the trust, as holder of the exchange note, and is not corrected for a period of 60 days after notice was given to the titling companies.

If an exchange note default occurs and is continuing, the indenture trustee, acting at the direction of a majority of the controlling class, may accelerate the exchange note and declare the exchange note to be immediately due and payable.  Under some circumstances, the indenture trustee, acting at the direction of a majority of the controlling class, may rescind this declaration.

If a facility default occurs or if the exchange note is accelerated and declared due and payable following an exchange note default, the collateral agent, acting at the direction of a majority of the controlling class, may (1) file a lawsuit for the collection of the exchange note and enforce any judgment and (2) begin foreclosure proceedings on the leases and leased vehicles in the reference pool and/or (3) exercise any other remedies of a secured party.  If the reference pool is liquidated following an acceleration of the exchange note, the amount of principal paid on the exchange note on the next payment date will increase, which will increase the amount of principal that is payable on the notes on that payment date.

DESCRIPTION OF THE NOTES

The trust will issue the notes under an indenture between the trust and the indenture trustee.  The following description summarizes the main terms of the notes and the indenture but is not a complete description of the notes or the entire indenture.  For more details about the notes and the indenture, you should read the form of indenture that is included as an exhibit to the registration statement filed with the SEC that includes this prospectus.

Payments of Interest

Interest will accrue on the notes at the per annum interest rate for each class stated on the cover of this prospectus and will be due and payable to the noteholders on each payment date.  Interest on the Class A-1 notes [and the floating rate notes] will accrue on an “actual/360” basis from the prior payment date to the following payment date (or from the closing date to ________, 20__, for the first period).  Interest on all other classes of notes will accrue on a “30/360” basis from the 15th day of the prior month to the 15th day of the current month (or from the closing date to ________, 20__, for the first period).

[Interest on each class of floating rate notes will be based on the London Interbank Offered Rate, or “LIBOR.” The calculation agent will determine LIBOR for each interest period on the “LIBOR determination date,” which is the second London business day before that interest period.  All determinations of LIBOR by the calculation agent, in absence of manifest error, will be conclusive and binding on the noteholders.]

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All interest due but not paid on a payment date will be due on the next payment date, together with interest on the unpaid amount at the applicable interest rate.  Failure to pay interest that is due on the notes of the controlling class that continues for five days after the payment date will be an event of default.  Failure to pay interest that is due on any class of notes that is not part of the controlling class will not be an event of default.

The trust will pay interest on the notes on each payment date from exchange note available funds on that payment date.  Interest will not be paid on any subordinated class of notes until interest due on more senior classes of notes is paid in full.

If exchange note available funds are insufficient to pay all interest due on any class of notes on a payment date, each holder of that class of notes will receive its pro rata share of the funds that are available.  Any priority principal payments on more senior classes of notes will be made before the payment of interest due on the Class B or Class C notes.

For more details about the priority of payments made from exchange note available funds on each payment date, including priority payments of principal of senior classes of notes, you should read “ — Priority of Payments” below.

If the notes are accelerated after an event of default, interest due on the subordinated classes of notes will not be paid until both interest and principal on more senior classes of notes are paid in full. For instance, interest due on the Class B notes will not be paid until interest on and principal of the Class A notes are paid in full.

For more details about the payment priorities following an acceleration of the notes, you should read “ — Post-Acceleration Priority of Payments” below.

Payments of Principal

The trust will pay principal of the notes on each payment date in the amounts described below.  Principal will be paid sequentially to each class of notes in order of seniority, starting with the Class A-1 notes.  [The Class A-2a notes and the Class A-2b notes are a single class with equal rights to payments of principal and interest, which will be made on a pro rata basis.]  The trust will not pay principal of any class of notes until the principal amounts of more senior classes are paid in full.  Ford Credit expects the principal amount of each class of notes to be repaid by that class’s final scheduled payment date.  On the final scheduled payment date for each class of notes, no interest will be paid on any subordinated class of notes until both interest and principal on the maturing class of notes are paid in full.  If the principal amount of any class of notes is not paid in full by its final scheduled payment date, an event of default will occur and the principal amount of all classes of notes may be declared immediately due and payable.

The notes benefit from the application of exchange note available funds remaining after payment of the senior fees and expenses of the trust, interest on the notes and any required deposits in the reserve account, including the portion of the remaining payments that is excess spread.  After those amounts are paid, the trust will apply any remaining exchange note available funds to pay principal of the notes, in order of priority, until the targeted overcollateralization amount is reached before any funds will be distributed to the holder of the residual interest.

After the targeted overcollateralization amount is reached, the trust will pay principal of the notes on each payment date generally in an amount equal to the excess of (a) the principal amount of the notes as of the end of the prior payment date over (b) the excess of the total securitization value as of the beginning of the month that includes the payment date over the targeted overcollateralization amount.  In other words, principal will be paid on the notes on each payment date in an amount equal to the decrease in the total securitization value for the prior month, unless the actual amount of overcollateralization differs from the targeted overcollateralization amount.  All exchange note available funds will be used to make these payments.

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Unless a priority principal payment is required, the trust will pay principal of the notes on each payment date only after all interest due on the notes is paid in full and any required deposit in the reserve account is made.  Priority principal payments are required when the total securitization value is less than the principal amount of one or more classes of notes.  Priority principal payments are also required when any class of notes is not paid in full before its final scheduled payment date.  These priority principal payments will be paid to more senior classes of notes before payments of interest on subordinated classes of notes.  The “priority principal payments” for a payment date are:

·a “first priority principal payment” payable to the Class A noteholders, equal to the excess of the principal amount of the Class A notes on the prior payment date (after giving effect to payments on that date) over the total securitization value at the beginning of the month that includes the payment date, except that on and after the final scheduled payment date for each class of Class A notes, this amount will equal the principal amount of that class of Class A notes until paid in full, and

·a “second priority principal payment” payable to the Class A and Class B noteholders, equal to (a) the excess of the principal amount of the Class A and Class B notes on the prior payment date (after giving effect to payments on that date) over the total securitization value at the beginning of the month that includes the payment date, minus (b) the amount of any first priority principal payment, except that on and after the final scheduled payment date for the Class B notes, this amount will equal the principal amount of the Class B notes until paid in full.

The trust will pay the regular principal payment to the notes after all interest due on the notes and any required priority principal payments are paid in full.  The regular principal payment pays principal to the notes if required to reach the targeted overcollateralization amount before any funds are distributed to the holder of the residual interest.  The “regular principal payment” for a payment date is equal to:

·the excess of the principal amount of the notes over an amount equal to the total securitization value at the beginning of the month that includes the payment date minus the targeted overcollateralization amount, minus

·the sum of any first priority principal payment and second priority principal payment made on that payment date,

except that on and after the final scheduled payment date for the Class C notes, the regular principal payment will equal the principal amount of the Class C notes until paid in full.

The amount of the regular principal payment will be limited by the remaining available funds after more senior payments are made.

Priority of Payments

On each payment date, the servicer will direct the indenture trustee to use available funds to make payments and deposits in the order of priority listed below and, unless indicated below, pro rata based on the amounts due.  This priority will apply unless the notes are accelerated after an event of default:

(1)         to the indenture trustee, the owner trustee and the asset representations reviewer, all amounts due, including indemnities, to or at the direction of the trust, any expenses of the trust incurred under the transaction documents, in each case, if not paid by the depositor or administrator, up to a maximum of $________ per year,

(2)         to the servicer, the administration fees due,

(3)         to the Class A noteholders, interest due on the Class A notes, pro rata, based on the principal amount of the Class A notes as of the end of the prior payment date,

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(4)         to the Class A noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the first priority principal payment, if any,

(5)         to the Class B noteholders, interest due on the Class B notes,

(6)         to the Class A and Class B noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the second priority principal payment, if any,

(7)         to the Class C noteholders, interest due on the Class C notes,

(8)         to the reserve account, the amount, if any, required to replenish the reserve account to its original balance, unless the payment date is on or after the final scheduled payment date for the Class C notes,

(9)         to the noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the regular principal payment,

(10)       to the indenture trustee, the owner trustee and the asset representations reviewer and to or at the direction of the trust, all fees, expenses and indemnities due but not paid under item (1), and

(11)       to the holder of the residual interest in the trust, all remaining available funds.

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This diagram shows how available funds are paid on each payment date.  The priority of payments shown in this diagram will apply unless the notes are accelerated after an event of default.

Post-Acceleration Priority of Payments

If the notes are accelerated after an event of default, on each payment date, the servicer will direct the indenture trustee to apply the amounts in the exchange note collection account, the collection account and the reserve account to make payments in the order of priority listed below and, unless indicated below, pro rata based on the amounts due:

(1)to the indenture trustee, the owner trustee and the asset representations reviewer, all amounts due, including indemnities, to or at the direction of the trust, any expenses incurred according to the transaction documents,

(2)to the servicer, unpaid administration fees,

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(3)to the Class A noteholders, interest due on the Class A notes, pro rata, based on the principal amount of the Class A notes as of the end of the prior payment date,

(4)to the Class A noteholders, sequentially by class, principal of the Class A notes until paid in full,

(5)to the Class B noteholders, interest due on the Class B notes,

(6)to the Class B noteholders, principal of the Class B notes until paid in full,

(7)to the Class C noteholders, interest due on the Class C notes,

(8)to the Class C noteholders, principal of the Class C notes until paid in full,

(9)to the holder of the residual interest in the trust, any remaining amounts.

For more details about events of default and your rights following an event of default, you should read “— Events of Default and Acceleration” below.

Events of Default and Acceleration

Each of the following will be an “event of default” under the indenture:

·the trust fails to pay interest due on the notes of the controlling class within five days after any payment date,

·the trust fails to pay the principal amount of any class of notes in full by its final scheduled payment date,

·the trust fails to observe or perform a material covenant or agreement made in the indenture or a representation of the trust made in the indenture is later determined to have been incorrect in any material respect and, in either case, is not corrected for a period of 60 days after notice was given to the trust by the indenture trustee or to the trust and the indenture trustee by at least 25% of the controlling class, and

·a bankruptcy or dissolution of the trust.

If the trust knows of an event that with notice or the lapse of time, or both, would become an event of default of the type described in the third item above, it must notify the indenture trustee within five business days.  Except in limited circumstances, if the indenture trustee knows of an event that with notice or the lapse of time, or both, would become an event of default, it must notify the noteholders within 90 days.

The trust must notify the indenture trustee, the servicer and the rating agencies no more than five business days after a responsible person of the trust knows of an event of default.  If the indenture trustee knows of an event of default, it must notify all noteholders within five business days.

A majority of the controlling class may waive any event of default and its consequences except an event of default (a) in the payment of principal of or interest on any of the notes (other than an event of default relating to failure to pay principal due only because of the acceleration of the notes) or (b) relating to a covenant or term of the indenture that cannot be amended, supplemented or modified without the consent of all noteholders.

Acceleration of the Notes.  If an event of default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or a majority of the controlling class may accelerate the notes and declare the notes to be immediately due and payable.  If an event of default occurs because of bankruptcy or dissolution of the trust, the notes will be accelerated automatically.

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A majority of the controlling class may rescind a declaration of acceleration if:

·notice of the rescission is given before a judgment for payment of the amount due is obtained by the indenture trustee,

·the trust deposited with the indenture trustee an amount sufficient to make payments of interest and principal due on the notes (other than amounts due only because of the acceleration of the notes) and other outstanding fees and expenses of the trust, and

·events of default (other than the nonpayment of amounts due only because of the acceleration of the notes) are corrected or waived by a majority of the controlling class.

Remedies Following Acceleration.  If the notes have been accelerated and the acceleration has not been rescinded, the indenture trustee, at the direction of a majority of the controlling class, may:

·start a legal proceeding for the collection of the notes and enforce any judgment obtained,

·start foreclosure proceedings on the exchange note, and

·take any other action to protect and enforce the rights and remedies of the indenture trustee and the noteholders.

However, the indenture trustee is only permitted to sell the exchange note if the following conditions are met, which depend on which event of default has occurred:

·If an event of default occurs because of the late payment of interest on or principal of any note, the indenture trustee may sell the exchange note without obtaining the consent of the noteholders or may elect to have the trust maintain possession of the exchange note and apply collections as they are received, except that the indenture trustee will sell the exchange note if directed by a majority of the controlling class.

·If an event of default occurs because of the bankruptcy or dissolution of the trust, the indenture trustee may not sell the exchange note unless:

—the noteholders of the controlling class consent to the sale,

—the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes, or

—the indenture trustee determines that the assets of the trust would not be sufficient on an ongoing basis to pay all amounts owed by the trust, including payments on the notes as those payments would have become due if the obligations had not been accelerated, and the indenture trustee obtains the consent of 66-2/3% of the controlling class.

·If an event of default occurs because of a breach of a representation or covenant of the trust, the indenture trustee may not sell the exchange note unless:

—the noteholders consent to the sale, or

—the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes.

The indenture trustee will notify the noteholders at least 15 days before any sale of the exchange note.  Any noteholder, the depositor and the servicer may submit a bid to purchase the exchange note at a sale proceeding.

Payments Following Any Sale of the Exchange Note.  Following an acceleration of the notes and any sale of the exchange note, any amounts collected by the indenture trustee will be paid according to

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the “post-acceleration” priority of payments described “Description of the Notes — Post-Acceleration Priority of Payments.”

Standard of Care of the Indenture Trustee Following an Event of Default.  If an event of default occurred and is continuing, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  A majority of the controlling class generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee following an event of default and acceleration of the notes.

Limitation on Legal Proceedings.  No noteholder will have the right to start any legal proceeding for any remedy under the indenture described in “— Remedies Following Acceleration” above unless:

·the noteholder notified the indenture trustee of a continuing event of default,

·at least 25% of the controlling class requested the indenture trustee to start the legal proceeding,

·the requesting noteholders offered reasonable security or indemnity satisfactory to the indenture trustee against any liabilities that the indenture trustee may incur in complying with the request,

·the indenture trustee failed to start the legal proceeding within 60 days after its receipt of the notice, request and offer of indemnity, and

·a majority of the controlling class have not given the indenture trustee any inconsistent direction during the 60-day period.

A noteholder, however, has the right to start at any time a proceeding to enforce its right to receive principal and interest due to it under its note.

The indenture trustee and the noteholders will agree not to start or pursue a bankruptcy proceeding against the trust.

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase the exchange note from the trust on any payment date after the principal amount of the notes at the end of any month is [10]% or less of the initial principal amount of the notes.  The servicer will notify the indenture trustee, the owner trustee and the rating agencies at least ten days before the payment date the option is exercised.  The servicer will exercise the option by depositing the purchase price for the exchange note in the collection account on the payment date the option is exercised, and the trust will transfer the exchange note to the servicer.  The indenture trustee will notify the noteholders of the redemption and provide instructions for surrender of the notes for final payment of principal of and interest on the notes.  The servicer may exercise its clean up call only if the purchase price for the exchange note plus the collections in the collection account in the final month will be sufficient to pay in full the notes and all fees and expenses of the trust.  The purchase price paid by the servicer for the exchange note will be the outstanding note balance of the exchange note.  [Ford Credit expects the clean up call option will become available to the servicer when the [Class B and Class C] notes are still outstanding.]

Satisfaction and Discharge of Indenture

The indenture will not be discharged until:

·the indenture trustee has received all notes for cancellation or, with some limitations, funds sufficient to pay all notes in full,

·the trust has paid all other amounts payable by it under the transaction documents, and

·the trust has delivered an officer’s certificate and a legal opinion each stating that all conditions to the satisfaction and discharge of the indenture have been satisfied.

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Amendments to Indenture

The indenture trustee and the trust may amend the indenture without the consent of the noteholders for limited purposes, including to:

·further protect the indenture trustee’s interest in the exchange note and other trust assets under the lien of the indenture,

·add to the covenants of the trust for the benefit of the noteholders,

·transfer or pledge any trust assets to the indenture trustee,

·correct any ambiguity or mistake or add a term that is not inconsistent with the other terms of the indenture, if it will not have a material adverse effect on the notes, and

·modify, eliminate or add a term required by or necessary to qualify the indenture under the Trust Indenture Act.

The indenture trustee and the trust may amend the indenture to add, change or eliminate a term or modify the noteholders’ rights under the indenture:

·without the consent of the noteholders if (a) the administrator certifies that the amendment will not have a material adverse effect on the notes and (b) the “rating agency condition” is satisfied, which generally means, for any proposed action, that each rating agency either (i) confirms that the proposed action will not result in a reduction or withdrawal of its then-current ratings of the notes or (ii) within ten business days of receiving notice of the proposed action, does not notify the depositor, the servicer, the owner trustee or the indenture trustee that the proposed action will result in a reduction or withdrawal of its then-current ratings of the notes, or

·with the consent of a majority of the controlling class.

In each case, the indenture trustee must receive a legal opinion that, for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or adversely affect the treatment of the notes as debt for federal income tax purposes.

The prior consent of all adversely affected noteholders will be required for any amendment that would:

·change the terms for amending the indenture or voting or consent under the indenture,

·change the principal amount of or interest rate on any note, the final scheduled payment date of any class of notes, the price at which notes may be redeemed following exercise of the clean up call option by the servicer or the percentage of the initial pool balance at which that option may be exercised or the priority of payments or how principal or interest payments are calculated or made on the notes,

·impair the right of noteholders to start legal proceedings to enforce the indenture,

·change the definition of controlling class, or

·permit the creation of a lien ranking prior or equal to, or impair, the lien of the indenture trustee in the trust assets.

Noteholder Communication

A noteholder may communicate with the indenture trustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the transaction documents through the procedures of DTC or by notice to the indenture trustee.

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Three or more noteholders may request a list of all noteholders of the trust maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes.  Any request must be accompanied by a copy of the communication that the requesting noteholders propose to send.

A noteholder may also send a request to the trust or to the servicer, on behalf of the trust, stating that the noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents.  The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder.  The trust will promptly deliver any such request to the servicer.  On receipt of a communication request, the servicer will include in the Form 10-D filed in the next month the following information:

·a statement that the trust received a communication request,

·the date the request was received,

·the name of the requesting noteholder,

·a statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents, and

·a description of the method by which the other noteholders may contact the requesting noteholder.

Any expenses of the trust or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the Form 10-D, will be paid by the servicer.

In order to make a request or demand or to provide notice to the trust, the owner trustee, the indenture trustee, the depositor, the sponsor or the servicer under the transaction documents, a noteholder must either be a noteholder of record or must provide a written certification stating that it is a beneficial owner of a note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circumstances described below.  All notes will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC.  Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC.  Investors may hold their notes through DTC, Clearstream Banking Luxembourg S.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their depositories, which in turn will hold positions in accounts as DTC participants.  The notes will be traded as home market instruments in both the U.S. domestic and European markets.  Initial settlement and secondary trades will settle in same-day funds.

Noteholders who hold their notes through DTC will follow the settlement practices for U.S. corporate debt obligations.  Investors who hold global notes through Clearstream or Euroclear accounts will follow the settlement procedures for conventional eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC on instructions from its participants and payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes according to DTC’s rules and procedures.

Prospective noteholders should review the rules and procedures of DTC, Clearstream and Euroclear for clearing, settlement, payments and tax withholding applicable to their purchase of the notes.  In

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particular, investors should note that DTC’s rules and procedures limit the ability of the issuer and the indenture trustee to make post-payable adjustments for principal and interest payments after a period of time, which may be as short as 90 days.

Notes will be issued in physical form to noteholders only if:

·the administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the notes and the administrator or the depositor cannot appoint a qualified successor,

·the administrator terminates the book-entry system through DTC, or

·after the occurrence of an event of default or a servicer termination event, a majority of the controlling class notify the indenture trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC).

Payments of interest and principal on definitive notes will be made by the indenture trustee on each payment date to registered holders of definitive notes as of the end of the prior month.  The payments will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee.  The final payment on a definitive note will be made only on presentation and surrender of the definitive note at the address stated in the notice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or a note registrar.  No service charge will be imposed for registration of transfer or exchange, but the indenture trustee may require payment of an amount sufficient to cover any tax or other governmental charge related to a transfer or exchange.

Computing Outstanding Principal Amount

The monthly investor report for the notes will include a note factor for each class of notes that can be used to compute the portion of the outstanding principal amount of that class of notes each month.  The factor for each class of notes will be a seven-digit decimal indicating the remaining outstanding principal amount of that class of notes as of the applicable payment date as a percentage of its original principal amount, after giving effect to payments to be made on the payment date.

The factors for each class of notes will initially be 1.0000000 and will decline as the outstanding principal amount of the class declines.  For each note, the portion of the outstanding principal amount of that class of notes can be determined by multiplying the original denomination of that note by the note factor for that class of notes.

Notes Owned by Transaction Parties

Notes owned by the depositor, the servicer or any of their affiliates will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document.

CREDIT ENHANCEMENT

This securitization transaction is structured to provide credit enhancement that increases the likelihood that the trust will make timely payments of interest on and principal of the notes and decreases the likelihood that losses on the leases and leased vehicles in the reference pool will impair the trust’s ability to do so.  The amount of credit enhancement will be limited and it is not certain it will be sufficient in all circumstances.  The noteholders will have no recourse to the sponsor, the depositor, the servicer, the indenture trustee or the owner trustee as a source of payment.

Reserve Account

The servicer will establish the reserve account with the indenture trustee for the benefit of the noteholders.  On the closing date, the depositor will make a deposit in the reserve account from the net

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proceeds from the sale of the notes equal to $________, which is __% of the initial total securitization value.

If, on a payment date, exchange note available funds (excluding reserve account amounts) are insufficient to pay the senior fees and expenses of the trust, interest and any priority principal payments on the notes, the servicer will direct the indenture trustee to use amounts in the reserve account to cover the shortfall.  Similarly, if any class of notes would not be paid in full on its final scheduled payment date from exchange note available funds (excluding reserve account amounts), the servicer will direct the indenture trustee to use amounts in the reserve account to pay those notes in full.  Ford Credit does not expect that amounts in the reserve account will be required for this purpose.

If amounts in the reserve account are used on a payment date other than the final scheduled payment date for the Class C Notes, amounts will be deposited in the reserve account from (1) collections on the reference pool after making all more senior payments due on the exchange note on that payment date and (2) amounts paid to the trust on the exchange note after making more senior ranking payments on that payment date, in each case, until the reserve account is replenished to its initial level.

On payment of the notes in full, the servicer will distribute any amounts remaining in the reserve account to the titling companies.  Investment earnings on amounts in the reserve account will be paid to the servicer on each payment date, as described in “Servicing — Transaction Bank Accounts” and will not be available to make payments on the exchange note.

For information about how amounts in the reserve account may be invested, you should read “Servicing — Transaction Bank Accounts.”

Subordination

This securitization transaction is structured so that the trust will pay interest on the Class A notes and then will pay interest sequentially on the remaining classes of notes in order of seniority.

The trust will pay principal sequentially, starting with the Class A-1 notes, and will not pay principal of a class of notes until the principal amounts of more senior classes of notes are paid in full.  In addition, if a priority principal payment is required on a payment date, the trust will pay principal of the most senior class of notes outstanding before the payment of interest on any subordinated notes on that payment date.

If the notes are accelerated after an event of default, the priority of payments will change and the trust will pay interest and principal sequentially by class, starting with the Class A notes (paying interest on the Class A notes, pro rata, and principal of the Class A notes sequentially, starting with the Class A-1 notes), and will not pay interest on or principal of the Class B and Class C notes until more senior classes of notes are paid in full.  These subordination features provide credit enhancement to more senior classes of notes, with the Class A notes benefiting the most.

Overcollateralization

Overcollateralization is the amount by which the total securitization value exceeds the principal amount of the notes.  On the closing date, overcollateralization will be $________ or __% of the initial total securitization value.  The overcollateralization for the notes has two parts.  First, there is the overcollateralization representing the excess of the total securitization value over the note balance of the exchange note.  On the closing date, this amount will be $______, or __% of the initial total securitization value.  Second, there is the overcollateralization representing the excess of the note balance of the exchange note over the principal amount of the notes.  On the closing date, this amounts will be $________, or __% of the initial total securitization value.

This securitization transaction is structured to use all available funds remaining after payments of the senior fees and expenses of the trust, interest due on the notes, any priority principal payments and any required deposits in the reserve account, including the portion of the remaining available funds that is excess spread, to pay principal of the notes until the targeted overcollateralization amount is reached.

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The “targeted overcollateralization amount” is an amount equal to $________, which is __% of the initial total securitization value of the reference pool.

To increase the amount of overcollateralization on a payment date and reach the targeted overcollateralization amount, the trust must pay principal of the notes in an amount greater than the decline in the pool balance for the prior month.  The use of excess spread to make regular principal payments and priority principal payments is expected to increase overcollateralization as a percentage of each class’s principal amount.  The class of notes receiving principal payments will experience the greatest increase in overcollateralization.  When the actual amount of overcollateralization is less than the targeted overcollateralization amount, principal will be paid to the noteholders from Available Funds until the targeted overcollateralization amount is reached.

Excess Spread

Excess spread on the exchange note for a payment date will be the amount by which the collections on the reference pool during the prior month exceed the sum of the reduction in the total securitization value for that month plus the servicing fee[, reimbursements of any outstanding servicer advances] and interest due on the exchange note for that payment date and any required deposit in the reserve account.  Excess spread on the notes for any payment date will be the amount by which interest paid to the trust as holder of the exchange note exceeds the sum of the indenture trustee, owner trustee and asset representations reviewer fees and expenses, the administration fee and the interest payments due on the notes for that payment date.  Any excess spread on the exchange note will be available to pay principal of the exchange note or to cover any shortfall in payments on the notes.  Any excess spread for the notes will be available to pay principal of the notes.  In general, excess spread provides a source of funds to absorb any losses on the reference pool and to reduce the likelihood of losses on the notes.

MATURITY AND PREPAYMENT CONSIDERATIONS

General

The final scheduled payment date for each class of notes is listed on the cover of this prospectus.  Ford Credit determined these dates:

·for the Class A-1 notes, by selecting the latest payment date falling within the 397-day period following the date of pricing of those notes, and

·for the Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C notes, by selecting the first payment date that is ____ months after the latest originally scheduled lease end date calculated assuming the leases pay as scheduled with no delays, defaults or prepayments.

Ford Credit expects that the final payment of each class of notes will occur before its final scheduled payment date.  The final payment of any class of notes could occur significantly earlier (or could occur later) than that class’s final scheduled payment date because the rate of principal payments on each class of notes depends primarily on the rate of payment (including prepayment) by the lessees on the leases in the reference pool and the rate at which returned or repossessed leased vehicles in the reference pool are sold.

The weighted average life of each note is uncertain because it generally will be determined by the rate at which principal payments on the exchange note are made, which will be determined based on the rate at which the leases in the reference pool are paid and the rate at which returned or repossessed leased vehicles in the reference pool are sold.  “Prepayments” on the leases will occur in the following circumstances:

·Prepayments — proceeds may be received on the sale of leased vehicles because lessees may return or purchase their leased vehicles at any time after paying the money due under their leases,

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·Defaults — proceeds may be received on the sale of a leased vehicle following a default by the lessee, including rebates on cancelled service contracts, insurance and similar products financed over the term of the lease,

·Early termination programs — proceeds may be received on the sale of leased vehicles returned by lessees participating in early termination programs sponsored by Ford,

·Insurance proceeds — proceeds may be received from claims on any insurance policies covering the lessees, the leases or the leased vehicles,

·Reallocation of leases and leased vehicles by Ford Credit and the depositor — Ford Credit and the depositor may be required to reallocate ineligible and other leases and leased vehicles from the reference pool as described in “Reference Pool — Obligation to Reallocate Ineligible Leases and Leased Vehicles,”

·Reallocation of leases and leased vehicle by the servicer — the servicer may be required to reallocate leases and leased vehicles from the reference pool if the servicer fails to maintain the security interest of the collateral agent in the leased vehicles or impairs the rights of the collateral agent in the lease and leased vehicle or if the servicer makes modifications to the leases as described in “Servicing — Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles,” and

·Exchange note acceleration — proceeds may be received on the liquidation of the reference pool following a facility default or an exchange note default under the credit and security agreement or the exchange note supplement.

·Clean up call option — the servicer will have the option to purchase the exchange note from the trust on any payment date after the principal amount of the notes at the end of any month is [10]% or less of the initial principal amount of the notes.

In Ford Credit’s experience, prepayments on its leases occur primarily when lessees decide to purchase or lease new vehicles, lessees participate in Ford-sponsored early termination programs, defaulted contracts are liquidated or insurance proceeds are received after a leased vehicle is determined to be a total loss.  Unlike some other asset classes, such as residential mortgage loans, leases for cars, trucks and utility vehicles do not experience significant voluntary prepayments as interest rates decline.

Any reinvestment risk resulting from a faster or slower rate of prepayment of leases will be borne entirely by the noteholders.  For more information about reinvestment risk, you should read “Risk Factors — The timing of principal payments on your notes is uncertain.”

Weighted Average Life

Prepayments on the leases can be measured against a prepayment standard or model.  This securitization transaction uses the Absolute Prepayment Model commonly referred to as “ABS,” which uses an assumed rate of prepayment each month based on the original number of leases in a pool.  For example, in a pool of leases originally containing 10,000 leases, a 1% ABS rate means that 100 leases prepay in full each month.  ABS assumes that the leases that prepay in any period have the same characteristics as the leases remaining in the pool.  ABS is not a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets.

The ABS tables below were prepared based on the reference pool having the characteristics in the “Payment Schedule of Leases” table in Annex A, which shows the decline in securitization value and the payments received each month on the leases in the reference pool assuming (1) each base monthly payment is made as scheduled with no prepayments, delays or defaults and (2) each leased vehicle is returned and sold for an amount equal to its base residual value in the month after the month in which the final base monthly payment is due.

Ford Credit developed the prepayment curve and the “100% prepayment assumptions” described below for the leases in the reference pool based on the historical performance of Ford Credit’s lease portfolio:

·[prepayments will occur during the life of the leases (1) at __ % ABS for month __, (2) increase by __% ABS each month starting with month __ until reaching __% in month __, and remain at that

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level through month __, (3) increase by __% ABS each month starting in month __ until reaching __% ABS in month __, and remain at that level through month __, and (4) decrease by __% ABS to __% ABS in month __, and remain at that level until the leases are paid in full,]

·as of the cutoff date, __ months have passed since the origination of the leases,

·if a lease prepays in full, an amount equal to the remaining securitization value of the lease is received,

·unless a lease prepays in full, each base monthly payment is made as scheduled, with no delays, defaults or prepayments,

·unless a lease prepays in full, the related leased vehicle is returned and sold for an amount equal to its base residual value in the month after the month in which the final base monthly payment is due,

·no lease and leased vehicle is reallocated from the reference pool,

·interest accrues on the notes at the following rates:

Class	Interest Rate
Class A-1	__%
Class A-2[a]	__%
[Class A-2b	__%]
Class A-3	__%
Class A-4	__%
Class B	__%
Class C	__%

·[the principal amount of the Class A-2 notes is allocated to Class A-2a notes in the amount of $___________ and to Class A-2b notes in the amount of $__________.]

The actual characteristics and performance of the reference pool will differ from the assumptions used in the prepayment tables.  The ABS tables only give a general sense of how each class of notes may amortize at different assumed prepayment rates with other assumptions held constant.  It is unlikely that the leases in the reference pool will prepay based on the 100% prepayment assumption.  The diverse terms of the leases could produce slower or faster prepayment rates for any payment date, which would result in principal payments occurring earlier or later than indicated in the ABS tables.  Any difference between those assumptions and the actual characteristics and performance of the leases, or actual prepayment experience, will affect the weighted average life and period during which principal is paid on each class of notes.

For a description of factors which may affect the rate of principal payments on the notes, you should read “Risk Factors — The timing of principal payments on your notes is uncertain.”

The ABS tables show the percent of the initial principal amount of notes that would be outstanding after each payment date based on various percentages of the 100% prepayment assumption.  For example, the 0% prepayment assumption means that none of the leases will prepay and the 75% prepayment assumption means that the leases will prepay at 75% of the 100% prepayment assumption.

Ford Credit intends to establish the interest rates for the notes based on their weighted average lives determined by applying the 100% prepayment assumption.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions

Class A-1

Class A-2[a] [and A-2b]

Payment Date

0%

50%

75%

100%

125%

150%

0%

50%

75%

100%

125%

150%

Closing Date

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the leases that will differ from the actual characteristics and performance of the leases.  You should be sure you understand these assumptions when reading the ABS Tables.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions

Class A-3

Class A-4

Payment Date

0%

50%

75%

100%

125%

150%

0%

50%

75%

100%

125%

150%

Closing Date

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

Weighted Average Life to Maturity (years)(1)

(1)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the leases that will differ from the actual characteristics and performance of the leases.  You should be sure you understand these assumptions when reading the ABS Tables.

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions

Class B

Class C

Payment Date

0%

50%

75%

100%

125%

150%

0%

50%

75%

100%

125%

150%

Closing Date

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

[Payment Date]

Weighted Average Life to Maturity (years)(1)

Weighted Average Life to Call (years)(1)

(1)The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the leases that will differ from the actual characteristics and performance of the leases.  You should be sure you understand these assumptions when reading the ABS Tables.

[CREDIT RISK RETENTION]

[To be added for offering after December 24, 2016:]

[The risk retention regulations in Regulation RR of the Securities Act require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the leases and leased vehicles.  The depositor is a wholly-owned affiliate of Ford Credit and will retain the required economic interest in the credit risk of the leases and leased vehicles to satisfy the sponsor’s requirements under Regulation RR.]

[Combination Vertical and Horizontal Interest Option:] [The depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” and an “eligible horizontal residual interest” under Regulation RR.  The depositor expects that the percentage of the “eligible vertical interest” and the percentage of the fair value of the “eligible horizontal residual interest” will equal at least five.]  [Include following disclosure for both Eligible Vertical Interest Option and Eligible Horizontal Residual Interest Option.]

[Eligible Vertical Interest Option:]  [The depositor’s retention of __% of each class of notes and the residual interest satisfies the requirements for an “eligible vertical interest” under Regulation RR.  The depositor, or another majority-owned affiliate of Ford Credit, is required to retain this interest until the later of

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two years from the closing date, the date the total securitization value of the reference pool is one-third or less of the initial total securitization value, or the date the principal amount of the notes is one-third or less of the original principal amount.  None of Ford Credit, the depositor or any of their affiliates may hedge the retained interest during this period.  If the percentage of each class of notes and the residual interest retained by the depositor on the closing date is materially different than __%. Ford Credit will include the retained percentage in the first investor report.

By retaining the “eligible vertical interest,” the depositor will be a noteholder of __% of each class of notes and will be entitled to receive __% of all payment of interest and principal paid on each class of notes and, if any class of notes incurs losses, will bear __% of those losses.  Each class of notes retained by the depositor as part of the “eligible vertical interest” will have the same terms as all other notes in that class, except that the notes retained by the depositor will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document as described in “Description of the Notes — Notes Owned by Transaction Parties.” For a description of the notes and the credit enhancement available for notes, you should read “Description of the Notes” and “Credit Enhancement.”]

[Eligible Horizontal Residual Interest Option:]  The depositor’s retention of the residual interest satisfies the requirements for an “eligible horizontal residual interest” under Regulation RR.  The fair value of the residual interest is expected to represent at least [5][__]% of the sum of the fair value of the notes and the residual interest on the closing date.  The depositor, or another majority-owned affiliates of Ford Credit, is required to retain the residual interest until the later of two years from the closing date, the date the total securitization value of the reference pool is one-third or less of the initial total securitization value, or the date the principal amount of the notes is one-third or less of the original principal amount.  None of Ford Credit, the depositor or any of their affiliates may hedge the retained interest during this period.  The depositor intends to retain the residual interest for the life of this securitization transaction.

In general, the residual interest represents the rights to the overcollateralization, amounts in the reserve account and excess spread not needed to make payments on the notes or cover losses on the leases.  Because the residual interest is subordinated to each class of notes and is only entitled to amounts not need on a payment date to make payments on the notes or to make other required payments or deposits according to the priority of payments described in “Description of the Notes — Priority of Payments,” and “— Post-Acceleration Priority of Payments,” the residual interest absorbs all losses on the leases and leased vehicles by reduction of, first, the excess spread, second, the overcollateralization and, third, the amounts in the reserve account, before any losses are incurred by the notes.  For a description of the credit enhancement available for the notes, including the excess spread and overcollateralization, you should read “Credit Enhancement.”

The fair value of the notes and the residual interest is summarized below:

	Fair Value (in millions)		Fair Value (as a percentage)
Class A notes		$		%
Class B notes		$		%
Class C notes		$		%
Residual Interest		$		%
Total		$		%

The sponsor determined the fair value of the notes and the residual interest using a fair value measurement framework under generally accepted accounting principles.  In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 3 inputs.

·Level 1 — inputs include quoted prices for identical instruments and are the most observable,

·Level 2 — inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and

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·Level 3 — inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.

The fair value of the notes is categorized within Level 2 of the hierarchy, reflecting the use of inputs derived from prices for similar instruments.  The fair value of the residual interest is categorized within Level 3 of the hierarchy as inputs to the fair value calculation are generally not observable.

The fair value of the notes is assumed to be equal to the initial principal amount, or par.  This reflects the expectation that the final interest rates of the notes will be consistent with the interest rate assumptions below:

Class	Interest Rate
Class A-1	__%
Class A-2[a]	__%
[Class A-2b]	one-month LIBOR + __%]
Class A-3	__%
Class A-4	__%
Class B	__%
Class C	__%

These interest rates are estimated based on recent pricing of the notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk.

To calculate the fair value of the residual interest, Ford Credit used an internal valuation model.  This model projects future interest and principal payments of the reference pool, the interest and principal payments on each class of notes, transaction fees and expenses and the servicing fee.  The resulting cash flows to the residual interest are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows.  In completing these calculations, Ford Credit made the following assumptions:

·interest accrues on the notes at the rates described above.  [In determining the interest payments on the floating rate Class A-2b notes, one-month LIBOR is assumed to reset consistent with the applicable forward rate curve as of [_____, 20__]].

·principal and interest cash flows for the receivables are calculated as described in “Maturity and Prepayment Considerations — Weighted Average Life,”

·leases prepay at an ABS rate using a 100% prepayment assumption as described in “Maturity and Prepayment Considerations—Weighted Average Life,”

·retained and returned vehicles are assumed to be sold for an amount equal to the base residual value resulting in no residual value gains or losses,

·cumulative net losses on the reference pool, as a percentage of the initial total securitization value, occur each month at the following rates:

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Month	Cumulative Net Loss	Month	Cumulative Net Loss	Month	Cumulative Net Loss
1	%	17	%	33	%
2	%	18	%	34	%
3	%	19	%	35	%
4	%	20	%	36	%
5	%	21	%	37	%
6	%	22	%	38	%
7	%	23	%	39	%
8	%	24	%	40	%
9	%	25	%	41	%
10	%	26	%	42	%
11	%	27	%	43	%
12	%	28	%	44	%
13	%	29	%	45	%
14	%	30	%	46	%
15	%	31	%	47	%
16	%	32	%	48	%

·residual interest cash flows are discounted at [__]%.

Ford Credit developed these inputs and assumptions by considering the following factors:

·Cumulative net loss rate — estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve.  The lifetime cumulative net loss assumption was developed considering the composition of the reference pool, the performance of prior securitized pools included in Annex B, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the hired NRSROs.  The shape of the cumulative net loss curve is based on a historical average of its prior securitized pools included in Annex B.  Default and recovery rate estimates are included in the cumulative net loss assumption, and

·Discount rate applicable to the residual cash flows — estimated to reflect the credit exposure to the residual cash flows.  Due to the lack of an actively traded market in residual interests, the discount rate was derived using qualitative factors that consider the equity-like component of the first-loss exposure.

Ford Credit believes that the inputs and assumptions described above include the inputs and assumptions that either could have a material impact on the fair value calculation or would be material to a prospective noteholder’s ability to evaluate the sponsor’s fair value calculation.  The fair value of the notes and the residual interest was calculated based on the assumptions described above, including the assumptions regarding the characteristics and performance of the reference pool that will differ from the actual characteristics and performance of the reference pool.  You should be sure you understand these assumptions when considering the fair value calculation.

Ford Credit will recalculate the fair value of the notes and the residual interest following the closing date to reflect the issuance of the notes and any changes in the methodology or inputs and assumptions described above.  The fair value of the residual interest as a percentage of the sum of the fair value of the notes and the residual interest and as a dollar amount will be included in the first investor report, together with a description of any changes in the methodology or inputs and assumptions used to calculate the fair value.]

SERVICING

The servicer will service the reference pool and this securitization transaction under a servicing supplement to a servicing agreement among Ford Credit, as servicer, the titling companies and the collateral agent.  The following description summarizes the main terms of the servicing agreement and the servicing supplement but is not a complete description of the entire agreements.  For more details about the servicing agreement and the servicing supplement, you should read the servicing agreement and the form of servicing

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supplement that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

Servicing Obligations

Under the servicing agreement and the servicing supplement to the servicing agreement for the reference pool, or the “servicing supplement,” the servicer’s main obligations will be to:

·collect and apply payments made on the leases in the reference pool and any other amounts received related to the leases in the reference pool,

·process returns of leased vehicles in the reference pool and then sell returned leased vehicles,

·investigate delinquencies,

·send invoices and respond to inquiries of lessees,

·pay taxes related to payments on leases or to the leased vehicles in the reference pool,

·process requests for extensions and modifications,

·administer payoffs, defaults and delinquencies,

·repossess and then sell leased vehicles,

·maintain accurate and complete accounts and computer systems for the servicing of the leases in the reference pool,

·prepare and provide monthly investor reports and instructions to the indenture trustee, and

·provide the custodian with updated records for the lease files.

[The servicer is not required or permitted to make advances for shortfalls in scheduled payments on leases, collections or other cash flows on the leases.]

The servicer may delegate or perform its servicing obligations to or through others.  No delegation or subcontracting will relieve the servicer of its servicing obligations.  The servicer will be responsible for paying the fees of any delegates or subcontractors.

Servicing Fees

The servicer will earn a servicing fee each month for servicing of the reference pool equal to 1/12 of 1% of the total securitization value on the first day of the month.  In addition, the servicer will retain any late fees and other administrative fees received from lessees and receive investment earnings on funds in the transaction bank accounts.  The servicer will receive a separate servicing fee from recoveries collected on charged off leases.  The servicer may be reimbursed for (i) fees, fines or other amounts paid by the servicer on behalf of a lessee, (ii) amounts spent by the servicer and charged to the account of the lessee, (iii) amounts paid to third parties for repossession and disposition of leased vehicles, (iv) amounts required to be refunded to a lessee and (v) external costs of collection activities on charged off leases.  The servicer may net these fees and expenses from collections deposited in the collection account.

Servicer Modifications and Obligation to Reallocate Leases and Leased Vehicles

The servicer will follow its policies and procedures in servicing the leases and processing returned leased vehicles in the reference pool.  As part of its normal collection efforts, the servicer may waive or modify the terms of a lease, including granting payment extensions and rebates and rewriting, rescheduling

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or amending the lease or waiving late fees, extension fees or other administrative fees.  The servicer will reallocate any lease and related leased vehicle from the reference pool if it (a) changes the amount of the base monthly payment owed by the lessee or (b) grants a payment or term extension that extends the scheduled lease end date of the lease to later than the final scheduled payment date of the most junior class of notes issued by the trust.  However, the servicer will not be obligated to reallocate a modified lease and related leased vehicle from the reference pool if the action was required by law or court order, including by a bankruptcy court, although it may choose to do so.  Ford Credit’s servicing systems identify these types of modifications and will automatically reallocate the modified lease and the related leased vehicle from the reference pool on the payment date following the month in which the modification is made.  On payment of the reallocation amount, the reallocation will be effective at the end of the month before the month in which the modification is made.  The servicer must deposit in the collection account for each reallocation an amount generally equal to (1) the securitization value of the lease, plus (2) [the amount of any outstanding servicer advances, minus (3)] any monthly payments received but not yet due.  As a result, a reallocation of a lease and leased vehicle by the servicer due to a modification is effectively the same as a prepayment of the lease in full, and will result in payment of principal of the notes earlier than would have been the case if the lease and leased vehicle was not reallocated.  For modifications or waivers that do not result in a reallocation of the lease and leased vehicle, Ford Credit does not expect that these changes or waivers will affect materially the cash flows on the reference pool.

For more information about the servicer’s policies and procedures for servicing the leases and leased vehicles, you should read “Sponsor and Servicer — Servicing and Collections.”

The servicer must maintain perfection of the collateral agent’s security interest in each lease and leased vehicle in the reference pool until the lease is paid in full and, if the leased vehicle is returned at the end of the lease, until immediately before the time the leased vehicle is sold.  For a charged-off lease, the servicer may release the security interest in a sale of charged off leases and as permitted by the servicer’s policies and procedures.  If the servicer fails to maintain perfection of the collateral agent’s security interests in a lease and leased vehicle or impairs the rights of the collateral agent in the lease and leased vehicle (other than according to its policies and procedures), the servicer must reallocate the lease and leased vehicle from the reference pool on the following payment date, unless is corrects the failure or impairment before that date.  The servicer must deposit in the collection account for each reallocation an amount generally equal to (1) the securitization value of the lease, plus (2) [the amount of any outstanding servicer advances, minus (3)] any monthly payments received but not yet due.  On payment of the reallocation amount, the reallocation will be effective as of the last day of the second month before the payment date.

For more information about the servicer’s policies and procedures for releasing the security interest in the leases and leased vehicles, you should read “Sponsor and Servicer — Servicing and Collections —Repossession and Charge Off.”

Transaction Bank Accounts

The servicer will establish a collection account and will deposit collections on the reference pool and amounts relating to the reallocation of leases and leased vehicles from the reference pool by the servicer in the collection account.  The servicer will also establish the reserve account.  The transaction bank accounts will be pledged to the indenture trustee to secure the notes.

Funds in the transaction bank accounts will be invested in highly rated short-term investments that mature or are made available on or before the next payment date.  Investment earnings on funds in the transaction bank accounts will be paid to the servicer each month.  The servicer will direct the investments unless the indenture trustee instructs the bank holding the account otherwise after an event of default.  The trust may invest the funds in the transaction bank accounts in obligations issued by the underwriters or their affiliates.

The servicer will have no access to the funds in the transaction bank accounts.  Only the indenture trustee may withdraw funds from these accounts to make payments, including payments to the trust, as holder of the exchange note, payments to the noteholders or to pay investment earnings to the servicer.  The

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indenture trustee will make payments from the collection account to the noteholders and others based on information provided by the servicer.

[Servicer Advances]

[If there is a shortfall in the base monthly payment on a lease in the reference pool, after applying any payments made in advance by the related lessee, the servicer will have the option to advance an amount equal to the shortfall by depositing that amount in the collection account.  The servicer may only make to make an advance to cover base monthly payment shortfalls if the servicer determines that the advance will be recoverable from collections on the lease.  Any advance must be made no later than the payment date immediately following the month for which the base monthly payment was due.  The servicer will be reimbursed for outstanding servicer advances on a lease from collections and recoveries on that lease or from collections on other leases.  The servicer is not obligated to make servicer advances and, even if it makes servicer advances on any leases, it may stop making servicer advances at any time.]

Deposit of Collections

Ford Credit will deposit collections in the collection account within two business days of applying them to the lessees’ accounts.  However, if Ford Credit’s short-term unsecured debt is rated equal to or higher than [“R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s or “A-1” by S&P], and if no servicer termination event has occurred, Ford Credit may deposit all collections for the prior month in the collection account on the business day before each payment date.  Until deposited in the collection account, collections may be used by the servicer for its own benefit and will not be segregated from its own funds.

For administrative convenience, the servicer may deposit collections in the collection account each month net of the servicing fee [and reimbursements of any outstanding servicer advances] payable to the servicer for the month, but must account for transactions individually.  If amounts are deposited in error, they will be returned to the servicer or netted from later deposits.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the titling companies and will maintain a lease file for each lease in the reference pool.  A lease file will include originals or copies of the lease, credit application, certificate of title and other documents relating to the lease, the leased vehicle and the lessee.  Each lease file will be maintained separately, but will not be segregated from other similar lease files or stamped or marked to reflect the pledge to the collateral agent so long as Ford Credit is servicing the leases.  The lease files are held by Ford Credit, directly or through third-party vendors, as described in “Sponsor and Servicer — Origination, Underwriting and Purchasing — Title” and “— Types of Contracts.”

Limitations on Liability

The servicer will not be liable to the trust or the noteholders for any action or omission or for any error in judgment, unless it is willful misconduct, bad faith or negligence in the performance of its obligations.  The servicer will not be obligated to start, pursue or defend any legal proceeding that is not incidental to its servicing obligations and that may cause it to incur expense or liability.  The servicer will indemnify the trust, the owner trustee and the indenture trustee for damages resulting from the servicer’s willful misconduct, bad faith or negligence in the performance of its servicing obligations.

Amendments to Servicing Agreement and Servicing Supplement

The titling companies, the collateral agent and the servicer may amend the servicing agreement and the servicing supplement, without the consent of the noteholders, to clarify an ambiguity, correct an error or correct or supplement any term of the agreement or supplement that may be defective or inconsistent with the others terms of the agreement or supplement.

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The titling companies, the collateral agent and the servicer may amend the servicing agreement and the servicing supplement to add, change or eliminate terms of the agreement or supplement if:

·the titling companies or the servicer certify that the amendment will not have a material adverse effect on the exchange noteholders or, if such a certification cannot be made, the consent of each exchange noteholder (for amendments to the servicing agreement) or the related exchange noteholder (for amendments to the servicing supplement) is received, and

·the titling companies or the servicer deliver a legal opinion that, for federal income tax purposes, the amendment will not cause any exchange note to be deemed sold or exchanged, cause a titling company to be treated as an association or publicly traded partnership taxable as a corporation or if such an opinion cannot be delivered, the consent of each exchange noteholder is received

·The prior consent of all affected noteholders will be required for any amendment that would:

·change the amount, timing or priority of distributions required to be made to the noteholders,

·change the terms on which the servicer may exercise the clean up call option,

·reduce the percentage of noteholders that are required to consent to an amendment, or

·change the amount required to be in the reserve account.]

Resignation and Termination of Servicer

Ford Credit may not resign as servicer unless it is legally unable to perform its servicing obligations.  No resignation will become effective until a successor servicer has been engaged or the date the servicer becomes legally unable to act.

Each of the following events will be a “servicer termination event” under the servicing agreement:

·the servicer fails to deposit any collections, payments or other amounts and that failure continues for five business days after it receives notice of the failure from the administrative agent or a responsible person of the servicer learns of the failure, unless:

—the failure was caused by an event outside the servicer’s control and does not continue for more than ten business days, and the servicer uses all commercially reasonable efforts to perform its obligations and promptly notifies the lender, the administrative agent, the trust, the owner trustee, the indenture trustee and the depositor of the failure and the steps being taken by the servicer to correct it, or

—the failure relates to an amount no greater than 0.05% of the outstanding amount of the exchange note and does not continue for more than (a) if the servicer’s long-term debt is rated investment grade by all rating agencies rating the notes, 90 days after the servicer receives notice of the failure or a responsible person of the servicer learns of the failure or (b) if the servicer’s long-term debt is not so rated, 90 days after the collections, payments or other amounts were required to be deposited.

·the servicer fails to perform its obligations under the transaction documents and that failure has a material adverse effect on the administrative agent or the related exchange noteholder and continues for 90 days after it receives notice of the failure from the administrative agent or the owner trustee, and

·bankruptcy of the servicer.

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If the servicer resigns or is terminated, the indenture trustee will If a servicer termination event has occurred as a result of a bankruptcy of the servicer, a majority of the exchange notes (voting as a single class) may terminate the servicer for the reference pools and the revolving credit facility.  Exchange notes owned by the servicer or any of its affiliates that do not serve as security for a securitization will not be included for purposes of this vote.  If a majority of the exchange notes decide not to terminate the servicer as servicer for the reference pools and the revolving credit facility, the indenture trustee, acting at the direction of a majority of the controlling class, may terminate the servicer for the reference pool for this securitization transaction.

If a servicer termination event has occurred for any other reason and has not been corrected, the indenture trustee may, or at the direction of a majority of the controlling class must, terminate the servicer for the related reference pool.  If a successor servicer is not appointed by the date indicated in the notice of termination, the administrative agent will appoint, or petition a court to appoint, a successor servicer having a net worth of at least $50 million and whose regular business includes the servicing of motor vehicle leases and the related leased vehicles.

If a bankruptcy trustee or similar official is appointed for the servicer and no other servicer termination event has occurred, the bankruptcy trustee or official may have the power to prevent the administrative agent, the indenture trustee or the noteholders from terminating the servicer.

The servicer will agree to cooperate to effect an orderly servicing transfer and make available its records on payments on the leases and the lease files.  The servicer will not be required to make available or license its proprietary servicing procedures, processes, models, software or other applications.  The predecessor servicer will reimburse the successor servicer for reasonable expenses for the transition of servicing obligations.

MONTHLY REPORTS

On or about the 10th day of each month, the servicer will prepare and deliver an investor report to the owner trustee, the indenture trustee, the depositor and, if requested, the rating agencies.  Each investor report will contain information about payments to be made on the notes on the payment date, the performance of the reference pool during the prior month and the status of credit enhancements.  An officer of the servicer will certify the accuracy of the information in each investor report.  The servicer will post each investor report on its website located at www.fordcredit.com/institutionalinvestments/index.jhtml on the payment date.  The investor report will contain the following information for each payment date:

·collections on the leases and leased vehicles in the reference pool for the prior month,

·the fees and expenses payable to the indenture trustee, the owner trustee, the asset representations reviewer and the trust,

·the fees payable to the servicer and administrator,

·the payments on the exchange note,

·the amount of interest and principal payable and paid on each class of notes, in each case expressed as an aggregate amount and per $1,000 of principal amount,

·the regular principal payment and any priority principal payments,

·the principal amount of each class of notes at the beginning of the period and the end of the period and the note factors needed to compute the principal amount of each class of notes, in each case giving effect to all payments to be made on the payment date,

·[the balance of any servicer advances and the amount of any additional servicer advances or reimbursements of any outstanding servicer advances,]

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·the balance of lessee payaheads and the amount of any payahead draws or additional payaheads,

·the balance of the reserve account and the amount of any withdrawals from or deposits to the reserve account to be made on the payment date,

·information on the performance of the reference pool for the prior month, including the total securitization value, collections and the aggregate amount paid by Ford Credit or the depositor to reallocate leases and leased vehicles from the reference pool, any reallocation demand activity, the number of leases and leased vehicles remaining in the reference pool and the pool factor,

·delinquency, repossession, credit loss and residual performance information on the leases and leased vehicles in the reference pool for the prior month,

·lease termination information for the reference pool, including number of leased vehicles purchased or returned by lessees, number of leases charged off and return rate,

·the targeted overcollateralization amount,

·the amount of available funds released to the holder of the residual interest, and

·any material change in the depositor’s retained interest in this securitization transaction.

[To be added for offerings after December 24, 2016:]

[The first investor report will also include [the percentage of each class of notes retained by the depositor on the closing date, if that percentage is materially different than __%] [the fair value of the residual interest as a percentage of the sum of the fair value of the notes and the residual interest and as a dollar amount as of the closing date, together with a description of any changes in the methodology or inputs and assumptions used to calculate the fair value, as described in “Credit Risk Retention.”]

The servicer will use the investor report to direct the indenture trustee on payments to be made to the noteholders on each payment date.  The indenture trustee will not be obligated to verify calculations made by the servicer.  On each payment date, the indenture trustee, as paying agent, will forward the investor report to each noteholder of record or make the investor report available to noteholders through the indenture trustee’s internet website, which is located at https://_________________.

The servicer, on behalf of the trust, will file a Form 10-D for the trust with the SEC within 15 days after each payment date which will include the investor report for that payment date and the following information, if applicable:

·a description of the events that triggered a review of the review leases by the asset representations reviewer during the prior month,

·if the asset representations reviewer delivered its review report during the prior month, a summary of the report,

·if the asset representations reviewer resigned or was removed, replaced or substituted, or if a new asset representations reviewer was appointed during the prior month, the identity and experience of the new asset representations reviewer, the date of the change occurred, the circumstances surrounding the change, and

·a statement that the trust received a request from a noteholder during the prior month to communicate with other noteholders, together with the date the request was received, the name of the requesting noteholder, a statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents and a description of the method which the other noteholders may contact the requesting noteholder.

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[To be included for offerings after November 22, 2016:]

[The servicer will also prepare asset level data about the leases and leased vehicles for this securitization transaction for the prior month and file it with the SEC on Form ABS-EE at the time of filing the Form 10-D.  The Form ABS-EE, and any information attached as exhibits to the form, will be incorporated by reference into the Form 10-D.  The asset data file will contain detailed information for each lease about its identification, origination, lease terms, leased vehicle, lessee, lease and payment activity servicing and status.]

ANNUAL COMPLIANCE REPORTS

The servicer will prepare or obtain a number of annual reports, statements or certificates for the trust.  No later than 90 days after the end of the calendar year, the servicer will provide to the depositor, the owner trustee, the indenture trustee and the rating agencies the following:

·Compliance Certificate:  a certificate stating that the servicer fulfilled its obligations under the servicing agreement and the servicing supplement in all material respects throughout the prior year or, if there was a failure to fulfill any obligation in any material respect, stating the nature and status of each failure,

·Assessment of Compliance:  copies of any report by the servicer and any other “servicer” (as defined in Regulation AB under the Securities Act of 1933) on its assessment of compliance with the minimum servicing criteria regarding general servicing, cash collection and administration, investor payments and reporting and pool asset administration during the prior year covering securitization transactions sponsored by Ford Credit involving leases and leased vehicles that were subject to Regulation AB, including disclosure of any material instance of noncompliance identified by that servicer, and

·Attestation Report:  copies of any report by a registered public accounting firm that attests to, and reports on, the assessment made by the servicer and any other “servicer” (as defined in Regulation AB under the Securities Act of 1933) of compliance with the minimum servicing criteria during the prior year covering securitization transactions sponsored by Ford Credit involving leases and leased vehicles that were subject to Regulation AB, which must be made according to standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

The servicer will file the compliance certificate, the assessment report and the attestation report with the SEC as exhibits to the trust’s annual report on Form 10-K within 90 days after the end of the calendar year.  A copy of these items may be obtained by any noteholder by request to the indenture trustee.

TRANSACTION PARTIES

The following descriptions of the transaction parties summarize parts of the transaction documents to which they are parties, including the trust agreement, the indenture, the administration agreement and the asset representations review agreement, but are not complete descriptions of these agreements.  For more details about the transaction documents, you should read the forms of the transaction documents that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

Depositor

The depositor for this securitization transaction is Ford Credit Auto Lease Two LLC, a Delaware limited liability company created in October 2006.  The depositor meets the registrant requirements of paragraph I.A.1 of the General Instructions to Form SF-3.

Ford Credit is the sole member of the depositor.  The depositor was created for the limited purpose of purchasing exchange notes from Ford Credit and selling exchange notes to trusts for securitization transactions.

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In connection with the offering of the notes, the chief executive officer of the depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the leases and leased vehicles and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the notes when due.  This certification will be filed by the depositor with the SEC at the time of filing of this prospectus.  The certification should not be considered to reduce or eliminate the risks of investing in the notes.

The depositor will make representations about the leases and leased vehicles in the reference pool.  In addition, the depositor will represent that it owns the exchange note free of liens or claims.  If any of the depositor’s representations proves to have been untrue when made and the breach has a material adverse effect on a lease or leased vehicle in the reference pool, the depositor must reallocate the lease and leased vehicle unless it corrects the breach in all material respects before the date it is required to reallocate the lease and leased vehicle.  In addition, the depositor must enforce Ford Credit’s reallocation obligation described in “Reference Pool — Obligation to Reallocate Ineligible Leases and Leased Vehicles.”

The depositor will be responsible for filing required income tax or franchise tax returns for the trust and for filing and maintaining the effectiveness of the financing statements that perfect the trust’s security interest in the exchange note and other trust assets.

The depositor will:

·pay the administrator’s annual fees,

·indemnify the owner trustee for liabilities and damages resulting from the owner trustee’s performance of its obligations under the trust agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the owner trustee or the breach of representations made by the owner trustee in the trust agreement,

·reimburse the expenses of the owner trustee or the indenture trustee if they resign or are removed, if those expenses are not paid by the trust, and

·indemnify the underwriters for certain liabilities as described in “Underwriting.”

The depositor may retain all or a portion of any class of notes issued by the trust.  Any retained notes may be sold by the depositor in private placements or other non-registered offerings and will not be offered by this prospectus.

Issuing Entity

The issuing entity for this securitization transaction is Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust.  The trust’s fiscal year is the calendar year.

The purposes of the trust will be to:

·acquire and hold the exchange note and other trust assets,

·issue the notes and pledge the trust assets to the indenture trustee to secure payments on the notes,

·make payments on the notes,

·issue additional notes or certificates in exchange for the residual interest of the trust, and

·engage in other related activities to accomplish these purposes.

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The trust may not engage in other activities and may not invest in other securities or make loans to anyone.

The depositor and the owner trustee may amend the trust agreement, without the consent of the noteholders, to (a) clarify an ambiguity, correct an error or correct or supplement any term of the agreement that may be defective or inconsistent with the others terms of the agreement or (b) provide for, or facilitate the acceptance of the agreement by, a successor owner trustee.

The depositor and the owner trustee may amend the trust agreement to add, change or eliminate terms of this agreement if:

·the holder of the residual interest certifies that the amendment will not have a material adverse effect on the noteholders or, if such a certification cannot be made, the consent of a majority of each class of notes (with each class voting separately, except that the Class A notes will vote together as a single class) is received,

·the holder of the residual interest delivers a legal opinion that, for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation or adversely affect the treatment of the notes as debt for federal income tax purposes, and

·the consent of the indenture trustee is received if the amendment has a material adverse effect on the rights or obligations of the indenture trustee, which consent will not be unreasonably withheld.

The prior consent of all affected noteholders will be required for any amendment that would:

·change the amount, timing or priority of distributions required to be made to the noteholders, or

·reduce the percentage of noteholders that are required to consent to an amendment.

The trust may not dissolve, merge with or sell its assets to anyone or impair the first priority lien of the indenture trustee in the trust assets except as permitted by the transaction documents.

The servicer will indemnify the trust for liabilities and damages resulting from the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its obligations as servicer.

On the closing date, the depositor will sell the exchange note to the trust and make an initial deposit in the reserve account in exchange for the notes and the residual interest in the trust.  The following table shows the capitalization of the trust on the closing date after issuance of the notes.

		Principal Amount
Class A-1 notes		$
Class A-2[a] notes [Class A-2b notes]	}
Class A-3 notes
Class A-4 notes
Class B notes
Class C notes
Residual Interest —- Overcollateralization
Total —- Exchange Note Initial Note Balance		$

Administrator

Ford Credit will be the administrator of the trust under an administration agreement.

The administrator’s main obligations will be to provide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents, including to:

·obtain and maintain the trust’s qualification to do business where necessary,

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·notify the rating agencies and the indenture trustee of events of default,

·prepare and file reports with the SEC,

·cause the servicer to perform its obligations under the sale and servicing agreement, and

·cause the indenture trustee to notify the noteholders of the redemption of their notes.

The administrator will indemnify the owner trustee, the indenture trustee and the asset representations reviewer for liabilities and damages resulting from the performance of their obligations under the transaction documents unless resulting from their willful misconduct, bad faith or negligence (other than errors in judgment) or breach of their representations in the transaction documents.

The depositor will pay the administrator an annual administration fee.

The administrator may not resign unless it is legally unable to perform its administrative obligations.  If the servicer is terminated, the administrator will immediately resign on the appointment or engagement of a successor servicer (other than the indenture trustee), who will automatically become the successor administrator.  The owner trustee, with the consent of a majority of the controlling class, may remove the administrator if (a) the administrator fails to perform in any material respect its obligations, which continues for 90 days after the administrator receives notice of the failure from the owner trustee, the indenture trustee or at least 25% of the controlling class or (b) an insolvency event of the administrator occurs.  No resignation or removal of the administrator will become effective until a successor administrator is in place.

Owner Trustee

_______________, a __________, will act as the “owner trustee” under the trust agreement.

[Insert description of Owner Trustee, including prior experience as Owner Trustee for ABS transactions involving similar assets as required by Item 1109(a)(2) of Regulation AB].

The owner trustee’s main obligations will be to:

·create the trust by filing a certificate of trust with the Delaware Secretary of State, and

·execute documents on behalf of the trust.

The owner trustee will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the owner trustee.  The owner trustee will not be required to exercise any of its rights or powers under the transaction documents or to start, conduct or defend any legal proceedings on behalf of the trust at the direction of the depositor unless the depositor has offered reasonable security or indemnity satisfactory to the owner trustee to protect it against the costs and expenses that it may incur in complying with the direction.

The depositor and the administrator will indemnify the owner trustee for liabilities and damages resulting from the owner trustee’s performance of its obligations under the trust agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the owner trustee or the breach of representations made by the owner trustee in the trust agreement.  The servicer will indemnify the owner trustee for liabilities and damages resulting from the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its obligations as servicer.

The trust will pay the acceptance fees and annual fees of the owner trustee, reimburse the owner trustee for expenses incurred in performing its obligations, and pay any indemnities due to the owner trustee, to the extent those amounts are not paid or reimbursed by the depositor or the administrator.  The trust will pay these amounts to the owner trustee on each payment date, along with similar amounts owed to the indenture trustee and the asset representations reviewer and expenses incurred by the trust under the transaction

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documents, up to the limit of $__________ per year before the trust makes any other payments.  The trust will pay any of these amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust and required interest and principal payments on the notes and after any required deposits in the reserve account are made.  Following an event of default, however, these fees, expenses and indemnities will be paid first.

The owner trustee may resign at any time by notifying the depositor and the administrator at least 30 days in advance.  The administrator may remove the owner trustee at any time and for any reason by notifying the owner trustee at least 30 days in advance. The administrator must remove the owner trustee if the owner trustee becomes legally unable to act as owner trustee, becomes subject to a bankruptcy or is no longer eligible to act as owner trustee under the trust agreement because of changes in its legal status, financial condition or ratings.  No resignation or removal of the owner trustee will be effective until a successor owner trustee is in place.  If not paid by the trust, the depositor will pay the owner trustee and the successor owner trustee for the expenses for replacement of the owner trustee.

The trust agreement will terminate when:

· the exchange note has been redeemed after the last lease in the reference pool has been paid in full, settled, sold or charged off, the last related leased vehicle has been sold and all collections have been applied, or

· the trust paid all notes in full and all other amounts payable by it under the transaction documents.

On termination of the trust agreement, any remaining trust assets will be distributed to the holder of the residual interest in the trust and the trust will be terminated.

Indenture Trustee

_____________, a _________, will act as the “indenture trustee” under the indenture.

[Insert description of Indenture Trustee, including prior experience as Indenture Trustee for ABS transactions involving similar assets as required by Item 1109(a)(2) of Regulation AB].

The indenture trustee’s main obligations will be to:

· hold the security interest in the exchange note and other trust assets on behalf of the noteholders,

· administer the transaction bank accounts,

· enforce remedies at the direction of the controlling class following an event of default and acceleration of the notes,

· act as note registrar to maintain a record of noteholders and provide for the registration, transfer, exchange and replacement of notes,

· act as note paying agent to make payments from the transaction bank accounts to the noteholders and others,

· notify the asset representations reviewer when a review has been directed by the noteholders, and

· notify the noteholders of an event of default.

Except in limited circumstances, if the indenture trustee knows of an event that with notice or the lapse of time or both would become an event of default, it must provide written notice to the noteholders within 90 days.  If the indenture trustee knows of an event of default, it must notify all noteholders within five business days.  If the notes have been accelerated, the indenture trustee may, and at the direction of a majority of the

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controlling class must, start proceedings for the collection of amounts payable on the notes and enforce any judgment obtained, start foreclosure proceedings and, in some circumstances, sell the exchange note.

The indenture trustee’s standard of care changes depending on whether an event of default occurred.  Before an event of default, the indenture trustee will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the indenture trustee.  Following an event of default, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  Following an event of default, the indenture trustee may assert claims on behalf of the trust and the noteholders against the depositor and Ford Credit.

For a description of the rights and obligations of the indenture trustee after an event of default and on acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration.”

The indenture trustee must mail an annual report to the noteholders if events stated in the Trust Indenture Act have occurred during the prior year, including a change to the indenture trustee’s eligibility under the Trust Indenture Act, a conflict of interest under the Trust Indenture Act, a release of trust assets from the lien of the indenture and any action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise any of its rights or powers, expend or risk its own funds or incur financial liability in the performance of its obligations if it has reasonable grounds to believe that it is not likely to be repaid or indemnified by the trust.  The indenture trustee also will not be required to take action in response to litigation, investigations, requests, demands or directions of the noteholders, other than litigation, investigations, requests, demands, or directions relating to an asset representations review, unless the noteholders have offered reasonable security or indemnity satisfactory to the indenture trustee to protect it against the costs and expenses that it may incur in complying with the litigation, investigation, request, demand or direction.

The trust and the administrator will indemnify the indenture trustee for liabilities and damages resulting from the indenture trustee’s performance of its obligations under the indenture unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the indenture trustee or the breach of representations made by the indenture trustee in the indenture.  The servicer will indemnify the indenture trustee for damages resulting from the servicer’s willful misconduct, bad faith or negligence (other than errors of judgment) in the performance of its obligations as servicer.

The trust will pay the acceptance fees and annual fees of the indenture trustee, reimburse the indenture trustee for expenses incurred in performing its obligations and pay any indemnities due to the indenture trustee, to the extent those amounts are not paid or reimbursed by the depositor or the administrator.  The trust will pay these amounts to the indenture trustee on each payment date, along with similar amounts owed to the owner trustee and the asset representations reviewer and expenses incurred by the trust under the transaction documents, up to the limit of $_________ per year before the trust makes any other payments.  The trust will pay any of these amounts in excess of the limit only after paying in full on that payment date other fees and expenses of the trust and required interest and principal payments on the notes and after any required deposits in the reserve account have been made.  Following an event of default, however, these fees, expenses and indemnities will be paid first.

Under the Trust Indenture Act, the indenture trustee may be considered to have a conflict of interest and be required to resign as indenture trustee for the notes or any class of notes if a default occurs under the indenture.  In these circumstances, separate successor indenture trustees will be appointed for each class of notes.  Even if separate indenture trustees are appointed, only the indenture trustee acting on behalf of the controlling class will have the right to exercise remedies and only the controlling class will have the right to direct or consent to any action to be taken, including a sale of the exchange note.

The indenture trustee may resign at any time by notifying the trust at least 30 days in advance.  A majority of the controlling class may remove the indenture trustee at any time and for any reason by notifying the indenture trustee and the trust at least 30 days in advance.  The trust must remove the indenture trustee if the indenture trustee becomes legally unable to act as indenture trustee, becomes subject to a bankruptcy or is no longer eligible to act as indenture trustee under

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the indenture because of changes in its legal status, financial condition or ratings.  No resignation or removal of the indenture trustee will be effective until a successor indenture trustee is in place.  If not paid by the trust, the depositor will pay the indenture trustee and the successor indenture trustee for any expenses for replacement of the indenture trustee.

Titling Companies

The titling companies are CAB East LLC and CAB West LLC, each a Delaware limited liability company, that were created by Ford Credit for the limited purpose of purchasing leases and the related leased vehicles from dealers.  Each leased vehicle will be titled in the name of one of the titling companies and the collateral agent will be named as secured party on the certificate of title.

CAB East Holdings, LLC is the sole member of CAB East LLC.  CAB West Holdings Corporation is the sole member of CAB West LLC.  CAB East Holdings, LLC and CAB West Holdings Corporation are wholly-owned subsidiaries of Ford Credit.

The limited liability company agreement of each titling company contains substantial restrictions on the activities of the titling company that are similar to those of other “bankruptcy-remote” special purpose entities.  These restrictions include limitations on activities, incurrence of indebtedness and affiliated transactions.  Each titling company’s purposes and powers are limited to owning the leases and leased vehicles, issuing certificates or notes, borrowing on a revolving basis from Ford Credit to finance the purchase of leases and leased vehicles and engaging in other activities related to owning the leased vehicles.

Under the credit and security agreement, the titling companies will pay amounts advanced to them by Ford Credit on a joint and several basis and may at any time, at the request of Ford Credit, exchange the amounts outstanding under the revolving credit facility to one or more term notes which will be evidenced by an exchange note.  The titling companies will be responsible for making payments on the exchange note under the credit and security agreement.  The titling companies have appointed the collateral agent to hold the security interest in the leases and leased vehicles according to the credit and security agreement.

Collateral Agent

HTD Leasing LLC, or “HTD,” is the collateral agent under the credit and security agreement.  U.S. Bank National Association is the sole member of HTD.  HTD’s limited liability company agreement contains substantial restrictions on its activities.  HTD’s purposes and powers are limited to holding the security interest granted to it, as collateral agent, for the benefit of Ford Credit, as lender, and the holders of the exchange notes and some related activities.  Neither HTD nor U.S. Bank National Association receives title to or possession of any leases or leased vehicles.  HTD is not permitted to incur indebtedness, issue securities or other interests (other than the membership interest held by U.S. Bank National Association) or hold substantial assets.

The titling companies have agreed to pay HTD a fee for its services and to pay HTD for liabilities and damages resulting from HTD’s performance of its obligations unless caused by HTD’s willful misconduct, bad faith or negligence

Administrative Agent

_________ is the administrative agent under the credit and security agreement.  The administrative agent is responsible for performing, on behalf of the collateral agent, administrative functions under the credit and security agreement.  These functions include (1) causing certificates of title for the leased vehicles to reflect the lien of the collateral agent and (2) causing those liens to be released and removed from the certificates of title on termination of the related leases and disposition of the leased vehicles, which obligations may be performed by Ford Credit in its capacity as collateral agent administrator.  The collateral agent has granted a power of attorney to the administrative agent to perform these functions.

Under the credit and security agreement, Ford Credit, as lender, may remove ____________ as the administrative agent, with or without cause, and designate a successor administrative agent.  Any successor

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administrative agent or its parent entity must have a combined capital and surplus of at least $50 million, must have a long-term unsecured debt rating of investment grade by each of S&P and Moody’s and may not be Ford Credit or an affiliate of Ford Credit.

If __________ is removed or resigns, and a successor is designated, __________ will be required to transfer to the successor, and the successor will be required to acquire, the entire membership interest in HTD and rights under HTD’s limited liability company agreement.  Ford Credit and its affiliates may not be a successor administrative agent and may not acquire HTD or any rights under HTD’s limited liability company agreement.

[Insert description of administrative agent, as required by Item 1109(b)(2) of Regulation AB].

Asset Representations Reviewer

_____________, a _________, will act as the “asset representations reviewer” under the asset representations review agreement.

[Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

The asset representations reviewer is an “eligible asset representations reviewer,” meaning that (i) it is not affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates and (ii) neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the receivables.  For so long as the notes remain outstanding, the asset representations reviewer must be an eligible asset representations reviewer.

The asset representations reviewer’s main obligations will be to:

·review each review lease following receipt of a review notice from the indenture trustee, and

·provide a report on the results of the review to the sponsor, the depositor, the trust, the servicer and the indenture trustee.

For a description of the review to be performed by the asset representations reviewer, you should read “Receivables—Asset Representations Review.”

The asset representations reviewer is not responsible for (a) reviewing the receivables for compliance with the representations under the transaction documents, except in connection with a review under the asset representations review agreement or (b) determining whether noncompliance with any representation is a breach of the transaction documents or if any lease or leased vehicle is required to be reallocated.

The asset representations reviewer will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the asset representations reviewer.  The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the leases and leased vehicles.

The trust and the administrator will indemnify the asset representations reviewer for liabilities and damages resulting from the asset representations reviewer’s performance of its obligations under the asset representations review agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or the breach of representations made by the asset representations reviewer in the asset representations review agreement.

The trust will pay annual fees and review fees of the asset representations reviewer, reimburse the asset representations reviewer for their reasonable travel expenses for a review and pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the administrator.  The trust will pay these amounts to the asset representations reviewer on each payment date, along with similar amounts owed to the indenture trustee and the owner trustee and expenses incurred by

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the trust under the transaction documents, up to the limit of $________ per year, before the trust makes any other payments.  The trust will pay any of these amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust and all required interest and principal payments on the notes and after any required deposits in the reserve account have been made.  Following an event of default, however, these fees, expenses and indemnities will be paid first.

The asset representations reviewer may not resign, unless it becomes legally unable to perform its obligations as asset representations reviewer.  The trust may remove the asset representations reviewer if the asset representations reviewer (a) ceases to be an eligible asset representations reviewer, (b) breaches of any of its representations, warranties, covenants or obligations or (c) becomes subject to a bankruptcy.  No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer who is an eligible asset representations reviewer is in place.  The asset representations reviewer will pay the expenses of transitioning the asset representations reviewer’s obligations to the successor asset representations reviewer.

AFFILIATIONS AND RELATED TRANSACTIONS

Ford Credit is the sponsor of this securitization transaction, the original purchaser of the leases originated by motor vehicle dealers and related leased vehicles in the reference pool and the servicer of the leases and leased vehicles in the reference pool.  As the sponsor, Ford Credit caused the depositor to be formed for purposes of participating in securitization transactions.  Ford Credit is the sole member of the depositor.  Ford Credit caused the depositor to form the trust that is the issuing entity for this securitization transaction and will be the administrator of the trust.  The depositor is the sole beneficiary of the trust and the holder of the residual interest in the trust.

In the ordinary course of business from time to time, Ford Credit and its affiliates have business relationships and agreements with the owner trustee, the indenture trustee and the asset representations reviewer and their affiliates, including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements, investment and financial advisory services, due diligence services and securitization services, all on arm’s length terms and conditions.

TRANSACTION FEES AND EXPENSES

The following table shows the amount or formula for the fees payable to the indenture trustee, the owner trustee, the asset representations reviewer and the servicer.  The fees of the indenture trustee, the owner trustee and the asset representations reviewer may be paid monthly, annually or on another schedule as agreed by the administrator and the indenture trustee, the owner trustee and the asset representations reviewer.  To the extent these fees have not been paid by the depositor or the administrator, they will be paid on each payment date from exchange note available funds in the order of priority described in “Description of the Notes — Priority of Payments.”  The fees payable to the servicer will be paid from collections as described in “Description of Exchange Note — Priority of Payments on the Exchange Note.”  These fees will not change during the term of this securitization transaction.

Fee	Amount
Indenture trustee acceptance fee	$[_____] on closing of the transaction
Indenture trustee annual fee	$[_____] each year
Owner trustee acceptance fee	$[_____] on closing of the transaction
Owner trustee annual fee	$[_____] each year
Asset representations reviewer annual fee	$[_____] each year
Asset representations reviewer review fee	Up to $[___] for each review lease on completion of a review
Administration fee	1/12 of [___]% of the principal amount of the notes each month
Servicing fee	1/12 of 1.00% of the total securitization value each month

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The indenture trustee acceptance fee and the owner trustee acceptance fee are one-time fees payable to the indenture trustee and the owner trustee on closing of the transaction in consideration of their acceptance of their obligations under the transaction documents.  The indenture trustee annual fee will be paid to the indenture trustee for performance of its obligations under the indenture.  The owner trustee annual fee will be paid to the owner trustee for performance of its obligations under the trust agreement.  The asset representations reviewer annual fee will be paid to the asset representations reviewer in consideration of its obligation to perform the asset representations reviewer’s obligations under the asset representations review agreement.  The asset representations reviewer review fee will be paid to the asset representations reviewer on completion of a review for its performance of the review.

The trust will pay and reimburse the indenture trustee and the owner trustee for their fees and reasonable expenses incurred under the indenture and the trust agreement and the asset representations reviewer for its reasonable travel expenses for a review under the asset representations review agreement, each to the extent not paid by the depositor or the administrator.  The trust also will pay any indemnities owed to the indenture trustee, the owner trustee or the asset representations reviewer if not paid by the depositor or the administrator.  For information about indemnities applicable to the indenture trustee, the owner trustee and the asset representations reviewer, you should read “Transaction Parties — Indenture Trustee,” “— Owner Trustee” and “— Asset Representations Reviewer.”

The administration fee is paid to the servicer for its role in administering the trust.  In that capacity, the servicer will handle payments, administer defaults and delinquencies and perform other duties relating to the trust.  The servicing fee is paid to the servicer for the servicing of the reference pool under the servicing agreement.  The servicer will be responsible for its own expenses under the servicing agreement except (1) amounts charged to the account of a lessee, (2) external costs for the repossession and disposition of a leased vehicle and (3) external costs of collection on charged off leases.

USE OF PROCEEDS

The net proceeds from the sale of the notes issued on the closing date will be used by the depositor to purchase the receivables from Ford Credit.  Ford Credit will use the proceeds from the sale of the receivables for general corporate purposes.  No expenses were incurred in connection with the selection or allocation of leases for this securitization transaction.

LEGAL PROCEEDINGS

[There are no legal proceedings pending or known to be contemplated by any governmental authorities against the sponsor, the depositor, the owner trustee, the indenture trustee, the issuer or the servicer, or of which any of their property is subject, that is material to noteholders.]

[Describe any legal proceedings against the sponsor, the depositor, the owner trustee, the indenture trustee, the issuer or the servicer that are material to noteholders.]

IMPORTANT LEGAL CONSIDERATIONS

Bankruptcy Considerations

Sale of Exchange Note by Ford Credit to Depositor and by Depositor to Trust.  The sale of the exchange note by Ford Credit to the depositor and then by the depositor to the trust will each be structured to minimize the possibility that a bankruptcy proceeding of Ford Credit or the depositor will adversely affect the trust’s rights in the exchange note.  Ford Credit and the depositor intend that the sale of the exchange note by Ford Credit to the depositor will be a “true sale.”  The depositor and the trust also intend that the sale of the exchange note by the depositor to the trust will be a “true sale.”  Neither the depositor nor the trust will have recourse to Ford Credit, as seller of the exchange note, other than the limited obligation to reallocate ineligible leases and leased vehicles from the reference pool for breaches of representations.

On the closing date, Ford Credit, the depositor and the trust will receive a reasoned legal opinion that in a bankruptcy of Ford Credit or the depositor:

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· the exchange note and the collections on the exchange note would not be property of Ford Credit’s or the depositor’s bankruptcy estate, as applicable, under U.S. federal bankruptcy laws, and

· the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the collections on the exchange note to the depositor or the trust.

This opinion will be subject to assumptions and qualifications and a court in a bankruptcy proceeding of Ford Credit or the depositor may not reach the same conclusion.

Structure of Holding Companies, Titling Companies and Depositor; Risk of Substantive Consolidation.  Each of the holding companies, the titling companies and the depositor is organized as a special purpose entity and is restricted by its limited liability company agreement to activities designed to make it “bankruptcy-remote.”  These restrictions limit the nature of its activities, prohibit the incurrence of additional indebtedness and make it unlikely that it will have any creditors.  Each limited liability company agreement also restricts the special purpose entity from starting a voluntary case or proceeding under U.S. bankruptcy laws or similar state laws without the unanimous consent of its board of managers, including independent managers, who are instructed to take into account the interests of creditors of the special purpose entity and, for the depositor, the trusts created by the depositor, as well as the interests of the special purpose entity, in any vote to allow the special purpose entity to file for bankruptcy.  Each limited liability company agreement also contains covenants meant to maintain the separate identity of the special purpose entity from Ford Credit and to avoid substantive consolidation of the special purpose entity and Ford Credit.  The most important of these covenants require each company to maintain its separate existence, maintain separate books and bank accounts, prepare separate financial statements, not hold itself as liable for debts of the other and not commingle its assets with the assets of Ford Credit or its affiliates.  These restrictions and covenants may not be amended without the consent of the entire board of managers, including the independent managers, and satisfaction of the rating agency condition.

In addition, in the transaction documents, the owner trustee, the indenture trustee and the noteholders will agree not to start or pursue a bankruptcy proceeding against the holding companies, the titling companies or the depositor.

On the closing date, Ford Credit and the depositor will obtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a creditor or bankruptcy trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to request a court to disregard the separate legal existence of the depositor, any of the holding companies or any of the titling companies so as to cause substantive consolidation of the assets and liabilities of (1) the depositor, any of the holding companies or any of the titling companies with the assets and liabilities of Ford Credit or (2) any holding company with the assets and liabilities of the related titling company, in each case, in a manner prejudicial to the noteholders.  This opinion will be subject to assumptions and qualifications, including an assumption that the depositor, each of the holding companies, each of the titling companies and Ford Credit comply with its limited liability company agreement.  A court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.  If the separate legal existence of Ford Credit and the depositor were disregarded and the assets and liabilities of Ford Credit and the depositor were consolidated, assets of the depositor could be used to satisfy Ford Credit’s creditors instead of the noteholders or the trust.  Similarly, if the separate legal existence of Ford Credit and the holding companies or of Ford Credit and the titling companies were disregarded and the assets and liabilities of Ford Credit and the titling companies or of Ford Credit and the holding companies were consolidated, the leases and leased vehicles in the reference pool could be used to satisfy Ford Credit’s creditors instead of the noteholders or the trust.  This consolidation of assets and liabilities generally is referred to as “substantive consolidation.”

Assuming that the sale of the exchange note by Ford Credit to the depositor is a “true sale,” the sale of the exchange note by the depositor to the trust is a ‘“true sale,” the depositor and the titling companies are not consolidated with Ford Credit in a bankruptcy of Ford Credit and the depositor and the titling companies are not in bankruptcy, the trust generally will have uninterrupted access to amounts received on the exchange note and collections on the reference pool (other than any collections held by Ford Credit as servicer at the time a bankruptcy proceeding is begun) will be available to make payments on the exchange note.

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Bankruptcy Proceedings of Ford Credit, the Depositor or the Servicer.  The depositor does not intend to start, and Ford Credit will agree that it will not cause the depositor to start, a voluntary bankruptcy proceeding while the depositor is solvent.

The bankruptcy of the servicer will result in a servicer termination event.  If no other servicer termination event other than a bankruptcy exists, a trustee-in-bankruptcy of the servicer may have the power to prevent either the indenture trustee or the noteholders from terminating the servicer.

Payments made by Ford Credit or the depositor to reallocate leases and leased vehicles may be recoverable by Ford Credit or the depositor, as debtor-in-possession, or by a creditor or a trustee-in-bankruptcy of Ford Credit or of the depositor as a preferential transfer from Ford Credit or the depositor if the payments were made within one year before the filing of a bankruptcy proceeding against Ford Credit.

The Dodd-Frank Act

Orderly Liquidation Authority.  The Dodd-Frank Act established the Orderly Liquidation Authority, or “OLA,” under which the Federal Deposit Insurance Corporation, or “FDIC,” is authorized to act as receiver of a financial company and its subsidiaries.  OLA differs from U.S. federal bankruptcy laws in several ways.  In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in a receivership, it is unclear what impact OLA will have on a particular company, including Ford Credit, the titling companies, the depositor or the trust, or the company’s creditors.

Potential Applicability to Ford Credit, the Depositor and the Trust.  It is not clear which companies will be subject to OLA rather than the U.S. federal bankruptcy laws.  For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine that (a) the company is in default or in danger of default, (b) the failure of the company and its resolution under the U.S. federal bankruptcy laws would have serious adverse effects on financial stability in the United States, (c) no viable private sector alternative is available to prevent the default of the company and (d) an OLA proceeding would mitigate these effects.  It is not certain whether OLA would be applied to Ford Credit, although it is expected that OLA will be used only very rarely.  The titling companies, the depositor or the trust could, under some circumstances, also be subject to OLA.

FDIC’s Avoidance Power Under OLA.  The parts of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws.  If the titling companies were to become subject to OLA, there is an interpretation under OLA that previous pledges of the leases and leased vehicles by the titling companies to the collateral agent perfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers.  In this case, the leases and leased vehicles in the reference pool securing the exchange note, which in turn secures the notes, could be reclaimed by the FDIC and the exchange note may become unsecured.

In July 2011, the FDIC adopted final rules which harmonize the application of the FDIC’s avoidance power under OLA with the related parts of the U.S. federal bankruptcy laws.  Based on these rules, the pledge of the leases and leased vehicles by the titling companies to the collateral agent would not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA.  If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

· that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the titling companies, the depositor and the trust, and

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· that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by the company before the end of the transition period of any future regulation, if the transfer satisfies the conditions for the exclusion of the assets from the property of the estate of the company under the U.S. federal bankruptcy laws.

Ford Credit and the depositor intend that the sale of the exchange note by Ford Credit to the depositor will be a “true sale” between separate legal entities under state law.  As a result, Ford Credit believes that the FDIC would not be able to recover the exchange note using its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur before the end of any transition period adopted to implement future regulation addressing the FDIC’s repudiation authority under OLA.  However, it is not certain that the FDIC will address its repudiation authority under OLA in future regulations or that future regulations or FDIC actions in an OLA proceeding involving Ford Credit, the titling companies, the depositor or the trust would not be contrary to this opinion.

If the titling companies or the trust were placed in receivership under OLA, the FDIC would have the power to repudiate the exchange note issued by the titling companies or the notes issued by the trust, as applicable.  In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the exchange note plus accrued interest or the principal amount of the notes plus accrued interest as of the date the FDIC was appointed receiver and, if the value of the property that secured the exchange note or the notes is greater than the principal amount of the exchange note and any accrued interest or the principal amount of the notes and accrued interest, as applicable, through the date of repudiation or disaffirmance, that accrued interest.

Security Interests in Exchange Note and Leases and Leased Vehicles

The sale and assignment of the exchange note to the trust, the perfection of the security interest pledged in the exchange note and the enforcement of rights to realize on the exchange note as collateral for the notes will be subject to a number of federal and state laws, including the Uniform Commercial Code in effect in each state.

The indenture trustee will hold a first priority security interest in the exchange note for the benefit of the noteholders.  The exchange note will be secured by a first priority security interest in the leases and leased vehicles financed under the credit and security agreement, including the leases and leased vehicles in the reference pool.  Under the credit and security agreement and for the LKE program, the security interest of the collateral agent in a leased vehicle and the net sale proceeds is released immediately before sale.  Ford Credit, as servicer, must deposit an amount equal to those proceeds in the collection account under the servicing agreement.  This security interest is for the benefit of Ford Credit, as lender, and the holders of exchange notes, including the trust as holder of the exchange note for the securitization transaction in which the notes will be issued.  Although the exchange note for the securitization transaction in which the notes will be issued will be secured by the leases and leased vehicles financed under the credit and security agreement, the trust, as holder of the exchange note, will agree that it will not have recourse to any leases and leased vehicles other than the leases and leased vehicles in the reference pool and any shared amounts from other reference pools.

Security Interest in Exchange Note.  Ford Credit will sell the exchange note to the depositor and the depositor will perfect its interest in the exchange note by filing a Uniform Commercial Code financing statement.  The depositor will then sell the exchange note to the trust and the trust will perfect its interest in the exchange note by filing a Uniform Commercial Code financing statement.  The trust will then pledge the exchange note to the indenture trustee and the indenture trustee will perfect its security interest in the exchange note by filing a Uniform Commercial Code financing statement and by taking possession of the exchange note.

Security Interest in Leases.  The leases, both tangible and electronic, purchased by the titling companies are “chattel paper” for purposes of the Uniform Commercial Code.  The sale, assignment and

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pledge of “chattel paper” may be perfected either by taking physical possession of tangible leases and taking and maintaining “control” (within the meaning of the Uniform Commercial Code) of electronic leases or by the filing of financing statements under the Uniform Commercial Code.  The collateral agent has perfected its security interest in the leases securing the revolving credit facility and the exchange notes by filing a Uniform Commercial Code financing statement against each titling company and by taking physical possession, for tangible leases, or taking and maintaining “control,” for electronic leases.  The collateral agent has appointed Ford Credit to serve as custodian of the leases.  The tangible leases are physically held by Ford Credit or by a third party vendor.  The electronic leases are stored in a specially-designed computer system maintained by a third party vendor that establishes Ford Credit’s “control” of the electronic leases.  Ford Credit will not segregate or mark the leases to indicate that they have been pledged as security to the exchange noteholders and Ford Credit, as lender.

Security Interest in Leased Vehicles.  As servicer, Ford Credit follows procedures to apply for a certificate of title for each leased vehicle in the name of a titling company and to perfect the collateral agent’s security interest in each leased vehicle securing the revolving credit facility and the exchange notes by noting the lien of the collateral agent on the certificate of title for the leased vehicle under state motor vehicle laws.  Generally, these procedures require the dealer to apply for a title that includes the titling company’s ownership and the collateral agent’s lien immediately after a titling company’s purchase of a leased vehicle.  The procedures to obtain title in the name of the titling company and to perfect the collateral agent’s lien on the leased vehicle depend on the actions of third parties, including dealers and state and local motor vehicle registration authorities.  If the collateral agent obtains a validly perfected security interest in the leased vehicle on a timely basis, the trust, as holder of the exchange note, will also have the benefits of this security interest in most states.  If the collateral agent does not obtain a perfected security interest in the leased vehicle due to fraud, forgery, negligence or administrative error of a third party, the collateral agent’s security interest could be subordinated to later purchasers of the leased vehicle and subsequent lenders with a perfected security interest.  If the collateral agent does not have a perfected security interest in a leased vehicle, the trust’s ability to realize on the leased vehicle following an exchange note default would be adversely affected.  As collateral agent administrator, Ford Credit must take appropriate steps to maintain perfection of the collateral agent’s security interest in the leased vehicles, and under the servicing supplement the servicer must reallocate the leased vehicle from the reference pool if the collateral agent fails to obtain a perfected first priority security interest in the leased vehicle and the lease or leased vehicle is materially and adversely affected.

In addition, because it is possible that the leased vehicles may be characterized as inventory held for sale by the titling companies, Ford Credit, as collateral agent administrator, files a Uniform Commercial Code financing statement against each titling company, on behalf of the collateral agent, because a financing statement must be filed to perfect a security interest in motor vehicles that are inventory.

The revolving credit facility and the exchange notes, including the exchange note issued for this securitization transaction, are secured by the leases and leased vehicles financed by the titling companies under the credit and security agreement and this security interest will ultimately be held by the indenture trustee, as holder of the exchange note and secured party on the applicable Uniform Commercial Code financing statement, as described in “— Security Interests in Exchange Note and the Leases and Leased Vehicles — Security Interest in the Exchange Note” above.

In some circumstances, the collateral agent’s security interest in the leases or leased vehicles may be subordinated because federal or state law gives the holders of some types of liens, such as tax liens or mechanic’s liens, priority over even the properly perfected lien of other secured parties.  In addition, if a leased vehicle is confiscated by a government agency, Ford Credit may not be able to obtain possession of the vehicle and enforce the security interest unless it completes documentation required by the agency, including a “hold harmless” agreement.  Unless Ford Credit fails to follow its policies and procedures, Ford Credit will not be required to reallocate any lease or leased vehicle from the reference pool in these circumstances.

PBGC Liens.  Under ERISA, the Pension Benefit Guaranty Corporation, or “PBGC”, will have the ability to place a lien on any of the assets of the Ford controlled group if:

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· a defined benefit pension plan (other than a multiemployer plan) is terminated by any member of the Ford controlled group or the PBGC, and the pension plan is underfunded at the time of termination,

· any member of the Ford controlled group withdraws from a defined benefit pension plan (other than a multiemployer plan) which has at least two contributing sponsors who are not under common control during a plan year for which the member is a substantial employer, and the pension plan is underfunded at the time of withdrawal, or

· the members of the Ford controlled group fail to satisfy the minimum funding requirements for a defined benefit pension plan (other than a multiemployer plan), which together with other unpaid contributions, exceeds $1 million.

The titling companies, the depositor and the trust are members of the Ford controlled group.  In addition, while a PBGC lien could attach to any of the assets of the Ford controlled group, the automatic stay would prevent the PBGC from realizing on any assets of any member of the Ford controlled group, including Ford Credit, that is the subject of a bankruptcy proceeding at the time the PBGC lien begins.  Assuming the titling companies, the depositor and the trust are not subject to bankruptcy proceedings and that neither the reference pool nor the exchange note are consolidated with the bankruptcy estate of Ford Credit, the PBGC would be able to levy on those assets to satisfy the pension obligations of the Ford controlled group unless the security interest of the collateral agent in the leases and leased vehicles in the reference pool and the security interest of the indenture trustee in the exchange note have priority over the PBGC lien.

This securitization transaction will be structured so that the security interest of the collateral agent in the leases and leased vehicles in the reference pool and the security interest of the indenture trustee in the exchange note and any identifiable cash proceeds received before the PBGC files the notice of lien will have priority over a PBGC lien, notice of which is filed after the closing date.

Under state law, the priority of the collateral agent’s security interest in a lease is established under the Uniform Commercial Code on the date the collateral agent filed its Uniform Commercial Code financing statements.  The priority of the collateral agent’s security interest in a leased vehicle and identifiable cash proceeds is established on the date the certificate of title for the leased vehicle was filed with the proper state department of motor vehicles (if the motor vehicle statutes apply) or on the date the collateral agent filed its financing statements (if the Uniform Commercial Code applies).  The priority of the indenture trustee’s security interest in the exchange note will be established under the Uniform Commercial Code when the indenture trustee files its financing statements.

The priority of a PBGC lien, however, is determined under the rules applicable to federal tax liens and not under state law.  Under these rules, a PBGC lien will be senior to any security interest that is perfected under state law after the PBGC files a notice of lien.  Under the Uniform Commercial Code, the priority of a security interest will relate back to the date that the security interest was perfected, even if the property subject to the security interest does not exist at that time.  Under the rules applicable to federal tax liens, however, the priority of a security interest does not relate back to the date the security interest was perfected under state law if the property subject to the security interest does not exist at that time.  Instead, under the rules applicable to federal tax liens, a security interest will not attach and be entitled to priority until the property comes into existence.  As a result, the security interest of the collateral agent in the leases in the reference pool and any proceeds received after the filing of a notice of lien by the PBGC will have priority over the PBGC lien only if the applicable titling company’s right to receive those monthly payments existed before the PBGC filed the notice of lien.

On the closing date, Ford Credit, the depositor and the trust will receive a reasoned legal opinion that, under the rules applicable to federal tax liens, a court would hold that the security interest of the collateral agent in the leases and leased vehicles in the reference pool and identifiable cash proceeds (including the collections received after a filing of a lien by the PBGC) would be before any lien of the PBGC if the notice of lien is filed after the closing date.  This opinion will be subject to assumptions and qualifications and a court may not reach the same conclusion.

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Lease Contracts and Leased Vehicles

Repossession of Leased Vehicles; Notice of Sale and Cure Rights.  If a lessee defaults on its lease, the servicer will have the remedies of a secured party under the Uniform Commercial Code, except where limited by other state laws.  These remedies include the right to perform self-help repossession unless it would be a breach of the peace or unless prohibited by state law.  Self-help repossession is the method used by Ford Credit in most cases and usually is accomplished by an independent contractor to take possession of the leased vehicle.  In cases where the lessee objects or raises a defense to repossession, or if required by state law, Ford Credit may have to obtain a court order before repossessing the vehicle.

If a lessee is in default under its lease, some states require that the secured party notify the lessee of the default and give the lessee time to correct the default before repossession.  In Ford Credit’s experience, this right to correct is exercised by only a limited number of lessees.

On repossession of a vehicle, the Uniform Commercial Code and other state laws require the secured party to provide the lessee with reasonable notice of the date, time, and place of a public sale and/or the date after which a private sale of the vehicle may be held.  The lessee has the right to correct the default under the lease before sale by paying the secured party the past due amounts owed under the lease plus reasonable expenses for repossessing, holding, and preparing the vehicle for disposition and arranging for the sale, including attorney’s fees when allowed by law.

Deficiency Judgments.  Ford Credit generally is required to apply the proceeds of sale of a repossessed vehicle to the expenses of sale and repossession and then to the satisfaction of the amounts due under the lease.  If the net proceeds from sale do not cover the full amount due under the lease, Ford Credit may seek a deficiency judgment in some states, but other states prohibit or limit deficiency judgments.  Because a deficiency judgment is an unsecured personal judgment against the lessee for the shortfall, in many cases it is not worthwhile to seek one.  If a deficiency judgment is obtained, it may be settled at a significant discount or it may be impossible to collect.

Consumer Financial Protection Laws. Numerous federal and state consumer financial protection laws and regulations impose substantial requirements on lessors and servicers involved in consumer leasing, including Ford Credit, and impose statutory liabilities on those who fail to comply with them. The most significant consumer financial protection laws regulating the leases and leased vehicles include:

·[the federal Consumer Leasing Act of 1976 and Regulation M, which require that a number of disclosures be made at the time a vehicle is leased, including money due at the time of origination of the lease, a description of the lessee’s liability at the end of the lease term, the amount of any periodic payments, the circumstances under which the lessee may terminate the lease before the end of the lease term and the capitalized cost of the vehicle and a warning about possible charges for early termination.]

·     the federal Equal Credit Opportunity Act that prohibits creditors from discriminating on the basis of specific factors, such as race, color, sex, age and marital status in all aspects of a credit transaction, including the application process and the development and use of scoring models,

·     the federal Fair Credit Reporting Act that regulates consumer credit reports and includes requirements on when and how creditors may obtain and use these reports and actions creditors must take to prevent identity theft, and

·     the Gramm Leach Bliley Act and state privacy laws that require protection of specific consumer data and communication of privacy rights with consumers.

Every state has adopted Article 2A of the Uniform Commercial Code, which provides protection to lessees through implied warranties and the right to cancel a lease contract relating to defective goods. In addition, courts have imposed general equitable principles on secured parties pursuing repossession of collateral or litigation involving deficiency balances. These equitable principles may relieve a lessee from some or all of the legal consequences of a default.

Ford Credit and the depositor will represent that each lease complies in all material respects with requirements of law and that each lease is not subject to claims or defenses of the lessee.  This representation is based on Ford Credit’s review of form lease terms, its review of completed leases for errors apparent in the lease, and dealer representations of lease disclosure accuracy in agreements between Ford Credit and the dealer.  If a lessee has a claim for a violation of law related to a lease, that violation would be a breach by Ford Credit and the depositor and if the breach has a material adverse effect on a lease and leased vehicle, Ford Credit and the depositor would have to reallocate the lease and leased vehicle from the reference pool unless the breach is corrected in all material respects before the date the lease or leased vehicle is required to be reallocated.

Under the terms of the Servicemembers Civil Relief Act and similar state laws, a lessee who enters military service after entry into a lease may be entitled to relief on specific payment obligations, and Ford Credit must suspend self-help repossession of the leased vehicle.  Furthermore, a lessee may terminate a lease at any time if the lessee later enters into military service or receives military orders for a permanent change of station outside of the continental U.S. or to deploy with a military unit.  No early termination

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charges may be imposed on the lessee for such termination.  Leases with lessees who are in the military or who later enter the military may be included in the reference pool and neither the depositor nor Ford Credit will be required to reallocate from the reference pool a lease and leased vehicle that become subject to these laws.

Bankruptcy Limitations.  U.S. bankruptcy laws affect the ability of the trust to realize on collateral or enforce a deficiency judgment.  For example, in a Chapter 13 proceeding under the U.S. federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the plan of reorganization may, in limited circumstances, reduce the amount due under the lease to the market value of the leased vehicle at the time of bankruptcy, leaving the lessor as a general unsecured creditor for the remainder of the amount owed by the lessee.  A bankruptcy court may also reduce the monthly payments due under a lease or change the time of payment of the lease.  Neither the depositor nor Ford Credit will be required to reallocate from the reference pool any lease that becomes subject to a bankruptcy proceeding after the cutoff date.

INVESTMENT CONSIDERATIONS

The Class A-1 notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940.  Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, quality and diversification, some of which have recently been amended.  Any determinations as to the qualification of the Class A-1 notes under, and compliance with, these other requirements of Rule 2a-7 are solely the responsibility of each money market fund and its investment advisor.  In addition, the Class A-1 notes could fail to be “eligible securities” under Rule 2a-7 if any NRSRO reduces or withdraws its short-term ratings assigned to the Class A-1 notes.

A money market fund should consider whether an investment by the money market fund in the Class A-1 notes satisfies the money market fund’s investment policies and objectives, and should consult its own legal advisors in determining whether and to what extent the Class A-1 notes are a legal investment or are subject to restrictions on investment.

TAX CONSIDERATIONS

General

Below is a description of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus.  This description is based on current provisions of the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other authorities all of which are subject to change, perhaps with retroactive effect.  There are no cases or Internal Revenue Service, or “IRS,” rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes.  It is not certain that the IRS will not challenge the conclusions reached in this description, and no ruling from the IRS has been or will be sought on any of the issues described below.  Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions in this prospectus.

This description does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited descriptions of particular topics, to noteholders subject to special treatment under the U.S. federal income tax laws, such as non-U.S. persons, insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets.  This information is directed only to prospective noteholders who:

· purchase notes in the initial distribution of the notes,

· are citizens or residents of the United States, and

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· hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

As used in this section of this prospectus, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

· a citizen or resident of the United States,

· a corporation created or organized in or under the laws of the United States, any state of the United States or the District of Columbia,

· an estate whose income is subject to U.S. federal income tax regardless of its source, or

· a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or that has made a valid election under Treasury Regulations to be treated as a U.S. person.

The term “U.S. noteholder” also includes a noteholder whose income or gain on its investment in a note is effectively connected with the conduct of a U.S. trade or business.  As used in this section, the term “non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership.  Partners are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences to them.

Prospective noteholders are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of Trust

In the opinion of  ___________, tax counsel to the depositor, assuming compliance with the terms of the trust agreement and transaction documents, the trust will not be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

If the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, the class or classes of notes might be treated as equity interests in the trust.  If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including not being able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity.  Alternatively, the trust could be treated as a publicly traded partnership that would not be taxable as a corporation because it would satisfy a safe harbor.  Nonetheless, treatment of notes as equity interests in a publicly traded partnership could have adverse tax consequences to some noteholders.  For example, income to some tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income to non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be subject to some limitations on their ability to deduct their share of trust expenses.

Tax Characterization and Treatment of Notes

Characterization as Debt.  In the opinion of ________________, the offered notes [other than the Class __ notes] will [and, although the conclusion is not free from doubt, the Class __ notes should] be treated as debt for U.S. federal income tax purposes to the extent the offered notes are treated as beneficially owned by a person other than the sponsor.  The depositor, the servicer, the indenture trustee and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.  Neither the opinion of tax counsel nor the agreement to treat the notes as debt is binding on the IRS or the courts.

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For a description of the potential U.S. federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “— Tax Characterization of the Trust” above.

Treatment of Stated Interest.  The stated interest on a note that constitutes qualified stated interest will be taxable to a holder as ordinary income when received or accrued according to the holder’s method of tax accounting.  For stated interest to be qualified stated interest it must be payable at least annually and reasonable remedies must exist to compel timely payment or the terms of the instrument must make late payment or non-payment sufficiently remote for purposes of the original issue discount, or “OID,” rules. [Although stated interest on the Class __ notes can be deferred under certain circumstances, the trust intends to treat the potential deferral as sufficiently remote for purposes of the OID rules and treat the stated interest on the offered notes as qualified stated interest.]

Original Issue Discount.  A holder of notes treated as issued with OID must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, generally under a constant yield method.[The trust does not anticipate issuing the offered notes with any OID.]

[The Class ___ notes will be issued with OID and will be subject to additional rules applicable to “short-term obligations” because they have a maturity date of not more than one year from the date of issuance.  All stated interest payments on short-term obligations are included in their stated redemption price at maturity and, therefore, are treated as OID.  A holder of short-term obligations generally must:

· include amounts treated as OID in income when received or accrued, depending on the holder’s method of accounting,

· include in ordinary income any gain realized on the sale, exchange or retirement of the short-term obligation to the extent of the unrecognized OID (determined as a ratable share of OID over the number of days the short-term obligation is held, or if an election is made regarding the short-term obligation, on the basis of its yield to maturity and daily compounding), and

· defer deductions for interest expense on any indebtedness incurred or continued to purchase or carry the short-term obligation in an amount not exceeding the unrecognized OID until it is recognized.]

Disposition of Notes.  If a noteholder sells or disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note.  The holder’s adjusted tax basis will equal the holder’s cost for the note, increased by any OID and market discount previously included by the noteholder in income on the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by the noteholder on the note.  Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income.  Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information Reporting and Backup Withholding.  The indenture trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status).  Each holder who is not an exempt holder will be required to provide to the indenture trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding.  Should a holder fail to provide the required certification, the indenture trustee will be required to withhold the tax from interest payable to the holder and pay the withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders.  Subject to the application of the FATCA withholding tax described in “—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” below, a

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non-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf and not in connection with the conduct of a U.S. trade or business will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless the non-U.S. noteholder is a direct or indirect 10% or greater shareholder of the trust or a controlled foreign corporation related to the trust.  To qualify for the exemption from taxation, the withholding agent must have received a signed statement from the individual or corporation that:

·is signed under penalties of perjury by the beneficial owner of the note,

·certifies that the beneficial owner is not a U.S. noteholder, and

·provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment before payment to a non-U.S. noteholder (which itself is not a withholding agent).  Generally, this statement is made on an IRS Form W-8BEN or W-8BEN-E (or any substitute form), which generally is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect.  Under some circumstances, an IRS Form W-8BEN or W-8BEN-E can remain effective indefinitely.  The beneficial owner must inform the withholding agent within 30 days of a change in circumstances that makes any information on the form incorrect and furnish a new IRS Form W-8BEN or W-8BEN-E to the withholding agent.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income on its investment in a note is effectively connected with the conduct of a U.S. trade or business would generally be taxed as if the holder was a U.S. noteholder.

Some securities clearing organizations, and other entities who are not beneficial owners, may be able to provide the signed statement to the withholding agent.  However, in this case, the signed statement may require a copy of the beneficial owner’s IRS Form W-8BEN or W-8BEN-E (or the substitute form).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:

· the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, and

· in the case of a foreign individual, the non-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, the holder, although exempt from the withholding tax described above, if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular federal income tax rates.  In addition, if the non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under a tax treaty.

Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities.  A 30% withholding tax generally will apply to payments of interest, and after December 31, 2018, to payments of gross proceeds from the disposition of notes that are made to foreign financial institutions and certain non-financial foreign entities. Withholding tax, imposed under sections 1471 through 1474 of the Internal Revenue Code, or “FATCA,” generally will not apply where payments are made to (i) a foreign financial institution that enters into an agreement with the IRS to, among other requirements, undertake to identify accounts held by certain

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U.S. persons or U.S.-owned foreign entities, report annually certain information about those accounts and withhold tax as may be required by that agreement, or (ii) a non-financial foreign entity that certifies it does not have substantial U.S. owners or furnishes identifying information about each substantial U.S. owner.  Alternative requirements may apply to foreign entities subject to an intergovernmental agreement for the implementation of FATCA.  The FATCA withholding tax applies regardless of whether a payment would be exempt from U.S. non-resident withholding tax (such as under the portfolio interest exemption or as capital gain) and regardless of whether a foreign financial institution is the beneficial owner of a payment.  Prospective noteholders should consult their own tax advisors about the application and requirements of information reporting and withholding under FATCA and any intergovernmental agreement for the implementation of FATCA.

State and Local Tax Considerations

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the trust or the tax consequences to the trust or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax.  Prospective noteholders are encouraged to consult their tax advisors about state and local taxation of the trust and state and local tax consequences of the purchase, ownership and disposition of notes.

ERISA CONSIDERATIONS

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or “ERISA,” and the Internal Revenue Code impose obligations and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code, referred to as “plans,” and some entities (including insurance company general accounts) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans.

Any person who exercises authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan.  Under ERISA’s general fiduciary standards, before investing in the notes, a plan fiduciary should determine, among other factors:

· whether the investment is permitted under the plan’s governing documents,

· whether the fiduciary has the authority to make the investment,

· whether the investment is consistent with the plan’s funding objectives,

· the tax effects of the investment,

· whether under the general fiduciary standards of investment prudence and diversification an investment in the notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and

· whether the investment is prudent considering the factors described in this prospectus.

In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Internal Revenue Code.  A violation of these rules may result in the imposition of significant excise taxes and other liabilities.

Subject to the considerations described below, plans generally may purchase the notes.  A fiduciary of a plan should carefully review with its legal and other advisors whether the purchase, holding or disposition of any notes could give rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the

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Internal Revenue Code, and should consider the restrictions on the purchase, holding and/or disposition of the notes offered by this prospectus.  Unless otherwise stated, references to the purchase, holding and disposition of the notes in these sections also refer to the purchase, holding and disposition of an interest or participation in the notes.

Prohibited Transactions

Whether or not an investment in the notes will give rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the Internal Revenue Code will depend on whether the assets of the trust will be deemed to be “plan assets” of a plan investing in notes issued by the trust.  Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA, or the “plan assets regulation,” a plan’s assets may be deemed to include an interest in the assets of the trust if the plan acquires an “equity interest” in the trust and none of the exceptions in the plan assets regulation are applicable.  In general, an “equity interest” is defined under the plan assets regulation as any interest in an entity other than an instrument which is treated as indebtedness under local law and which has no substantial equity features.

The depositor believes that the notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation.  This assessment is based on the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, traditional default remedies, and on the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the notes are treated as debt for ERISA purposes, the purchase, holding and disposition of the notes by or on behalf of a plan could be considered to give rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the owner trustee, the indenture trustee, any underwriter or any of their affiliates, including Ford Credit, is or becomes a “party in interest” under ERISA or a “disqualified person” under Section 4975 of the Internal Revenue Code for the plan.  In this case, exemptions from the prohibited transaction rules could apply to the purchase, holding and disposition of notes by or on behalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a note and the relationship of the party in interest to the plan investor.  Included among these exemptions are:

· prohibited transaction class exemption 84-14, regarding transactions effected by qualified professional asset managers,

· prohibited transaction class exemption 90-1, regarding transactions entered into by insurance company pooled separate accounts,

· prohibited transaction class exemption 91-38, regarding transactions entered into by bank collective investment funds,

· prohibited transaction class exemption 95-60, regarding transactions entered into by insurance company general accounts, and

· prohibited transaction class exemption 96-23, regarding transactions effected by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide an exemption for some transactions between a plan and a person that is a party in interest or disqualified person for a plan solely by reason of providing services to the plan or having a relationship with a service provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a fiduciary for the assets of the plan involved in the transaction), if the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction.  However, even if the conditions in one or more of these exemptions are met, the scope of relief may not necessarily cover all acts that might be construed as prohibited transactions.

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Any plan that purchases, holds or disposes of the notes will be deemed to have represented that its purchase, holding or disposition of the notes is not and will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

Benefit Plans Not Subject to ERISA or Internal Revenue Code

Some employee benefit plans, such as governmental plans, foreign plans and some church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code.  However, these plans may be subject to other federal, state, local or non-U.S. laws or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.  In addition, a plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code.  Each plan that is subject to laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code, and each person acting on behalf of or investing the assets of such a plan, that purchases, holds or disposes of notes will be deemed to have represented that its purchase, holding and disposition of the notes is not and will not result in a non-exempt violation of these similar laws or regulations.

UNDERWRITING

The depositor and the underwriters named below have entered into an underwriting agreement for the notes offered by this prospectus.  Subject to some conditions, each underwriter agreed to purchase the principal amount of the offered notes indicated in the following table:

Underwriters	Class A-1 Notes	Class A-2[a] Notes	[Class A-2b Notes]
	$	$	$
Total	$	$	$

Underwriters	Class A-3 Notes	Class A-4 Notes	[Class B Notes]	[Class C Notes]
	$	$	$	$
Total	$	$	$	$

The depositor [will retain __% of each class of notes and] may retain some or all of one or more classes of the notes.  [The depositor’s retention of __% of each class of notes will be held by the depositor in satisfaction of the sponsor’s risk retention obligation under Regulation RR and may not be sold.  The remaining notes] [These notes] may be sold, subject to the requirements in the indenture, directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of these notes.  If these notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions.  These notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

All classes of notes must be issued and purchased (or retained by the depositor) for any offered notes to be issued and purchased by the underwriters.

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The underwriters will resell the offered notes to the public.  The selling concessions that the underwriters may allow to some dealers, and the discounts that those dealers may reallow to other dealers, expressed as a percentage of the initial principal amount of each class of notes, are indicated in the following table.  Due to sales to affiliates, one or more of the underwriters may be required to forego a minor portion of the selling concessions they would otherwise receive.

	Selling Concessions not to exceed	Reallowances not to exceed
Class A-1 notes	%	%
Class A-2[a] notes	%	%
[Class A-2b notes	%	%	]
Class A-3 notes	%	%
Class A-4 notes	%	%
[Class B notes	%	%	]
[Class C notes	%	%	]

Each class of notes is a new issue of securities with no established trading market.  The underwriters have advised the depositor that they intend to make a market in the classes of the offered notes purchased by them but they are not obligated to do so and may discontinue market-making at any time without notice.  It is not certain that a secondary market for the notes will develop or about the liquidity of any trading market for the notes.  If a secondary market for the notes does develop, it might end at any time or it might not be sufficiently liquid to allow noteholders to resell any of the notes.

In connection with the sale of the notes, the underwriters may, to the extent permitted by Regulation M under the Securities Exchange Act of 1934, engage in:

· over-allotments, in which members of the selling syndicate sell more notes than the seller actually sold to the syndicate, creating a syndicate short position,

· stabilizing transactions, in which purchases and sales of the notes may be made by the members of the selling syndicate at prices that do not exceed a stated maximum,

· syndicate covering transactions, in which members of the selling syndicate purchase the notes in the open market after the distribution is completed to cover syndicate short positions, and

· penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of the notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be.  These transactions, if begun, may be discontinued at any time.

The depositor and Ford Credit will indemnify the underwriters against specific liabilities, including liabilities under the federal securities laws, or contribute to payments the underwriters may be required to make for those liabilities.

The trust may invest the funds in its bank accounts in obligations issued by the underwriters or their affiliates.

In the ordinary course of their businesses, the underwriters and their affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking transactions with the sponsor, the depositor, the servicer and their affiliates.

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On request by a noteholder who received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly deliver, without charge, a paper copy of this prospectus.

LEGAL OPINIONS

________________ will review or provide opinions on legal matters relating to the notes and some U.S. federal income tax and other matters for the trust, the depositor and the servicer.  ________________ will review or provide opinions on some legal matters relating to the notes and other matters for the underwriters.  [_______ has from time to time represented Ford Credit and its affiliates on other matters.]

WHERE YOU CAN FIND MORE INFORMATION

The depositor, as originator of the trust, filed with the SEC a registration statement, Registration No. 333-_______ under the Securities Act of 1933, for the notes offered by this prospectus.  Forms of the transaction documents described in this prospectus are included as exhibits to the registration statement.  You may read and copy the registration statement and any notices, reports, statements or other materials filed by the trust, Ford Credit or the depositor at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m.

You may obtain more information about the operation of the Public Reference Room and copying costs by calling the SEC at 1-800-SEC-0330.  The SEC maintains a website at http://www.sec.gov where you can find reports, information statements and other information for registrants that file electronically with the SEC.  You may obtain more information about Ford and Ford Credit at www.ford.com and www.fordcredit.com.

The servicer will file for the trust annual reports on Form 10-K, monthly distribution reports on Form 10-D, [monthly asset level data for the reference pool on Form ABS-EE], any required current reports on Form 8-K, and amendments to these reports with the SEC.  A copy of any reports may be obtained by any noteholder by request to the indenture trustee or the depositor.

INCORPORATION OF DOCUMENTS BY REFERENCE

The trust “incorporates by reference” some information it files with the SEC, which means that the trust can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  Information that the trust files later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus.  [The trust incorporates the asset level data and information included as exhibits to the Form ABS-EE filed with the SEC by the date of filing of this prospectus with the SEC].  The trust also incorporates by reference any current reports on Form 8-K later filed by or on behalf of the trust before the termination of the offering of the notes (including any market-making transactions for the notes unless exempt from the registration requirements of the Securities Act).

The depositor will provide without charge to each person, including any beneficial owner of the notes, to whom a copy of this prospectus is delivered, on request, a copy of any of the documents incorporated in this prospectus by reference.

Requests for copies should be directed to:

Ford Credit Auto Lease Two 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 number:  (313) 594-3495

Email: FSPEMgt@ford.com

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GLOSSARY OF TERMS

The definitions of some terms that are used in this prospectus and in Annexes A and B to this prospectus are listed below.

(1)   The “adjusted MSRP” for a leased vehicle is the manufacturer’s suggested retail price, or “MSRP,” of the leased vehicle plus the value of any dealer installed accessories and vehicle charging stations installed as part of the lease minus the value of any equipment removed from the leased vehicle.

(2)   The “acquisition cost” of a lease is the adjusted capitalized cost minus the acquisition fee.  The “acquisition cost” of a lease is also equal to the sum of (i) the base monthly payments due under the lease, plus (ii) the contract residual value of the leased vehicle, minus (iii) the lease charges and the acquisition fee included in the lease.

(3)   The “ALG base residual value” for a leased vehicle is (a) the ALG residual value for the leased vehicle or (b) if the servicer does not have the ALG residual value for the leased vehicle, the oldest ALG mark-to-market that the servicer has for the leased vehicle.

(4)   The “ALG mark-to-market” for a leased vehicle is the residual value for the leased vehicle on the current scheduled lease end date of the related lease as forecasted by ALG after the beginning of the lease assuming wholesale average condition.(1)  The ALG mark-to-market values used in determining ALG base residual values are the oldest ALG mark-to-market values that the servicer has for those leased vehicles.  The ALG mark-to-market values shown in Annex A are the most recent ALG mark-to-market values that the servicer has for the leased vehicles in the reference pool.

(5)   The “ALG residual value” for a leased vehicle is the residual value for the leased vehicle as forecasted by ALG at the beginning of the related lease assuming wholesale average condition.(1)

(6)   The “base monthly payments” due under a lease equal the adjusted capitalized cost minus the contract residual plus the lease charges (based on an implicit interest rate, called a “lease factor”) included in the lease.  A customer’s total monthly payment also includes any sales or use taxes imposed on the base monthly payments, but these amounts and amounts to cover applicable personal property taxes and similar government charges are not included in collections and will not be available to make payments on the exchange note.

(7)   The “base residual value” for a leased vehicle is the lesser of (a) the contract residual value and (b) the ALG base residual value.

(8)   The “contract residual value” for a leased vehicle is the residual value of the vehicle stated in the related lease.

(9)   The “lease factor” is the implicit interest rate used to calculate the lease charges that are included in determining the base monthly payments due under a lease.

(10)The “remaining scheduled base monthly payments plus base residual value” is the sum, as of the cutoff date, of (a) the remaining scheduled base monthly payments under the lease and (b) the base residual value of the related leased vehicle.

(11)The “residual portion of securitization value” for a leased vehicle is the portion of securitization value that is attributable to the base residual value (i.e., the present value of the base residual value of the leased vehicle).

(12)The “securitization value” of a lease is the sum of the present values, as of the cutoff date, of (a) the remaining scheduled base monthly payments under the lease plus (b) the base residual value of the related leased vehicle.  The present value is computed (i) using a discount rate equal to the higher of

116

the lease factor used to calculate the base monthly payment under the lease and __%, (ii) on the basis of a 360-day year of twelve 30-day months, (iii) assuming that each base monthly payment is made as scheduled with no prepayments, delays or defaults, and (iv) assuming that each leased vehicle is returned and sold for an amount equal to its base residual value in the month after the month in which the final base monthly payment is due.  The aggregate securitization value of the leases in the reference pool is also referred to as the “total securitization value.”

Each month during this securitization transaction, the securitization value of each lease will be recalculated to reflect the fact that (a) fewer scheduled base monthly payments remain and (b) the discounting period is shorter.  At the beginning of the month in which a lease reaches its original scheduled lease end date or the related leased vehicle is returned or repossessed, the securitization value of the lease will equal the base residual value of the related leased vehicle.  The securitization value of a lease will be zero (i) after the end of the month in which (A) the lease is marked as paid in full or closed (including where the lease is charged off) in the servicer’s servicing system or (B) the related leased vehicle is sold or (ii) at the beginning of the sixth month after the month in which the lease reaches its original scheduled lease end date or the related leased vehicle is returned or repossessed.

___________

(1)ALG residual values and ALG mark-to-market values represent ALG’s forecasts of the value of used vehicles in the future.  In making these forecasts, ALG takes into account a number of factors that will affect the value of each leased vehicle in the future, including the characteristics of the lease and the leased vehicle.  ALG also makes predictions about a number of factors that affect the supply and demand for used vehicles and used vehicle pricing.  None of these factors can be predicted with certainty.  Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.  For more information about these factors, you should read “Risk Factors – Residual value losses could result in losses on your notes” and “– Performance of the reference pool is uncertain and market factors may reduce used vehicle prices and you could incur losses on your notes if an economic downturn occurs.”  As a result, the ALG information cannot be relied on as fact.

117

INDEX OF DEFINED TERMS

ABS	79
acquisition cost	119
adjusted capitalized cost	33
adjusted MSRP	119
ALG	38
ALG base residual value	119
ALG mark-to-market	119
ALG residual value	119
asset representations reviewer	100
available funds	11
base monthly payments	33, 119
base residual value	10, 119
calculation agent	9
Class A notes	9
clean up call	9
closing date	8
collections	60
contract residual value	119
controlling class	13
cutoff date	8
delinquency trigger	56
depositor	8
Dodd-Frank Act	23
DTC	75
eligible asset representations reviewer	100
ERISA	114
event of default	71
exchange note	32
exchange note available funds	60
exchange note default	66
exchange note supplement	59
facility default	65
FATCA	113
first priority principal payment	68
floating rate notes	9
Ford	8
Ford Credit	8
HTD	8

indenture trustee	97
IRS	110
lease factor	33, 119
LIBOR	66
LIBOR determination date	66
LKE program	50
LTV	34
notes	9
NRSRO	28
offered notes	9
OID	111
owner trustee	96
payment date	9
plans	114
prepayments	78
priority principal payments	68
PTI	34
rating agencies	15
rating agency condition	74
reference pool	8
regular principal payment	68
remaining scheduled base monthly payments plus base residual value	119
residual portion of securitization value	119
responsible person	55
review leases	57
SEC	3
second priority principal payment	68
securitization value	10, 120
servicer	10
servicer termination event	90
shared amounts	65
short-term obligations	111
targeted overcollateralization amount	78
titling company	8
total securitization value	10, 120
trust	8

118

Annex A

COMPOSITION OF THE REFERENCE POOL

The tables in this Annex A show the characteristics of the reference pool on the cutoff date, which is ________, 20__.  The percentages in the tables in this Annex A may not sum to 100.00% due to rounding.  The definitions of certain terms used in this Annex A are listed in “Glossary of Certain Terms.”

The ALG mark-to-market values shown in this Annex A for the reference pool are based on ALG’s ________, 20__ edition.  ALG residual values and ALG mark-to-market values represent ALG’s forecasts of the value of used vehicles in the future.  In making these forecasts, ALG takes into account a number of factors that will affect the value of each leased vehicle in the future, including the characteristics of the lease and the leased vehicle.  ALG also makes predictions about a number of factors that affect the supply and demand for used vehicles and used vehicle pricing.  None of these factors can be predicted with certainty.  Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.  For more information about these factors, you should read “Risk Factors — Residual value losses could result in losses on your notes” and “— Performance of the reference pool is uncertain and market factors may reduce used vehicle prices.”  As a result, the ALG information cannot be relied on as fact.

Pool Composition Summary

Number of Leases
Initial Total Securitization Value	$
Residual Portion of Securitization Value	$
Residual Portion of Securitization Value(1)		%
Base Monthly Payments plus Base Residual Value	R
Base Residual Value	$
Base Residual Value(2)		%
Base Residual Value(1)		%
Weighted Average(3) Original Term	months
Weighted Average(3) Remaining Term	months
Weighted Average(3) FICO® score(4) at Origination
Percentage FICO® score(4) less than 650(1)		%
Percentage No FICO® score consumer(1)(5)		%
Weighted Average(3) Lease Factor		%
Weighted Average(3) LTV(6) at Origination		%
Weighted Average(3) PTI(7) at Origination		%
Commercial Use Leases(1)(8)		%
Minimum Discount Rate Used to Calculate Securitization Value		%

(1)As a percentage of the initial total securitization value.

(2)As a percentage of base monthly payments plus base residual value.

(3)Weighted averages are weighted by the securitization value of each lease on the cutoff date.

(4)Excludes leases representing __% of the initial total securitization value that have primary lessees who do not have FICO® scores because they (a) are not individuals and use the leased vehicles for commercial purposes, or (b) are individuals with minimal or no recent credit history.  For a description of FICO® scores, you should read “Sponsor and Servicer – Origination, Underwriting and Purchasing” in the prospectus.  It is not certain that FICO® scores will be an accurate predictor of the likelihood of repayment of the related lease or that any lessee’s credit score would not be lower if obtained on the cutoff date.

(5)Leases with lessees who are individuals with minimal or no recent credit history.

(6)The LTV for a lease for purposes of this table is the acquisition cost divided by the wholesale value of the leased vehicle.

(7)The PTI for a lease is the base monthly payment divided by the monthly combined income of the lessee and any co-lessee.  Excludes commercial use leases with a business entity as primary obligor. Also excludes a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that PTI is unreliable.

(8)Leases with obligors who use the leased vehicle for commercial purposes.  These customers may be either business entities or individuals.

A-1

Lease Characteristics

	Adjusted MSRP	Acquisition Cost	Remaining Scheduled Base Monthly Payments Plus Base Residual Value	Securitization Value
Average	$	$	$	$
Highest
Lowest
Total

Residual Characteristics

	Contract Residual Value	ALG Base Residual Value	Base Residual Value(1)	Residual Portion of Securitization Value	ALG Mark-to-Market
Average	$	$	$	$	$
Highest
Lowest
Total
Total as a % of Initial Total Securitization Value			%	%

(1)The ALG base residual values for the leased vehicles in the reference pool are generally lower than the contract residual values of those vehicles.  As a result, the base residual value of __% of the leased vehicles in the reference pool by securitization value equals the ALG base residual value of the leased vehicle, with ___% equal to the ALG residual value and __% equal to the oldest ALG mark-to-market value that the servicer has for the leased vehicles.

A-2

Distribution by Original Term of Leases

Original Term	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
		%	$	$	$	%	$	%	$	$
Total		%	$	$	$	%	$	%	$	$

Distribution by Year of Origination of Leases

Origination Year	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
		%	$	$	$	%	$	%	$	$
Total		%	$	$	$	%	$	%	$	$

Distribution by Scheduled Termination Date of Leases

Scheduled Termination Date (by quarter)(1)	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
20__-Q1		%	$	$	$	%	$	%	$	$
Q2
Q3
Q4
Total		%	$	$	$	%	$	%	$	$

(1)The scheduled termination date is assumed to be in the month after the month in which the final base monthly payment is due.

A-3

Geographic Distribution of Leases

State(1)	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
		%	$	$	$	%	$	%	$	$
Total		%	$	$	$	%	$	%	$	$

(1)States representing greater than ____% of initial total securitization value based on the billing address of the lessee on the cutoff date.

Distribution by Vehicle Type of Leases

Vehicle Type	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
Car		%	$	$	$	%	$	%	$	$
CUV
SUV
Truck
Total		%	$	$	$	%	$	%	$	$

Distribution by Vehicle Make of Leases

Vehicle Make	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
		%	$	$	$	%	$	%	$	$
Total		%	$	$	$	%	$	%	$	$

A-4

Distribution by Vehicle Model of Leases

Vehicle Model(1)	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
		%	$	$	$	%	$	%	$	$
Total		%	$	$	$	%	$	%	$	$

(1)Models representing greater than ____% of initial total securitization value.

A-5

Distribution by FICO® Score of Leases

FICO® Score(1)	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
Greater than 749		%	$	$	$	%	$	%	$	$
700 - 749
650 - 699
600 - 649
Less than 600
Commercial(2)
No FICO® score(3)
Total		%	$	$	$	%	$	%	$	$

_______________

(1)Based on the FICO® score of the primary lessees on the origination date of the leases.  For a description of FICO® scores, you should read “Sponsor and Servicer – Origination, Underwriting and Purchasing.”  It is not certain that FICO® scores will be an accurate predictor of the likelihood of repayment of the related lease or that any primary lessee’s credit score would not be lower if obtained on the cutoff date.

(2)Represents leases with primary lessees that are not individuals and that use the leased vehicles for commercial purposes.  For a description of commercial accounts, you should read “Sponsor and Servicer –Commercial Accounts.”

(3)Represents leases with primary lessees who are individuals with minimal or no recent credit history.

Distribution by Lease Factor of Leases

Lease Factor(1)	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
0.00 - 0.99%		%	$	$	$	%	$	%	$	$
1.00 - 1.99
2.00 - 2.99
3.00 - 3.99
4.00 - 4.99
5.00 - 5.99
6.00 - 6.99
7.00 - 7.99
8.00 - 8.99
9.00 - 9.99
10.00 - 10.99
11.00 - 11.99
12.00 - 12.99
13.00 or greater
Total		%	$	$	$1	%	$	%	$	$

_______________

(1)The lease factor for ____% of the leases in the reference pool by securitization value is less than or equal to ____%, the minimum discount rate used to calculate securitization value.

A-6

Distribution by LTV of Leases

LTV(1) Range	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
Less than 86%		%	$	$	$	%	$	%	$	$
86 – 100
101 – 115
116 – 130
Greater than 130
Total		%	$	$	$	%	$	%	$	$

_______________

(1)The LTV for a lease for purposes of this table is the acquisition cost divided by wholesale value of the leased vehicle.

Distribution by PTI of Leases

PTI(1) Range	Number of Leases		Adjusted MSRP	Acquisition Cost	Securitization Value		Base Residual Value		Residual Portion of Securitization Value	ALG Mark-to-Market
Less than 11%		%	$	$	$	%	$	%	$	$
11 – 15
16 – 20
Greater than 20
Unavailable(2)
Total		%	$	$	$1	%	$	%	$	$

_______________

(1)The PTI for a lease is the base monthly payment divided by the monthly combined income of the lessee and any co-lessee.

(2)Represents commercial use leases with a business entity as the primary obligor and advance payment plan leases. Also represents a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that PTI is unreliable.

A-7

Payment Schedule of Leases

The following table shows the decline in the securitization value of the reference pool and the payments that will be received each month on the reference pool assuming (1) each base monthly payment is made as scheduled with no prepayments, delays or defaults and (2) each leased vehicle is returned and sold for an amount equal to the base residual value in the month after the month in which the final base monthly payment is due.

Month	Securitization Value	ScheduledBase Monthly Payments	Base Residual Value
Initial Balance
20__ –
20__ –
20__ –
20__ –
Total
Total Scheduled Base Monthly Payments plus Base Residual Value			$
Total Base Residual Value as % of Total Scheduled Base Monthly Payments plus Base Residual Value			%

A-8

Annex B

STATIC POOL INFORMATION — PRIOR SECURITIZED POOLS

This Annex contains static pool information about prior reference pools of leases and leased vehicle that were securitized by Ford Credit.  The information in this Annex consists of summary information about the original characteristics of the prior securitized pools, prepayment, delinquency, termination and loss data for the prior securitized pools and graphical presentation of the data.  The original characteristics of the prior securitized pools may differ somewhat from each other and from the characteristics of the reference pool of leases in this securitization transaction described in the prospectus.  This is because Ford Credit’s portfolio of leases and leased vehicles, from which the securitized pools are selected, changes over time.  Despite these differences, the prior securitized pools are generally comparable to the reference pool in the securitization transaction described in the prospectus because these changes have not been significant and Ford Credit’s origination, underwriting and purchasing policies and servicing policies have been generally consistent over time.

[Based on Ford Credit’s experience, the characteristics that are expected to most significantly influence the performance of a securitized pool of leases and leased vehicles are FICO® scores, lease-to-value ratios and payment-to-income ratios of the contracts, the residual effect on the payment amount, and resale values on leased vehicles disposed by Ford Credit.  A securitized pool with lower FICO® scores or with higher lease-to-value and payment-to-income ratios may perform worse comparatively.  Given the consistency of these characteristics across the prior securitized pools and the reference pool in this securitization transaction, any difference in performance in the reference pool compared to prior securitized pools may be more influenced by general macroeconomic conditions than differences in these characteristics.  In addition, while the historical loss performance of commercial use contacts has been comparatively better than for personal use contracts, commercial use obligors are generally small businesses or self-employed and may experience more severe loss performance in an economic or industry specific downturn.]

[In addition, although the selection criteria used for the leases in the prior securitized pools have changed over time, these changes do not diminish the general comparability of the prior securitized pools to the reference pool in the securitization transaction described in the prospectus.]  Prepayments, delinquencies, terminations or losses for the reference pool in the securitization transaction described in the prospectus may differ from the information shown in this Annex for prior securitized pools.

The definitions of certain terms used in this Annex B are listed below.  The definitions of other terms used in this Annex B are listed in “Glossary of Certain Terms” in the prospectus, [except that, for purposes of Ford Credit Auto Lease Trust 20__-_ the “base residual value” for a leased vehicle is the lesser of the contract residual value and the ALG residual value for the leased vehicle].

ALG residual values and ALG mark-to-market values represent ALG’s forecasts of the value of used vehicles in the future.  In making these forecasts, ALG takes into account a number of factors that will affect the value of each leased vehicle in the future, including the characteristics of the lease and the leased vehicle.  ALG also makes predictions about a number of factors that affect the supply and demand for used vehicles and used vehicle pricing.  None of these factors can be predicted with certainty.  Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events.  For more information about these factors, you should read “Risk Factors — Residual value losses could result in losses on your notes” in this prospectus supplement and “Risk Factors — Performance of the reference pool is uncertain” in the prospectus.  As a result, the ALG information cannot be relied on as fact.

A lease is considered to have “defaulted” if (1) the lease has been charged off or (2) the related leased vehicle was repossessed.  A lease is not considered to have defaulted if the leased vehicle has been returned, even if the lessee does not pay the full amounts owing under the lease before the lease is closed in Ford Credit’s servicing system, including the full amounts assessed under the lease for excess mileage and/or excess wear and use.

The “gross credit loss” on a default equals (1) the securitization value of the lease as of the end of the month before the lease defaults, plus (2) the costs associated with repossession and disposition of the leased vehicle, plus (3) [the amount of any outstanding servicer advances as of the end of the month

B-1

before the lease defaults, minus (4)] the net sale proceeds, if any, from the sale of the leased vehicle, minus [(4)][(5)] any amounts paid by or on behalf of the related lessee after Ford Credit processes the default and before the lease is closed in Ford Credit’s servicing system.

The “loss (gain)” (1) for each leased vehicle returned and sold equals (a) the securitization value of the related lease as of the end of the month before Ford Credit processes the return of the leased vehicle, plus (b) [the amount of any outstanding servicer advances for the related lease as of the end of the month before Ford Credit processes the return of the leased vehicle, minus (c)] the net sale proceeds from the sale of the leased vehicle, minus [(c)][(d)] any amounts paid by or on behalf of the related lessee after Ford Credit has processed the return of the leased vehicle and before the related lease is closed in Ford Credit’s servicing system, minus [(d)][(e)] any base monthly payments that, as of the end of the month before Ford Credit processes the return of the leased vehicle, had been paid before the month in which they are due, and (2) for each leased vehicle purchased pursuant to a lease equals (a) the securitization value of the related lease as of the end of the month before Ford Credit processes the purchase of the leased vehicle, plus (b) [the amount of any outstanding servicer advances for the related lease as of the end of the month before Ford Credit processes the purchase of the leased vehicle, minus (c)] any amounts paid by or on behalf of the related lessee in connection with the purchase of the leased vehicle, minus [(c)][(d)] any base monthly payments that, as of the end of the month before Ford Credit processes the purchase of the leased vehicle, had been paid before the month in which they are due.

“Recoveries” are amounts collected after a lease has been charged off or closed in Ford Credit’s servicing system and are net of all external costs associated with continued collection efforts, including legal fees.

The “residual loss (gain)” on a leased vehicle that is returned and sold equals (1) the residual portion of securitization value as of the end of the month before Ford Credit processes the return of the leased vehicle, minus (2) the amounts assessed for excess mileage and/or excess wear and use, minus (3) the net auction proceeds from the sale of the leased vehicle.

The percentages in the tables in this Annex B may not sum to 100.00% due to rounding.

The following footnotes are applicable to the static pool information for each of the prior securitized reference pools included in this Annex:

(1)Weighted averages are weighted by the securitization value of each lease on the cutoff date for the prior securitization transaction.

(2)Percentage of initial total securitization value.

(3)Excludes leases with lessees who do not have FICO® scores because they (1) are not individuals and use the leased vehicles for commercial purposes, or (2) are individuals with minimal or no recent credit history.

(4)Leases with lessees who are individuals with minimal or no recent credit history.

(5)LTV for a lease for purposes of this table is the acquisition cost divided by the wholesale value of the leased vehicle.

(6)PTI for a lease is the base monthly payment divided by the monthly combined income of the applicant and any co-applicant.  Excludes commercial use leases with a business entity as primary obligor.  Also excludes a limited number of leases where the applicant stated no income or negligible income and leases where Ford Credit has determined that PTI is unreliable.

(7)Commercial Use Leases are leases with lessees who use the leased vehicle for commercial purposes.  These customers may be either business entities or individuals.

(8)[Vehicle type reflects classification of 2011 and newer model year Explorers and 2013 and newer model year Escapes as CUVs rather than SUVs.]

(9)Based on the billing addresses of the lessees on the cutoff date for the prior securitization transaction.

B-2

(10)Values reported for securitization value and residual portion of securitization value are as of the end of the month.  Values reported for total note balance are as of the payment date relating to such month after giving effect to all payments to be made on the payment date.

(11)The “prepayment speed” for any month equals (1) the monthly survival factor, divided by (2) 1 plus ((a) the monthly survival factor, times (b) the seasoning), in each case for the month.

The “monthly survival factor” for any month equals 1 minus ((1)(a) the actual total securitization value of the reference pool, divided by (b) the scheduled total securitization value of the reference pool, in each case at the beginning of the next month, divided by (2)(a) the actual total securitization value of the reference pool, divided by (b) the scheduled total securitization value of the reference pool, in each case at the beginning of the month).

“Seasoning” for the first month equals (1) the weighted average original term of the reference pool, minus (2) the weighted average remaining term of the reference pool, in each case as of the cutoff date. Seasoning for each subsequent month equals the seasoning for the prior month plus 1.

The “scheduled total securitization value of the reference pool” equals the total securitization value of the reference pool assuming (1) each base monthly payment is made as scheduled with no prepayments, delays or defaults and (2) each leased vehicle is returned and sold for an amount equal to its base residual value in the month after the month in which the final base monthly payment is due.

(12)The period of delinquency is the number of days that more than $49.99 of a scheduled payment is past due, excluding leases that have reached their original scheduled lease end date (including leases with payment or term extensions), defaulted or been removed and leases for which the leased vehicle has been returned or retained.  The dollar amounts represent the aggregate securitization value of the delinquent leases at the end of the month.  Delinquencies include leases with bankrupt obligors but exclude leases with leased vehicles in repossession status or that have been charged off by the servicer.

(13)Number of scheduled terminations is the number of leases that are scheduled to terminate during the month assuming each base monthly payment is made as scheduled with no prepayments, delays or defaults and each lease terminates in the month after the month in which the final base monthly payment is due.

(14)Number of defaults is the number of leases that defaulted during the month.

(15)Number of vehicles returned and sold is the number of leased vehicles that were returned and that have been sold by the end of the month.

(16)Number of vehicles retained is the number of leased vehicles that were purchased pursuant to the lease during the month.

(17)Number of vehicles removed is the number of leases and leased vehicles removed by the servicer during the month because (1) the representations made by it about the lease and leased vehicle were discovered to have been untrue, were not cured and had a material adverse effect on the lease or leased vehicle, (2) its servicing materially impaired the lease or leased vehicle, (3) it (a) changed the amount of the base monthly payment due under the lease or (b) granted [(i) for trusts prior to Ford Credit Auto Lease Trust 2013-A, a payment extension resulting in the current scheduled lease end date of the lease being later than the final scheduled payment date of the most junior class of notes issued by the related trust or any term extension or (ii) for Ford Credit Auto Lease Trust 2013-A and later trusts, ]a payment or term extension resulting in the current scheduled lease end date of the lease being later than the final scheduled payment date of the most junior class of notes issued by the related trust or (4) the leased vehicle was no longer owned by a titling company.

(18)Return rate equals the percentage equivalent to (1) the number of vehicles returned and sold, divided by (2) the sum of (a) the number of defaults, (b) the number of vehicles returned and sold, (c) the number of vehicles retained and (d) the number of vehicles removed, in each case for the month.

B-3

(19)Securitization value factor represents the securitization value, as a percentage of the initial total securitization value.

(20)Cumulative net credit loss equals (1) cumulative loss (gain) minus (2) cumulative residual loss (gain) on vehicles returned and sold minus (3) cumulative loss (gain) on vehicles retained.

B-4

Ford Credit Auto Lease Trust 20__-_

Original Pool Characteristics

Closing Date			Weighted Average(1) LTV(5) at Origination
Cutoff Date			Weighted Average(1) PTI(6) at Origination
First Payment Date			Percentage Commercial Use Receivables(2)(7)
Total Note Balance	$		Percentage New Vehicle(2)	%
Number of Leases			Percentage of Vehicle Type(2)(8)	%
Minimum Discount Rate Used to Calculate Securitization Value		%	Car	%
Initial Total Securitization Value	$		SUV
Average	$		CUV
Highest	$		Truck
Lowest	$		Percentage of Vehicle Make(2)	%
Total Adjusted MSRP	$		Ford	%
Total Base Residual Value	$		Lincoln
Average	$		[Make]
Highest	$		Percentage of Top 10 Vehicle Models(2)	%
Lowest	$		[Model]	%
Total as % of Initial Total Securitization Value		%	[Model]
Total Residual Portion of Securitization Value	$		[Model]
Average	$		[Model]
Highest	$		[Model]
Lowest	$		[Model]
Total as % of Initial Total Securitization Value		%	[Model]
Total ALG Mark-to-Market (   -      20  )	$		[Model]
Original Term(2)			[Model]
24 months		%	[Model]
[27]			Percentage in Top 8 States(2)(9)	%
36			[State]	%
[39]			[State]
48			[State]
[  ]			[State]
Weighted Average(1) Original Term	months		[State]
Weighted Average(1) Remaining Term	months		[State]
Weighted Average(1) Lease Factor		%	[State]
Weighted Average(1) FICO® Score(3) at Origination		%	[State]
Percentage FICO® Score(3) less than 650(2)		%
Percentage No FICO® Score Consumer(2)(4)		%

See page B-1 for definitions and footnotes

Balances, Prepayments and Delinquencies

			Residual Portion of
	Securitization	Total Note	Securitization	Prepayment		Delinquencies(12)
Month	Value(10)	Balance(10)	Value(10)	Speed(11)		31-60 Days	61-90 Days	91-120 Days	121+ Days	61+ Days
1	$	$	$		%	$	$	$	$	%
2
3
4
5
6
7
8
9
10

See page B-1 for definitions and footnotes

B-5

Ford Credit Auto Lease Trust 20__-_

Terminations

Month	Number of Scheduled Terminations(13)	Number of Defaults(14)	Number of Vehicles Returned and Sold(15)	Number of Vehicles Retained(16)	Number of Vehicles Removed(17)	Return Rate(18)
1							%
2
3
4
5
6
7
8
9
10

See page B-1 for definitions and footnotes

Losses

Month	Gross Credit Losses on Defaults	Loss (Gain) on Vehicles Returned and Sold	Loss (Gain) on Vehicles Retained	Recoveries	Total Loss (Gain)	Cumulative Loss (Gain)	Cumulative Loss (Gain) as a % of Initial Total Sec. Value	Cumulative Residual Loss (Gain) on Vehicles Returned and Sold
1	$	$	$	$	$	$	%	$
2
3
4
5
6
7
8
9
10

See page B-1 for definitions and footnotes

B-6

Ford Credit Auto Lease Trust 20__-_

See pages B1 to B-4 for definitions and footnotes

B-7

Ford Credit Auto Lease Trusts

Delinquency Information.  The graph below shows delinquency information for Ford Credit’s prior securitized pools of leases for all transactions issued since 2010.  .

Cumulative Net Loss Information.  The graph below shows cumulative net loss information for Ford Credit’s prior securitized pools of leases for all transactions issued since 2010.

See pages B-1 to B-4 for definitions and footnotes

B-8

You should rely only on the information in or incorporated by reference into this prospectus.  Ford Credit has not authorized anyone to give you different information.  You should not rely on the accuracy of the information in this prospectus for any date other than on its date.  Ford Credit is not offering the notes in any state where their offer is not permitted. Ford Credit Auto Lease Two LLC Depositor Ford Motor Credit Company LLC Sponsor and Servicer	Ford Credit Auto Lease Trust 20___-___ Issuing Entity or Trust
	$____________		Class A-1 __% Asset Backed Notes
	[$____________	{	Class A-2[a]__% Asset Backed Notes
			[Class A-2b Floating Rate Asset Backed Notes]
	$____________		Class A-3 __% Asset Backed Notes
	$____________		Class A-4 __% Asset Backed Notes
	[$___________		Class B __% Asset Backed Notes]
	[$___________		Class C __% Asset Backed Notes]
	PROSPECTUS
Dealer Prospectus Delivery Obligation.  Until 90 days after the date of this prospectus dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and for their unsold allotments or subscriptions.	[NAMES OF UNDERWRITERS]

PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12.  Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offering described in this registration statement.

Securities and Exchange Commission(1)(2)	$	881,125
Rating agency fees	$	2,909,811
Printing	$	298,256
Legal fees and expenses	$	1,163,924
Accountants’ fees	$	581,962
Fees and expenses of Indenture Trustee	$	109,118
Fees and expenses of Owner Trustee	$	50,922
Fees and expenses of Asset Representations Reviewer	$	136,397
Total	$	6,131,515

(1)Includes registration of an indeterminate amount of asset-backed securities that may be sold in market-making transactions from time to time by Ford Motor Credit Company LLC.

(2)$314,442.92 of registration fees were previously paid in connection with $2,305,300,000 of unsold securities and are being applied to this registration statement pursuant to Rule 457(p) of the Securities Act of 1933.  The registration fee for any additional securities has been estimated for purposes of this table and is deferred in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

ITEM 13. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., provides as follows:

“§ 18-108. Indemnification. — Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.”

ITEM 13.1. Ford Credit Auto Lease Two LLC

Article VII of the Second Amended and Restated Limited Liability Company Agreement of Ford Credit Auto Lease Two LLC provides as follows:

“Section 7.1. Limitation on Liability. Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification. (a) Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any

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court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b) Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c) Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d) No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e) No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

(f) Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3 Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an

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Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.”

ITEM 13.2. CAB East LLC

Article VII of the Second Amended and Restated Limited Liability Company Agreement of CAB East LLC provides as follows:

“Section 7.1. Limitation on Liability. Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification. (a) Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b) Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c) Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d) No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a

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knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e) No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

(f) Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3 Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.”

ITEM 13.3. CAB West LLC

Article VII of the Second Amended and Restated Limited Liability Company Agreement of CAB West LLC provides as follows:

“Section 7.1. Limitation on Liability. Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification. (a) Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and

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will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b) Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c) Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d) No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e) No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

(f) Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3 Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.”

Section 145 of the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq., provides as follows:

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“§ 145.  Indemnification of officers, directors, employees and agents; insurance

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Indemnification provisions of Section 5 of Article NINTH of the Certificate of Incorporation of Ford Motor Company are applicable to directors, officers and employees of Ford Credit Auto Lease Two LLC, CAB East LLC and CAB West LLC who serve as such at the request of Ford Motor Company and provide as follows:

“5.1. Limitation on Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability

(i) for any breach of the director’s duty of loyalty to the corporation or its stockholders,

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

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(iii) under Section 174 of the Delaware General Corporation Law, or

(iv) for any transaction from which the director derived an improper personal benefit.

If the Delaware General Corporation Law is amended after approval by the stockholders of this subsection 5.1 of Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

5.2. Effect of any Repeal or Modification of Subsection 5.1. Any repeal or modification of subsection 5.1 of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

5.3. Indemnification and Insurance.

5.3a. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys’ fees, amounts paid or to be paid in settlement and excise taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii) similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 5.3a of Article NINTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 5.3a of Article NINTH or otherwise.

5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is obligated to pay under subsection 5.3a of this Article NINTH is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation

II-8

(including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

5.3c. Miscellaneous. The provisions of this Section 5.3 of Article NINTH shall cover claims, actions, suits and proceedings, civil or criminal, whether now pending or hereafter commenced, and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. If any part of this Section 5.3 of Article NINTH should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected.

5.3d. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 5.3 of Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

5.3e. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

5.3f. Indemnification of Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 5.3 of Article NINTH with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation.”

Indemnification provisions of Article 10 of the Limited Liability Company Agreement of Ford Motor Credit Company LLC are applicable to directors, officers and employees of Ford Credit Auto Lease Two LLC, CAB East LLC and CAB West LLC who serve as such at the request of Ford Motor Credit Company LLC and provide as follows:

“10.1 Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company will be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

10.2 Directors’ Standard of Care. Each Director of the Company will be deemed to owe to the Company and its Shareholders all of the fiduciary duties that a director of a corporation formed under the DGCL would owe to such corporation and its stockholders. Notwithstanding the previous sentence, however, a Director of the Company will not be personally liable to the Company or any Shareholder for monetary damages for breach of fiduciary duty as a Director, except for liability for: (a) any breach of the Director’s duty of loyalty to the Company or its Shareholders; (b) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; (c) voting for or consenting to a distribution to a Shareholder in violation of Section 18-607 of the Act; or (d) any transaction from which the Director derived an improper personal benefit.

10.3 Indemnification of Directors, Officers, Employees and Agents. To the fullest extent permitted by law, the Company will indemnify and hold harmless each Shareholder, Director, or officer of the Company or any Affiliate of the Company (as defined below) and any officer, director, stockholder,

II-9

partner, employee, representative or agent of any such Shareholder, Director or officer (each, a “Covered Person”) and each former Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts (including any investigation, legal and other reasonable expenses) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person or former Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or that relates to or arises out of the Company or its formation, operation, dissolution or termination or its property, business or affairs. The Company may indemnify any employee, representative or agent of the Company when, as and if determined by the Board of Directors, to the same extent as provided to Covered Persons pursuant to this Section 10.3. A Covered Person or former Covered Person will not be entitled to indemnification under this Section 10.3 with respect to (a) any Claim that a court of competent jurisdiction has determined results from (i) any breach of such Covered Person’s duty of loyalty to the Company or its Shareholders, (ii) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) voting for or consenting to a distribution to a Shareholder in violation of Section 18-607 of the Act, or (iv) any transaction from which such Covered Person derived an improper personal benefit or (b) any Claim initiated by such Covered Person unless such Claim (or part thereof) (i) was brought to enforce such Covered Person’s rights to indemnification under this Agreement or (ii) was authorized or consented to by the Board. For purposes of this Section 10.3, “Affiliate of the Company” means any person or entity controlling, controlled by or under common control with the Company. For the purposes of this definition, “control” of a person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

10.4 Survival. The indemnities under this Article 10 will survive dissolution or termination of the Company.

10.5 Claim Against Company. Each Covered Person or former Covered Person will have a claim against the property and assets of the Company for payment of any indemnity amounts due under this Agreement, which amounts will be paid or properly reserved for prior to the making of distributions by the Company to Shareholders.

10.6 Advancement of Expenses. Expenses incurred by a Covered Person or former Covered Person in defending any Claim will be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person or former Covered Person to repay such amount if it is ultimately determined that such Covered Person or former Covered Person is not entitled to be indemnified by the Company as authorized by this Article 10.

10.7 Repeal or Modification. Any repeal or modification of this Article 10 will not adversely affect any rights of such Covered Person or former Covered Person pursuant to this Article 10, including the right to indemnification and to the advancement of expenses of a Covered Person or former Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

10.8 Rights Not Exclusive. The rights to indemnification and to the advancement of expenses conferred in this Article 10 will not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

10.9 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Agreement or the Act.

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ITEM 14. Exhibits.

(A) Exhibits:

Exhibits	Description
1.1	— Form of Underwriting Agreement for the Notes.*
3.1	— Certificate of Formation of Ford Credit Auto Lease Two LLC.*
3.2	— Second Amended and Restated Limited Liability Company Agreement of Ford Credit Auto Lease Two LLC.*
3.3	— Certificate of Formation of CAB East LLC.*
3.4	— Second Amended and Restated Limited Liability Company Agreement of CAB East LLC.*
3.5	— Certificate of Formation of CAB West LLC.*
3.6	— Second Amended and Restated Limited Liability Company Agreement of CAB West LLC.*
4.1	— Form of Indenture between the Trust and the Indenture Trustee (including form of Notes.)*
4.2	— Second Amended and Restated Credit and Security Agreement among the Borrowers, the Administrative Agent, the Collateral Agent, the Lender and the Servicer (including form of Exchange Note).*
4.3	— Form of 20   -    Exchange Note Supplement among the Borrowers, the Administrative Agent, the Collateral Agent, the Lender and the Servicer.*
5.1	— Opinion of Katten Muchin Rosenman LLP with respect to legality.*
8.1	— Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
10.1	— Form of Amended and Restated Trust Agreement between the Depositor and the Owner Trustee.*
10.2	— Form of Exchange Note Purchase Agreement between the Sponsor and Depositor.*
10.3	— Form of Exchange Note Sale Agreement between the Depositor and the Trust.*
10.4	— Second Amended and Restated Servicing Agreement among the Servicer, the Lender, the Titling Companies and the Collateral Agent.*
10.5	— Form of 20  -   Servicing Supplement among the Servicer, the Lender, the Titling Companies and the Collateral Agent.*
10.6	— Second Amended and Restated Administration Agreement among the Collateral Agent, the Collateral Agent Administrator and the Administrative Agent.*
10.7	— Form of Administration Agreement among the Trust, the Administrator and the Indenture Trustee.*
10.8	— Form of Account Control Agreement among the Trust, the Indenture Trustee and the Securities Intermediary.*
10.9	— Form of Titling Company Account Control Agreement between the Borrowers, the Indenture Trustee and the Securities Intermediary.*
10.10	— Form of Asset Representations Review Agreement among the Trust, the Servicer and the Asset Representations Reviewer.*
23.1	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1).*
23.2	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1).*
24.1	— Powers of Attorney with respect to signatories for Ford Credit Auto Lease Two LLC.*
24.2	— Powers of Attorney with respect to signatories for CAB East LLC.*
24.3	— Powers of Attorney with respect to signatories for CAB West LLC.*
25.1	— Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.**
36.1	— Form of Depositor certification for shelf offerings of asset-backed securities.*
102.1	— Asset data file.***
103.1	— Asset related documents.***

*Filed with this Form SF-3.

**To be filed under Section 305(b)(2) of the Trust Indenture Act of 1939.

***For any offering commencing after November 22, 2016, to be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

II-11

ITEM 15.  Undertakings.

(a)Each undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(A)[Not applicable].

(B)Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 (§ 239.13), Form SF-3 (§ 239.45) or Form F-3 (§ 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of the registration statement.

(C)Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S—1 (§ 239.11), Form SF-1 (§ 239.13 ) or Form SF-3 (§ 239.45 ) or Form S—3 (§ 239.13), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)[Not applicable]

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(5)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)[Not applicable].

(ii)[Not applicable].

(iii)If the registrant is relying on § 230.430D :

(A)Each prospectus filed by the registrant pursuant to §§ 230.424(b)(3) and (h)  shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7)  as part of a registration statement in reliance on § 230.430D relating to an offering made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii)  for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in § 230.430D , for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)If the registrant is relying on § 230.430D , with respect to any offering of securities registered on Form SF—3 (§ 239.45 ), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D .

II-13

(b)Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)[Not applicable]

(d)[Not applicable]

(e)[Not applicable]

(f)[Not applicable]

(g)[Not applicable]

(h)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i)Each undersigned registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j)Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(k)Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant Ford Credit Auto Lease Two LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, State of Michigan on February 2, 2016.

FORD CREDIT AUTO LEASE TWO LLC
(registrant)
By:	/s/ David A. Webb*
	(David A. Webb,
	Chairman of the Board of Managers
	of Ford Credit Auto Lease Two LLC)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following managers and officers of FORD CREDIT AUTO LEASE TWO LLC in the capacities and on the date indicated.

Signature	Title	Date
/s/ David A. Webb*	Chairman of the Board of Managers and	February 2, 2016
(David A. Webb)	President and Assistant Treasurer
	(principal executive officer)
/s/ Marion B. Harris*	Executive Vice President,	February 2, 2016
(Marion B. Harris)	Chief Financial Officer and Treasurer
	(principal financial officer)
/s/ Jane L. Carnarvon*	Manager and Vice President and Controller	February 2, 2016
(Jane L. Carnarvon)	(principal accounting officer)
/s/ Susan J. Thomas*	Manager and Secretary	February 2, 2016
(Susan J. Thomas)

*By:	/s/ Susan J. Thomas
	(Susan J. Thomas, Attorney-in-fact)

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant CAB East LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, State of Michigan on February 2, 2016.

CAB EAST LLC
(Registrant)
By:	/s/ David A. Webb*
	(David A. Webb,
	Chairman of the Board of Managers
	of CAB East LLC)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following managers and officers of CAB EAST LLC in the capacities and on the date indicated.

Signature	Title	Date
/s/ David A. Webb*	Chairman of the Board of Managers and	February 2, 2016
(David A. Webb)	President and Assistant Treasurer
	(principal executive officer)
/s/ Marion B. Harris*	Executive Vice President,	February 2, 2016
(Marion B. Harris)	Chief Financial Officer and Treasurer
	(principal financial officer)
/s/ Jane L. Carnarvon*	Manager and Vice President and Controller	February 2, 2016
(Jane L. Carnarvon)	(principal accounting officer)
/s/ Susan J. Thomas*	Manager and Secretary	February 2, 2016
(Susan J. Thomas)

*By:	/s/ Susan J. Thomas
	(Susan J. Thomas, Attorney-in-fact)

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant CAB West LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, State of Michigan on February 2, 2016.

CAB WEST LLC
(Registrant)
By:	/s/ David A. Webb*
	(David A. Webb,
	Chairman of the Board of Managers
	of CAB West LLC)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following managers and officers of CAB WEST LLC in the capacities and on the date indicated.

Signature	Title	Date
/s/ David A. Webb*	Chairman of the Board of Managers and	February 2, 2016
(David A. Webb)	President and Assistant Treasurer
	(principal executive officer)
/s/ Marion B. Harris*	Executive Vice President,	February 2, 2016
(Marion B. Harris)	Chief Financial Officer and Treasurer
	(principal financial officer)
/s/ Jane L. Carnarvon*	Manager and Vice President and Controller	February 2, 2016
(Jane L. Carnarvon)	(principal accounting officer)
/s/ Susan J. Thomas*	Manager and Secretary	February 2, 2016
(Susan J. Thomas)

*By:	/s/ Susan J. Thomas
	(Susan J. Thomas, Attorney-in-fact)

II-17

EXHIBIT INDEX

Exhibits	Description
1.1	— Form of Underwriting Agreement for the Notes.*
3.1	— Certificate of Formation of Ford Credit Auto Lease Two LLC.*
3.2	— Second Amended and Restated Limited Liability Company Agreement of Ford Credit Auto Lease Two LLC.*
3.3	— Certificate of Formation of CAB East LLC.*
3.4	— Second Amended and Restated Limited Liability Company Agreement of CAB East LLC.*
3.5	— Certificate of Formation of CAB West LLC.*
3.6	— Second Amended and Restated Limited Liability Company Agreement of CAB West LLC.*
4.1	— Form of Indenture between the Trust and the Indenture Trustee (including form of Notes.)*
4.2	— Second Amended and Restated Credit and Security Agreement among the Borrowers, the Administrative Agent, the Collateral Agent, the Lender and the Servicer (including form of Exchange Note).*
4.3	— Form of 20  -   Exchange Note Supplement among the Borrowers, the Administrative Agent, the Collateral Agent, the Lender and the Servicer.*
5.1	— Opinion of Katten Muchin Rosenman LLP with respect to legality.*
8.1	— Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
10.1	— Form of Amended and Restated Trust Agreement between the Depositor and the Owner Trustee.*
10.2	— Form of Exchange Note Purchase Agreement between the Sponsor and Depositor.*
10.3	— Form of Exchange Note Sale Agreement between the Depositor and the Trust.*
10.4	— Second Amended and Restated Servicing Agreement among the Servicer, the Lender, the Titling Companies and the Collateral Agent.*
10.5	— Form of 20  -   Servicing Supplement among the Servicer, the Lender, the Titling Companies and the Collateral Agent.*
10.6	— Second Amended and Restated Administration Agreement among the Collateral Agent, the Collateral Agent Administrator and the Administrative Agent.*
10.7	— Form of Administration Agreement among the Trust, the Administrator and the Indenture Trustee.*
10.8	— Form of Account Control Agreement among the Trust, the Indenture Trustee and the Securities Intermediary.*
10.9	— Form of Titling Company Account Control Agreement between the Borrowers, the Indenture Trustee and the Securities Intermediary.*
10.10	— Form of Asset Representations Review Agreement among the Trust, the Servicer and the Asset Representations Reviewer.*
23.1	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1).*
23.2	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1).*
24.1	— Powers of Attorney with respect to signatories for Ford Credit Auto Lease Two LLC.*
24.2	— Powers of Attorney with respect to signatories for CAB East LLC.*
24.3	— Powers of Attorney with respect to signatories for CAB West LLC.*
25.1	— Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.**
36.1	— Form of Depositor certification for shelf offerings of asset-backed securities.*
102.1	— Asset data file.***
103.1	— Asset related documents.***

*Filed with this Form SF-3.

**To be filed under Section 305(b)(2) of the Trust Indenture Act of 1939.

***For any offering commencing after November 22, 2016, to be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

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EX-1.1

EXHIBIT 1.1

Ford Credit Auto Lease Two LLC

Ford Credit Auto Lease Trust 20   -

Underwriting Agreement

, 20  

[NAMES OF UNDERWRITERS],

each as an Underwriter

and as a Representative

of the other Underwriters

named in the Terms Annex

Ladies and Gentlemen:

1.             Introduction.  Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the “Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3, Class A-4, [Class B] and [Class C] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”).  The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”).

The Offered Notes will be issued by Ford Credit Auto Lease Trust 20  -  , a Delaware statutory trust (the “Trust”).  The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and                   , as owner trustee (the “Owner Trustee”).  [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”).  The Class B and Class C Notes will initially be retained by the Depositor.]  The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and                   , as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 20  -   Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust.

Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust.  Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “20  -  Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer,

the Holding Companies and the Collateral Agent.  Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust.

The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and                    , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and                    , in its capacity as both a securities intermediary and a bank.

The Trust will provide for the review of the leases allocated to the 20  -  Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and              , as asset representations reviewer (the “Asset Representations Reviewer”).

The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.”  The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.”

The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-        ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on       , 20   (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”).

The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”).

At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”).  If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of

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Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information.  However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale.

The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

2.             Purchase, Sale and Delivery of Offered Notes.  On the Closing Date, on the basis of the representations, warranties and agreements in this Agreement, but subject to the terms and conditions in this Agreement, the Depositor will sell to the Underwriters, and the Underwriters will, severally and not jointly, purchase from the Depositor, the principal amounts of the Offered Notes listed opposite the Underwriters’ names in the Terms Annex for the purchase prices stated in the Terms Annex.

Payment for the Offered Notes will be made to the Depositor or to its order by wire transfer at 10:00 a.m., New York City time, on the closing date stated in the Terms Annex (the “Closing Date”) or at another time not later than seven business days after that date as the Representatives and the Depositor may agree.

Payment for the Offered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of             ,          , on the Closing Date.  Each of the Offered Notes will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.  The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of The Depository Trust Company and its participating members.

3.             Depositor’s Representations and Warranties.  The Depositor (and, for Sections 3(p) and (q) only, Ford Credit) represents and warrants to and agrees with the Underwriters that, as of the date of this Agreement:

(a)           Registration Statement Effective; Satisfaction of Conditions.  The Registration Statement has been declared effective by the Commission under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been started or, to the knowledge of the Depositor, threatened by the Commission.  At the Time of Sale, the Registration Statement and the Preliminary Prospectus complied, and as of the Closing Date the Prospectus will comply, in all material respects with the Securities Act.  The conditions to the use by the Depositor of a registration statement on Form SF-3 under the Securities Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date.  The conditions to the offering of the Offered Notes under a registration statement on Form SF-3 under the Securities Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date.  The Depositor has paid the registration fee for the Offered Notes according to Rule 456 of the Securities Act.

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(b)           Filing of Preliminary Prospectus.  The Depositor filed with the Commission according to Rule 424(h) [(i)] the Preliminary Prospectus [(excluding the Supplement)], at least three business days before the Time of Sale [and (ii) the Supplement, at least 48 hours before the Time of Sale].  [The Supplement clearly delineates what material information has changed and how the information has changed from the Preliminary Prospectus (excluding the Supplement).]

(c)           Trust Free Writing Prospectus.  Other than the Preliminary Prospectus and the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared or authorized, and will not prepare or authorize, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes other than the documents, if any, listed as a Trust Free Writing Prospectus (each, a “Trust Free Writing Prospectus”) under “Time of Sale Information” in the Terms Annex.  Each Trust Free Writing Prospectus complied in all material respects with the Securities Act and has been filed according to Section 5 (to the extent required by Rule 433 under the Securities Act (“Rule 433”)).

(d)           No Material Misstatement or Omission.  The (i) Registration Statement did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, (ii) Time of Sale Information did not, as of its date and at the Time of Sale, and will not, on the Closing Date, and (iii) Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, the Depositor makes no representation or warranty about any statements or omissions made in reliance on and in conformity with information delivered to the Depositor by any Underwriter through the Representatives for use in such documents.  However, if after the Time of Sale but before or on the Closing Date the Depositor and the Representatives determine that the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, for purposes of this paragraph, Time of Sale Information will include any Corrective Information delivered to the Representatives or the Underwriters by the Depositor according to Section 4(c).

(e)           Documents Incorporated by Reference.  The documents incorporated by reference in the Registration Statement or the Preliminary Prospectus, when they were filed with the Commission, complied in all material respects to the requirements of the Securities Act or the Securities Exchange Act of 1934 (together with the rules and regulations of the Commission under the Securities Exchange Act of 1934, the “Exchange Act”), as applicable, and any other documents filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, when the documents are filed with the Commission, will comply in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable.

(f)            Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(g)           Power, Authority and Enforceability.  The Depositor has the power and authority to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a

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party.  The Depositor has authorized the execution, delivery and performance of this Agreement and on the Closing Date, the other Transaction Documents to which the Depositor will be a party will have been authorized, executed and delivered by the Depositor.  Each of the Transaction Documents to which the Depositor is or will be a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(h)           No Conflicts and No Violation.  The completion of the transactions under the Transaction Documents to which the Depositor 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 Depositor is a debtor or guarantor, (ii) result in the creation or imposition of a lien on the Depositor’s properties or assets under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than the Exchange Note Sale Agreement), (iii) violate the Depositor’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Depositor’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 Depositor or its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(i)            Conformity of Transaction Documents.  The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

(j)            Enforceability of Notes.  On the Closing Date, the Offered Notes will have been executed, issued and delivered, and when authenticated by the Indenture Trustee and paid for by the Underwriters according to this Agreement, will be the valid and binding obligations of the Trust entitled to the benefits of the Indenture.

(k)           Representations and Warranties in Basic Documents.  The Depositor’s representations and warranties in the Basic Documents to which it is or will be a party will be true and correct in all material respects as of the date stated.

(l)            Ineligible Issuer.  The Depositor is not, and on the date on which the first bona fide offer of the Offered Notes was made was not, an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(m)          Trust Indenture Act.  When the Indenture is executed by all of the parties to the Indenture, it will comply in all material respects with the Trust Indenture Act of 1939 (the “TIA”), and at all times after that date will be qualified under the TIA.

(n)           Investment Company Act.  None of the Titling Companies, the Depositor or the Trust is required to be registered as an “investment company” under the Investment Company Act of 1940.  In making this determination for the Trust, the Trust is relying on the exemption in Rule 3a-7 of the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the Trust.

(o)           Volcker Rule.  The Trust is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

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(p)           Compliance with Rule 17g-5.  Ford Credit has executed and delivered a written representation to each Rating Agency (as defined in the Terms Annex) that it will take the actions stated in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”) for the Notes, and it has complied with each representation, other than any breach of the representations resulting from a breach by any Underwriter of the representations, warranties and agreements in Section 5(m) or (n).

(q)           Compliance with Rule 15Ga-2.  Neither Ford Credit nor the Depositor has employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), except as described in the third-party due diligence report obtained by the Depositor identified in the Terms Annex.  The Depositor has complied with Rule 15Ga-2 for the Offered Notes, including by furnishing a Form ABS-15G (the “Form ABS-15G”) containing the “third-party due diligence report” identified in the Terms Annex to the Commission to the extent required by Rule 15Ga-2.

4.             Depositor’s Agreements.  The Depositor (and, for Sections 4(h) and (k) only, Ford Credit) agrees with the Underwriters:

(a)           Preparation of Prospectus.  Immediately following the execution of this Agreement, the Depositor will prepare the Prospectus, which will contain the information from the Terms Annex and any other information as the Depositor determines to be appropriate or advisable.

(b)           Filing of Prospectus and any Trust Free Writing Prospectus.  The Depositor will transmit the Prospectus by a means reasonably calculated to result in a timely filing with the Commission according to Rule 424(b) under the Securities Act and, subject to Section 5 and to the extent required by Rule 433, will file any Trust Free Writing Prospectus with the Commission by a means reasonably calculated to result in a timely filing.

(c)           Delivery of Proposed Amendment or Supplement.  On or before the Closing Date, the Depositor will deliver to the Representatives any proposed amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and give the Representatives reasonable opportunity to review the amendment or supplement before it is filed, and will deliver any final Corrective Information to the Representatives or the Underwriters before the new Time of Sale to allow the Underwriters to deliver the final Corrective Information to each investor at least 48 hours before the new Time of Sale.

(d)           Notice to Representatives.  On or before the Closing Date, the Depositor will notify the Representatives promptly (i) when any amendment to the Registration Statement or supplement to the Prospectus is filed or becomes effective, (ii) of any request by the Commission for any amendment to the Registration Statement or supplement to the Prospectus, (iii) of any stop order issued by the Commission suspending the effectiveness of the Registration Statement or the initiation or threat of any proceeding for that purpose and (iv) of the receipt of any notice regarding a suspension of the qualification of the Offered Notes for offer and sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.  The Depositor will use commercially reasonable efforts to prevent the issuance of any stop order or notice and, if issued, to use commercially reasonable efforts to obtain its withdrawal.

(e)           Blue Sky Compliance.  The Depositor will arrange to qualify the Offered Notes for offer and sale under the securities or “blue sky” laws of any states the Representatives may reasonably request and to continue the qualifications in effect so long as necessary under those laws for the distribution of the Offered Notes.  However, the Depositor will not be required to qualify as a foreign limited liability

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company to do business or to file a general consent to service of process in any jurisdiction, and the expense of maintaining any qualification more than one year from the Closing Date will be at the Representatives’ expense.

(f)            Delivery of Prospectus.  The Depositor will deliver to the Underwriters a reasonable number of copies of the Prospectus prior to the Closing Date.  If the Representatives notify the Depositor that delivery of a prospectus is required by law in connection with sales of any Offered Notes in the six-month period following the Closing Date, and either (i) an event has occurred that causes the Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) for any other reason it is necessary during that period to supplement the Prospectus to comply with applicable law, the Depositor agrees to notify the Representatives and to prepare and deliver to the Representatives, as the Representatives may reasonably request, a supplement to the Prospectus that will correct the statement or omission or result in compliance with applicable law.  If an Underwriter is required by law to deliver a prospectus or other offering document in connection with sales of any Offered Notes at any time six months or more after the Closing Date, the Representatives will notify the Depositor and inquire if either clause (i) or (ii) above is applicable and, if so, on the Representatives’ request, but at the expense of that Underwriter, the Depositor will prepare and deliver to that Underwriter as many copies as the Representatives may reasonably request of a supplemented prospectus or offering document complying with the Securities Act.

(g)           Earnings Statement.  The Depositor will make generally available to noteholders as soon as practicable, but no later than eighteen months after the Closing Date, an earnings statement for the Trust complying with Rule 158 under the Securities Act and covering a period of at least twelve consecutive months beginning after the Closing Date, which may be satisfied by posting the monthly investor report for the Trust on a publicly available website.

(h)           Payment of Fees and Expenses.  The Depositor and Ford Credit will pay or cause to be paid, jointly and severally, the following amounts:  (i) the Commission’s registration fees for the Offered Notes; (ii) all fees of the Rating Agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (iv) all fees and expenses of counsel to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (v) all fees and expenses of the independent accountants relating to the letters referred to in Sections 6(d) and (e); (vi) all fees and expenses of accountants incurred in connection with the delivery of any accountants’ or auditors’ reports required by the Indenture or the Servicing Supplement; (vii) all expenses for printing of any final prospectuses delivered to investors (including any supplements required within six months from the Closing Date under Section 4(f)) for the Offered Notes and the Registration Statement; and (viii) any other fees and expenses incurred in the performance of their obligations under this Agreement.

(i)            Delivery of Reports.  From the date of this Agreement until the payment in full of the Offered Notes, or until such time as the Representatives notify the Depositor that the Underwriters have ceased to maintain a secondary market in the Offered Notes, whichever occurs first, the Depositor will deliver to the Representatives on request, if not otherwise available from any publicly available source, copies of:  (i) the annual statement of compliance, the Servicer’s report on its assessment of compliance with the minimum servicing criteria and the related attestation report delivered under Article VI of the Servicing Supplement, (ii) each certificate and the annual statements of compliance delivered to the Indenture Trustee under Article III of the Indenture, (iii) any material amendment to any Basic Document and (iv) each monthly investor report for the Trust.

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(j)            Cooperation with Rating Agencies.  If the ratings assigned to the Offered Notes by the Rating Agencies are conditional on the delivering of documents or the taking of any other actions by the Depositor, the Depositor will deliver those documents and take those actions.

(k)           Compliance with Rule 17g-5.  The Depositor and Ford Credit will comply with the representation made by Ford Credit to each Rating Agency for the Notes under paragraph (a)(3)(iii)(A) through (E) of Rule 17g-5, other than any breach of the representations resulting from a breach by any Underwriter of the representations, warranties and agreements in Section 5(m) or (n).

5.             Agreements Regarding Offering of Notes.

(a)           Public Offering.  The Depositor understands that the Underwriters intend to offer the Offered Notes for sale to the public (which may include selected dealers) on the terms stated in the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

(b)           Time of Sale; Delivery of Time of Sale Information.  Each Underwriter, severally and not jointly, represents and agrees that (i) it did not enter into any Contract of Sale for any Offered Notes prior to the Time of Sale, (ii) if any Corrective Information is delivered by the Depositor under Section 4(c), it will not enter into any new Contract of Sale for any Offered Notes until at least 48 hours after the new Time of Sale Information, including the Corrective Information, has been delivered to the related investor and (iii) it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) for the Offered Notes, deliver the Time of Sale Information to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus according to Rule 424(b) (as notified to the Underwriters by the Depositor), at or prior to the applicable time of entry into the Contract of Sale for that investor.

(c)           No Other Written Communications.  Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will publish, transmit or deliver any written communication to any person in connection with the initial offering of the Offered Notes unless the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) is a prospectus satisfying the requirements of Rule 430D under the Securities Act or (iii) is a Free Writing Prospectus.

(d)           Underwriter Free Writing Prospectuses.  Each Underwriter represents and agrees with the Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of the Underwriter, an “Underwriter Free Writing Prospectus”) that contains any information other than (A) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (B) expected pricing parameters for the Offered Notes and status of subscriptions or allocations for the Offered Notes, unless otherwise agreed to by the Depositor, (ii) it will discuss with the Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price on Bloomberg screens) unless the pricing-related information was in an Underwriter Free Writing Prospectus previously discussed with the Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance on Rules 167 and 426 under the Securities Act.  Each Underwriter will deliver to the Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 5(i)) on the business day prior to its first use (except as otherwise agreed by the Depositor), except that the Representatives agree to deliver an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Offered Notes are priced.

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(e)           Trust Free Writing Prospectuses.  The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.”

(f)            No Material Misstatements or Omissions.  Each Underwriter represents and agrees with the Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by that Underwriter, if any, when read together with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date the Underwriter Free Writing Prospectus was published, transmitted or delivered to any prospective purchaser of Offered Notes, include any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Underwriter makes no representation to the extent the misstatements or omissions were the result of any inaccurate Trust Information delivered by the Depositor or Ford Credit to the Representatives or the Underwriter, which information was not corrected by Corrective Information subsequently delivered by the Depositor or Ford Credit to the Representatives or the Underwriter prior to the Time of Sale.

(g)           Free Writing Prospectus Legend.  The Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend:

The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free at            .

(h)           SEC Filings.  The Depositor agrees to file with the Commission when required under the Securities Act the following:

(i)            the Prospectus;

(ii)           the certifications and Transaction Documents necessary to satisfy the conditions for the offering of the Offered Notes under Form SF-3, as stated in the General Instructions to Form SF-3;

(iii)          each Trust Free Writing Prospectus required to be filed according to Rule 433(d);

(iv)          any Underwriter Free Writing Prospectus required to be filed according to Rule 433(d) (other than an Underwriter Free Writing Prospectus required to be filed according to Rule 433(d)(1)(ii)), as long as that the Underwriter Free Writing Prospectus was delivered to the Depositor reasonably in advance of the time required to be filed according to Rule 433(d); and

(v)           any Free Writing Prospectus for which the Depositor or any person acting on its behalf delivered, authorized and approved information that is prepared and published, transmitted or delivered by a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications.

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(i)            Filing of Underwriter Free Writing Prospectuses.  Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed according to Rule 433(d)(1)(ii), and on request, deliver a copy to the Depositor and Ford Credit.

(j)            Free Writing Prospectuses Not Required to be Filed.  Notwithstanding the provisions of Sections 5(h) and (i), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.

(k)           Retention of Free Writing Prospectuses.  The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission according to Rule 433.

(l)            Final Prospectus.  Each Underwriter agrees with the Depositor and the Trust that after the final Prospectus is made available to the Underwriter, it will not distribute any written information in connection with the offering of the Offered Notes during the ninety-day period (or any longer period required by law) following the Closing Date to a prospective purchaser of Offered Notes unless the information is preceded or accompanied by the final Prospectus.

(m)          No Rating Agency Information.  Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositor and the Trust that it has not provided, as of the date of this Agreement, and agrees with Ford Credit, the Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the 20  -  Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositor or the Administrator and (ii) agrees with Ford Credit, the Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the 20  -  Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositor or the Administrator.

(n)           No Due Diligence Services.  Each Underwriter, severally and not jointly, represents and agrees that it has not employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) relating to the Offered Notes.

(o)           Sales in the United States.  Each Underwriter represents and agrees with Ford Credit and the Depositor that it will only make sales of Offered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the Commission or through an affiliated broker-dealer registered with the Commission.

(p)           Underwriters’ Fees and Expenses.  The Underwriters will pay the following fees and expenses:  (i) all fees and expenses, including fees and expenses of counsel, in connection with any state securities or “blue sky” law qualifications or legal investment surveys for the Offered Notes; and (ii) all fees and expenses of counsel to the Underwriters.  Except as stated in Sections 4(h) and 9, the Underwriters will pay all their own fees and expenses in connection with any offers of the Offered Notes that the Underwriters may make.

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6.             Conditions to Underwriters’ Obligations.  The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the following conditions:

(a)           Registration Compliance; No Stop Order.  The Prospectus and each Trust Free Writing Prospectus will have been timely filed with the Commission under the Securities Act (in the case of a Trust Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and according to Section 4(b); and, as of the Closing Date, no stop order will have been issued suspending the effectiveness of the Registration Statement or any post-effective amendment, and no proceedings for that purpose will be pending before or, to the knowledge of the Depositor, threatened by the Commission.

(b)           No Material Adverse Change.  Since the date of the Preliminary Prospectus there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly (i) the business or assets of the Depositor, or any material adverse change in the financial position or results of operations of the Depositor or (ii) the business or assets of Ford Credit and its subsidiaries considered as a whole, or any material adverse change in the financial position or results of operations of Ford Credit and its subsidiaries considered as a whole, other than as disclosed in the Prospectus, which in any case makes it impracticable or inadvisable in the Representatives’ reasonable judgment to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus.

(c)           War Out; Market Out.  After the execution and delivery of this Agreement:

(i)            there will not have occurred a declaration of a general moratorium on commercial banking activities by either the Federal or New York State authorities or a material disruption in the securities settlement or clearance systems in the United States, which moratorium or disruption remains in effect and which, in the Representatives’ reasonable judgment, substantially impairs the Underwriters’ ability to settle the Offered Notes.  In making this judgment the Representatives will take into account the availability of alternative means for settlement and the likely duration of the moratorium or disruption.  If the Commission or, for a banking moratorium, the Board of Governors of the Federal Reserve System or New York State banking authority, as applicable, has stated on or before the Closing Date that the resumption of the systems will occur within three business days of the scheduled Closing Date for the Offered Notes, the ability to settle the Offered Notes will not be deemed to be substantially impaired;

(ii)           the United States will not have become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration of war, which makes it impracticable or inadvisable, in the Representatives’ reasonable judgment, to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus; and

(iii)          there will not have occurred (A) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on that exchange or market system, (B) any suspension of trading of any securities of Ford Motor Company on any exchange or in the over-the-counter market, (C) any material outbreak or material escalation of hostilities involving the engagement of armed conflict in which the United States is involved or (D) any material adverse change in the general economic, political, legal, tax, regulatory or financial conditions or currency exchange rates in the United States (whether resulting from events within or outside the United States) which has caused a substantial deterioration in the price and/or value of the Offered Notes, which in the mutual reasonable determination of the Representatives and Ford Credit makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus.

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(d)           Accountant’s Report about 20  -  Reference Pool.  On or before the Time of Sale, a nationally recognized accounting firm, who are independent accountants reasonably satisfactory to the Representatives, will have delivered to the Representatives a report, reasonably satisfactory to the Representatives, about procedures performed on a sample of the leases in the 20  -  Reference Pool, but only if each Representative has executed an acknowledgment letter for the accountant’s letter.

(e)           Accountant’s Report about Preliminary Prospectus and Prospectus.  On or before the Time of Sale and on or before the Closing Date, a nationally recognized accounting firm, who are independent accountants reasonably satisfactory to the Representatives, will have delivered to the Representatives a report, reasonably satisfactory to the Representatives, about information in the Preliminary Prospectus and the Prospectus, respectively, but only if each Representative has executed an acknowledgment letter for the accountant’s letter.

(f)            Ford Credit Officer’s Certificate about Transaction Documents.  The Representatives will have received an officer’s certificate, dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of Ford Credit, stating that the representations and warranties of Ford Credit in this Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Servicing Agreement and the Servicing Supplement are true and correct in all material respects and that Ford Credit has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those agreements in all material respects.

(g)           Depositor Officer’s Certificate about Transaction Documents.  The Representatives will have received an officer’s certificate, dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor stating that the representations and warranties of the Depositor in this Agreement, the Trust Agreement, the Exchange Note Purchase Agreement and the Exchange Note Sale Agreement are true and correct in all material respects and that the Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those agreements in all material respects.

(h)           Legal Opinions and Letters.  Each of the following counsel (or other counsel satisfactory to the Representatives) will have delivered to the Representatives the related opinion or letter, dated the Closing Date, each of which will be reasonably satisfactory to the Representatives.

(i)            In-house Opinion.             ,             of Ford Credit, will have delivered [his/her] written opinion about certain corporate matters relating to Ford Credit, the Depositor and the Titling Companies.

(ii)           Corporate and Securities Law Opinion.                  , special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain corporate and securities law matters relating to Ford Credit, the Depositor, the Titling Companies and the Trust.

(iii)          Bankruptcy Opinion.                  , special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain bankruptcy law matters.

(iv)          Security Interest Opinion.                  , special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain security interest matters.

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(v)           Tax Opinion.                  , special tax counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain federal tax matters.

(vi)          ERISA Opinion.                  , special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain ERISA matters.

(vii)         PBGC Opinion.                  , special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain Pension Benefit Guaranty Corporation lien matters.

(viii)        Negative Assurance Letter.                  , special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus and the Prospectus.

(ix)          Underwriters Counsel Opinion.                  , counsel to the Underwriters, will have delivered (i) their written opinion about the validity of the Offered Notes, and the Depositor will have delivered or caused to be delivered to the counsel the documents reasonably requested for the purpose of enabling them to opine on those matters and (ii) a negative assurance letter about the Preliminary Prospectus and the Prospectus.

(x)           Owner Trustee Opinion.                  , counsel to the Owner Trustee, will have delivered their written opinion about certain corporate matters relating to the Owner Trustee.

(xi)          Delaware Trust Opinion.                  , counsel to the Trust, will have delivered their written opinion about certain corporate matters relating to the Trust.

(xii)         Indenture Trustee Opinion.                  , counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.

(xiii)        Collateral Agent Opinion.                  , counsel to the Collateral Agent, will have delivered their written opinion about certain corporate matters relating to the Collateral Agent.

(xiv)        Administrative Agent Opinion.                  , counsel to the Administrative Agent, will have delivered their written opinion about certain corporate matters relating to the Administrative Agent.

(xv)         Asset Representations Reviewer Opinion.             ,            , of           , will have delivered [his/her] written opinion about certain corporate matters relating to the Asset Representations Reviewer.

(i)            Ratings Letters.  The Depositor will have received ratings letters from the Rating Agencies that assign the Required Ratings to the Offered Notes stated in the Terms Annex.

(j)            Transaction Documents.  Each Transaction Document will have been executed and delivered by the parties to the Transaction Document.

(k)           Issuance and Payment for Notes.  At the Closing Date, the Notes will have been validly issued by the Trust and paid for by the Depositor.

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7.             Indemnification and Contribution.

(a)           Indemnification by Ford Credit and Depositor.  Each of Ford Credit and the Depositor, jointly and severally, will indemnify and hold each Underwriter harmless against any losses, claims, damages or liabilities, joint or several, to which that Underwriter may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities arise out of or are based on any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus) or in the Form ABS-15G (considered together with the Time of Sale Information) or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in investigating or defending any claim.  However, (i) neither Ford Credit nor the Depositor will be liable to the extent that any loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission from any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositor by any Underwriter through the Representatives specifically for use in such document and (ii) neither Ford Credit nor the Depositor will be liable to any Underwriter or any person controlling any Underwriter under the indemnification provided for in this subsection (a) with respect to any such document to the extent that the loss, claim, damage or liability results from the fact that the Underwriter, at or prior to the entry into the related Contract of Sale, failed to send or give to any person to whom it sold the Offered Notes a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositor has before the entry into the Contract of Sale delivered copies of such documents to the Underwriter.

The indemnification in this subsection (a) will be in addition to any liability which Ford Credit and/or the Depositor may otherwise have and will extend, on the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act.

(b)           Indemnification by Underwriters.  Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and the Depositor against any losses, claims, damages or liabilities to which Ford Credit or the Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositor by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus.

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The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Act.

(c)           Proceedings.  Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of any action, the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action.  However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection.  If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, may, jointly with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to the indemnified party of its election to assume the defense of the action, the indemnifying party will not be liable to the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation.

No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.

(d)           Contribution.  If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above for any losses, claims, damages or liabilities referred to in subsection (a) or (b), as applicable, then each indemnifying party will contribute to the amount paid or payable by the indemnified party as a result of those losses, claims, damages or liabilities in the proportion appropriate to reflect the relative benefits received by Ford Credit and the Depositor, on the one hand, and that Underwriter, on the other, from the offering of the Offered Notes.  If, however, the allocation provided by the prior sentence is not permitted by applicable law, then each indemnifying party will contribute to the amount paid or payable by the indemnified party in the proportion appropriate to reflect not only the relative benefits but also the relative fault of Ford Credit and the Depositor, on the one hand, and that Underwriter, on the other, in connection with the statements or omissions which resulted in the losses, claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits received by Ford Credit and the Depositor, on the one hand, and that Underwriter, on the other, will be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Depositor in relation to the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus.  The relative fault will be determined by taking into consideration, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information delivered by Ford Credit, the Depositor and their affiliates or by that Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the untrue statement or omission, including, for that Underwriter, the extent to which the losses, claims, damages or liabilities result from the fact that the Underwriter sold the Offered Notes to a person to whom there was not sent or given, at or prior to the entry into the related

15

Contract of Sale, a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositor has previously delivered those documents to that Underwriter.

Ford Credit, the Depositor and the Underwriters, severally and not jointly, agree that it would not be just and equitable if contribution under this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) will be deemed to include any legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending any action or claim.  Notwithstanding the provisions of this subsection (d), no Underwriter will be required to contribute any amount under this Agreement in excess of the underwriting discounts and commissions received by that Underwriter, as reduced by the amount of any damages which that Underwriter has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of the fraudulent misrepresentation.  The obligations of the Underwriters of the Offered Notes in this subsection (d) to contribute are several in proportion to their respective underwriting obligations for the Offered Notes as stated in the Terms Annex and not joint.

(e)           Limitation on Certain Liabilities.  Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to Ford Credit and the Depositor for any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) based on any breaches or alleged breaches by that Underwriter of its agreements in Section 5(m)(ii), without regard to whether the Amounts are payable by that Underwriter under Section 7(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus.

8.             Survival of Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of Ford Credit and the Depositor or the officers of Ford Credit and the Depositor and of the Underwriters stated in or made under this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results of any investigation, made by or on behalf of any Underwriter, Ford Credit, the Depositor or any of their respective representatives, officers or directors of any controlling person, and will survive delivery of and payment for the Offered Notes.

9.             Failure to Purchase Offered Notes.

(a)           Liability of Ford Credit and Depositor.  If the purchase of the Offered Notes is not completed because the circumstances described in Section 6(c) have occurred, then neither Ford Credit nor the Depositor will have any liability to the Underwriters with respect to the Offered Notes except as provided in Sections 4(h) and 7.  However, if for any other reason (subject to subsection (b) below), the Offered Notes are not delivered to the Underwriters as provided in this Agreement, Ford Credit and the Depositor will be liable, jointly and severally, to reimburse the Underwriters, through the Representatives, for all out-of-pocket expenses, including legal fees and expenses reasonably incurred by the Underwriters in making preparations for the offering of the Offered Notes.  In this case, neither Ford Credit nor the Depositor will then have any further liability to any Underwriter for the Offered Notes except as provided in Sections 4(h) and 7.

(b)           Default by Underwriters.  If any Underwriter or Underwriters default on their obligations to purchase Offered Notes under this Agreement and the aggregate principal amount of Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the

16

total principal amount of the Offered Notes, the Representatives may make arrangements satisfactory to the Depositor for the purchase of those Offered Notes by other persons, including the non-defaulting Underwriter or Underwriters.  If no arrangements are made by the Closing Date, the non-defaulting Underwriter or Underwriters will purchase, in proportion to their commitments under this Agreement, the Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase.  If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Notes related to the default or defaults exceeds 10% of the total principal amount of the Offered Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters and the Depositor for the purchase of those Offered Notes by other persons are not made within 36 hours after the default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriters or Ford Credit and the Depositor, except as provided in Sections 4(h) and 7.  Nothing in this Agreement will relieve a defaulting Underwriter or Underwriters from liability for its default.

10.          No Fiduciary Duty.  The Depositor and Ford Credit acknowledge that in connection with the offering of the Offered Notes:  (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Depositor or Ford Credit, (b) the Underwriters owe the Depositor and Ford Credit only those duties and obligations stated in this Agreement, (c) the Underwriters may have interests that differ from those of the Depositor and Ford Credit and (d) the Underwriters have not provided any legal, regulatory, tax, accounting or insurance advice in any jurisdiction.  Each of the Depositor and Ford Credit waives, to the extent permitted by applicable law any claims it may have against the Underwriters related to an alleged breach of fiduciary duty in connection with the offering of the Offered Notes.

11.          Entire Agreement.  This Agreement represents the entire agreement between the Depositor and the Underwriters about the preparation of the Prospectus, and the conduct of the offering of the Offered Notes and the purchase and sale of the Offered Notes.

12.          Notices.

(a)           Delivery of Notices.  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;

(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.

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(b)           Notices to Depositor.  Communications to the Depositor must be addressed to:

Ford Credit Auto Lease Two 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

(c)           Notices to Ford Credit.  Communications to Ford Credit must be addressed 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

(d)           Notices to Representatives.  Communications to the Representatives, in their capacity as Representatives of the Underwriters or in their individual capacities, must be addressed to the Representatives at their addresses stated in the Terms Annex.

13.          Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Underwriters, the Depositor and Ford Credit and their permitted successors and assigns and the officers and directors and controlling persons referred to in Section 7.  No other person will have any right or obligation under this Agreement.

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

15.          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.

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16.          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.

17.          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 in no way affect the validity, legality or enforceability of the remaining Agreement.

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

19.          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 CREDIT AUTO LEASE TWO LLC
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC
By:
	Name:
	Title:

[Signature Page to Underwriting Agreement]

[NAME OF UNDERWRITER]
By:
	Name:
	Title:
[NAME OF UNDERWRITER]
By:
	Name:
	Title:
[NAME OF UNDERWRITER]
By:
	Name:
	Title:
Each as an Underwriter and as a
	Representative of the other Underwriters

[Signature Page to Underwriting Agreement]

TERMS ANNEX

FORD CREDIT AUTO LEASE TRUST 20   -

, 20  

Offered Notes

Class A-1 Notes

Class A-2[a] Notes

[Class A-2b Notes]

Class A-3 Notes

Class A-4 Notes

[Class B Notes]

[Class C Notes]

Private Notes

[Class B Notes]

[Class C Notes]

Underwriters

[NAMES OF UNDERWRITERS]

Terms of the Offered Notes

Pricing Date:	, 20
Time of Sale:	a.m./p.m. ([EST/EDT]),       , 20
Closing Date:	, 20

Required Ratings as of the Closing Date

The ratings on each Class of Offered Notes (the “Required Ratings”) from each “nationally recognized statistical rating organization” (each, a “Rating Agency”) stated in the Time of Sale Information.

A-1

Pricing Information

Notes	Aggregate Principal Amount	Interest Rate	Purchase Price (as a % of the aggregate principal amount)	Underwriting Discount	Final Scheduled Payment Date
Class A-1 Notes	$	%	%	%
Class A-2[a] Notes	$	%	%	%
[Class A-2b Notes]	$	%	%	%
Class A-3 Notes	$	%	%	%
Class A-4 Notes	$	%	%	%
[Class B Notes]	$	%	%	%
[Class C Notes]	$	%	%	%

Underwriters and Allotments

Underwriters	Initial Principal Amount of Class A-1 Notes	Initial Principal Amount of Class A-2[a] Notes	[Initial Principal Amount of Class A-2b Notes]	Initial Principal Amount of Class A-3 Notes	Initial Principal Amount of Class A-4 Notes
	$	$		$	$
Total	$	$		$	$

Underwriters	[Initial Principal Amount of Class B Notes]	[Initial Principal Amount of Class C Notes]
Total	$	$

A-2

Address for Notices to the Representatives

[Underwriter]

[Underwriter]

[Underwriter]

[Underwriter]

Time of Sale Information

Preliminary Prospectus:	Preliminary Prospectus, dated       , 20
Trust Free Writing Prospectus:	Free Writing Prospectus, dated       , 20   - (Ratings)
Underwriter Free Writing Prospectus:	Free Writing Prospectus, dated       , 20   - (Pricing)

Third-Party Due Diligence Report
Depositor obtained Third-Party Due Diligence Report	Agreed-Upon Procedures letter of a nationally recognized accounting firm, dated       , 20

A-3

EX-3.1

Exhibit 3.1

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

SECTION 1: The name of the limited liability company is Ford Credit Auto Lease Two LLC (the “Company”).

SECTION 2: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 3: The name and address of the registered agent for service of process on the Company is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 4: This Certificate of Formation sha1l be effective upon filing.

SECTION 5: Series.  Pursuant to Section 18-215(a) of the Delaware Limited Liability Company Act (the “Act”), the Company may issue one or more series of limited liability company interests having the rights and preferences set forth in the limited liability company agreement of the Company, as the same may be amended, supplemented or otherwise modified from time to time (each a “Series”).

SECTION 6: Notice oft Limitation of Liabilities of each Series.  Pursuant to Section 18-21 S(b) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series and (b) unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 27th day of October, 2006.

/s/ Q. Guynn Lam

Q. Gwynn Lam

Authorized Person

EX-3.2

Exhibit 3.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

of

FORD CREDIT AUTO LEASE TWO LLC
(a Delaware Limited Liability Company)

by

FORD MOTOR CREDIT COMPANY LLC,
as Member

Dated as of November 27, 2006,
as amended and restated as of November 1, 2015

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND USAGE		1
Section 1.1.	Definitions	1
Section 1.2.	Usage	4
ARTICLE II ORGANIZATION		5
Section 2.1.	Formation, Name, Location of Office	5
Section 2.2.	Registered Office in Delaware	6
Section 2.3.	Registered Agent	6
Section 2.4.	Purposes and Powers; Restrictions	6
Section 2.5.	Conduct of Business	8
Section 2.6.	Financial and Tax Reporting	10
Section 2.7.	Term	10
ARTICLE III THE MEMBER		10
Section 3.1.	Member	10
Section 3.2.	Powers of Member	10
Section 3.3.	Limited Liability of Member	11
Section 3.4.	Special Member	11
Section 3.5.	Assignments; Additional Members	11
ARTICLE IV MANAGEMENT OF COMPANY; BOARD OF MANAGERS; OFFICERS		12
Section 4.1.	General Management	12
Section 4.2.	Appointment and Term	12
Section 4.3.	Size of Board; Independent Managers	12
Section 4.4.	Power to Bind Company	13
Section 4.5.	Restrictions on Power	14
Section 4.6.	Obligations of Managers	14
Section 4.7.	Resignation	15
Section 4.8.	Removal of Managers	15
Section 4.9.	Filling of Vacancies	15
Section 4.10.	Managers’ Compensation	15
Section 4.11.	Officers	15
Section 4.12.	Duties of Managers and Officers	16
ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS; SERIES		16
Section 5.1.	Capital Structure	16
Section 5.2.	Capital Contributions	16
Section 5.3.	Series	16
Section 5.4.	Allocation of Series	17
Section 5.5.	Identification of Assets	18
Section 5.6.	Reporting to the Member	18
ARTICLE VI PROFITS AND LOSSES; DISTRIBUTIONS		18
Section 6.1.	Profits and Losses	18
Section 6.2.	Distributions	18
ARTICLE VII LIABILITIES; INDEMNIFICATION		18
Section 7.1.	Limitation on Liability	18
Section 7.2.	Indemnification	19

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Section 7.3.	Survival of Indemnification	20
ARTICLE VIII OTHER AGREEMENTS		20
Section 8.1.	Dissolution of the Company	20
Section 8.2.	Waiver of Partition; Nature of Interest	21
Section 8.3.	No State Law Partnership	21
Section 8.4.	Binding Agreement	21
ARTICLE IX MISCELLANEOUS		21
Section 9.1.	Amendments	21
Section 9.2.	Benefit of Agreement	22
Section 9.3.	GOVERNING LAW	22
Section 9.4.	Severability	22
Section 9.5.	Headings	22
Section 9.6.	Counterparts	22

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 27, 2006, as amended and restated as of November 1, 2015 (this “Agreement”), of Ford Credit Auto Lease Two LLC, a Delaware limited liability company, by Ford Motor Credit Company LLC, a Delaware limited liability company, as the sole Member of the Company.

BACKGROUND

The Member established Ford Credit Auto Lease Two LLC under a certificate of formation in October 2006 and entered into a limited liability company agreement to govern its activities and the conduct of its business in November 2006.  The Member subsequently amended and restated the limited liability company agreement and now intends to further amend and restate the agreement on the terms in this Agreement.

The Member agrees as follows:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1.           Definitions.  Capitalized terms used in this Agreement are defined below.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

“Affiliate” means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person.  For the purposes of this definition, “control” when used with respect to any 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.

“Agreement” has the meaning stated in the preamble.

“Authorized Officers” has the meaning stated in Section 4.11(a).

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

“Basic Documents” means this Agreement and any Sale Agreements, Indentures, trust agreements, servicing agreements, administration agreements, depositary agreements and other agreements relating to the issuance of Securities, including the documents and certificates delivered in connection with those agreements.

“Board of Managers” has the meaning stated in Section 4.1.

“Certificate of Formation” means the Certificate of Formation of the Company, dated as of October 27, 2006 and effective as of October 31, 2006.

“Code” means the Internal Revenue Code of 1986.

“Company” means Ford Credit Auto Lease Two LLC, a Delaware limited liability company.

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

“Indemnified Party” has the meaning stated in Section 7.2(a).

“Indenture” has the meaning stated in Section 2.4(a)(v).

“Independent Manager” means an individual who:

(a)at the time of appointment as a manager and during the five years immediately before appointment, and so long as the individual is a Manager of the Company, is not (i) a manager, director, officer or employee of Ford Credit or its Affiliates (other than as an Independent Manager or other similar capacity), (ii) a manager, director, officer or employee of a company which is a supplier of Ford Credit or its Affiliates (other than for services described in clause (c) below), (iii) a beneficial owner of the number of shares of any class of common stock of Ford Credit or its Affiliates the value of which is more than 3% of the individual’s net worth or (iv) a member of the immediate family of an individual described in clauses (i) through (iii);

(b)has prior experience as an independent director or independent manager for a company whose organizational documents required the unanimous consent of all independent directors or independent managers of the company before it could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state bankruptcy law; and

(c)has at least three years of employment experience with one or more companies that provide, in the ordinary course of their businesses, independent director or independent manager placement services to depositors and issuers of asset-backed securities and special-purpose entities used in securitization or structured finance transactions.

“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

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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.

“Manager” has the meaning stated in Section 4.2.

“Member” means Ford Credit or a Substitute Member, each in its capacity as a member of the Company, but will not include a Special Member.

“Permitted Activities” has the meaning stated in Section 2.4(a).

“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.

“Rating Agency” means, for any outstanding Securities, each nationally recognized statistical rating organization engaged by the Member or the Company to rate the Securities.

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Company and the Servicer and Trustees under the related Sale Agreements and Indentures that the proposed action or request will not result in a downgrade or withdrawal of its then-current rating on any outstanding Securities for which it is a Rating Agency; or

(b)the Company has given ten business days’ prior notice to the Rating Agency and the Rating Agency has not notified the Company and the Servicer and Trustees under the related Sale Agreements and Indentures before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the outstanding Securities for which it is a Rating Agency.

“Reallocation Date” has the meaning stated in Section 5.4(d)(iii).

“Receivables” has the meaning stated in Section 2.4(a)(i).

“Sale Agreement” has the meaning stated in Section 2.4(a)(iv).

“Securities” has the meaning stated in Section 2.4(a)(v).

“Series” has the meaning stated in Section 5.3(a).

“Series Assets” has the meaning stated in Section 5.3(a).

“Series Cutoff Date” has the meaning stated in Section 5.4(a)(ii).

“Series Issue Date” has the meaning stated in Section 5.4(a)(i).

“Servicer” means a servicer of the Receivables.

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“Special Member” means an Independent Manager admitted as a member of the Company under Section 3.4.

“Specification Notice” has the meaning stated in Section 5.4(a).

“Substitute Member” means a Person appointed as a substitute member of the Company under Section 3.4.

“Titling Companies” means CAB East LLC, a Delaware limited liability company, and CAB West LLC, a Delaware limited liability company, and any other Person established by Ford Credit or its affiliates to acquire title to motor vehicle leases and the related leased vehicles from motor vehicle dealers.

“Trust” has the meaning stated in Section 2.4(a)(iv).

“Trustee” has the meaning stated in Section 2.4(a)(iv).

“Underlying ABS” has the meaning stated in Section 2.4(a)(iii).

Section 1.2.           Usage.  The following usage rules apply to this Agreement and any document delivered under this Agreement:

(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 Agreement 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.

(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 Agreement 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 Agreement means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.

(f)            References to “law” or “applicable law” in this Agreement include all regulations enacted under such law.

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

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

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

(j)            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.”

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

ARTICLE II
ORGANIZATION

Section 2.1.           Formation, Name, Location of Office.

(a)           Formation.  The Company was formed effective as of October 31, 2006 by the execution, delivery and filing on October 27, 2006 of the Certificate of Formation with the Secretary of State of the State of Delaware by an “authorized person” within the meaning of the Act, which actions are ratified and confirmed.  On filing of the Certificate of Formation, the powers of the “authorized person” ceased and the Member became the designated “authorized person” and continues as the designated “authorized person” within the meaning of the Act.  The Member will execute or cause to be executed all other documents, and will do or cause to be done all filings, recordings, publishing and other acts necessary or advisable to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company in the State of Delaware and all other jurisdictions where the Company intends to conduct any activities.

(b)           Name.  The name of the limited liability company governed by this Agreement is “Ford Credit Auto Lease Two LLC” and the business of the Company will be carried on in this name.

(c)           Location of Office.  The principal office of the Company will be c/o Ford Motor Credit Company LLC, One American Road, Suite 2411, Dearborn, Michigan 48126, Attention: Corporate Secretary, or another place or places the Board of Managers may designate.

(d)           Series Interests.  Under Section 18-215(a) of the Act, the Company will issue one or more series of limited liability company interests.

(e)           Limited Liability of Series.  Under Section 8-215(b) of the Act, there will be a limitation of each series of limited liability company interests such that (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for a particular series will be enforceable against the assets of such series only, and not against the assets of the Company generally or the assets of any other series and (ii) none of the debts, liabilities, obligations and

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expenses incurred, contracted for or otherwise existing of the Company generally or any other series will be enforceable against the assets of such series.

Section 2.2.           Registered Office in Delaware.  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.3.           Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.4.           Purposes and Powers; Restrictions.

(a)           Permitted Activities.  The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):

(i)            to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);

(ii)           to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicle dealers, financing agreements, administration and servicing agreements related to the Receivables or interests of other Persons related to the Receivables, and any proceeds or other related rights;

(iii)          to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables or which acquired Receivables from motor vehicle dealers, including the Titling Companies and related rights;

(iv)          to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale agreements or similar agreements (each, a “Sale Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and to perform its obligations under those agreements;

(v)           to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations

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relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;

(vi)          to establish bank accounts for the Company;

(vii)         to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;

(viii)        to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and

(ix)          to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

(b)           Entry into Basic Documents.  The Company, by or through any Manager or any Authorized Officer on behalf of the Company, may enter into and perform its obligations under the Basic Documents without any further act, vote or approval of any other Person.  This authorization will not be considered a restriction on the powers of any Manager or any Authorized Officer to enter into other agreements on behalf of the Company.

(c)           Restricted Activities.  The Company will not, without satisfying the Rating Agency Condition, do any of the following:

(i)            engage in any business or activity other than a Permitted Activity;

(ii)           create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the indebtedness or security (A) has no recourse to any assets of the Company other than the assets to which the indebtedness or security relates and (B) is not a claim against the Company if cash flow from the assets securing or collateralizing the indebtedness or security is insufficient to repay the debt, and if the indebtedness or security is considered a claim against the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, the claim will be subordinate to the claims of the indebtedness or security to which those assets relate;

(iii)          create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders (A) agree or are considered to have agreed that the related debt, liabilities and obligations will be enforceable against the assets securing or collateralizing the

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indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company and (B) agree or are considered to have agreed that if the debt or security holders are considered to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of the other debt or security holders to those assets and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;

(iv)          become or remain liable, directly or contingently, under any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with a Permitted Activity;

(v)           make or allow to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Activities, except that the Company will not be prohibited from causing a distribution of funds to the Member;

(vi)          enter into any merger or consolidation with or into any other Person, or convey all or substantially all of its properties and assets to any Person, other than in connection with a Permitted Activity, unless (A) the entity (if other than the Company) formed as a result of or surviving the merger or consolidation, or which acquires the Company’s properties and assets is (i) organized and existing under the laws of the State of Delaware, (ii) assumes the Company’s obligations under the Basic Documents and (iii) is governed under an organizational document with terms substantially identical to this Section 2.4 and Section 2.5, (B) the Rating Agencies and the Trustees have received at least ten days’ prior notice of the merger, consolidation or sale of assets, (C) the merger, consolidation or sale of assets will not conflict with the Certificate of Formation and (D) immediately after giving effect to the merger, consolidation or sale of assets, no default or event of default by or relating to the Company has occurred and is continuing under any material agreement to which the Company is a party;

(vii)         become party to, or permit its properties to be bound by, any indenture, mortgage, contract, agreement or lease, except according to the Basic Documents or any other documents in connection with a Permitted Activity; and

(viii)        amend or repeal this Section 2.4 or Section 2.5, unless required by the Act.

Section 2.5.           Conduct of Business.

(a)           Separateness.  The Company will at all times:

(i)            maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

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(ii)           observe all limited liability company procedures required by this Agreement and the Act;

(iii)          ensure that (A) its business is at all times managed by or under the direction of the Board of Managers, (B) the Board of Managers has authorized all actions requiring authorization and (C) when required by law or by this Agreement, it has obtained authorization for action from its Member;

(iv)          maintain its books, financial statements and other documents and records separate from those of the Member, its Affiliates or any other Person;

(v)           ensure that its assets are not commingled with those of the Member or its Affiliates, and not hold itself out as being liable for the debts of another;

(vi)          maintain its bank accounts and books of account separate from those of its Affiliates, the Member or its Affiliates or any other Person or entity; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and its Affiliates or any other Person;

(vii)         act solely in its own name and through its own managers and agents so as not to mislead others about its identity or the identity of any Affiliate and correct any known misunderstanding about its separate identity, and conduct all oral and written communications, solely in its own name;

(viii)        separately manage its liabilities from those of the Member and its Affiliates and pay its own liabilities, including all administrative expenses, from its own assets, except that (A) the Member or its Affiliates may pay some of the organizational costs of the Company, and the Company will reimburse the Member or its Affiliates for its allocable portion of shared expenses paid by the Member or its Affiliates and (B) the Member or its Affiliates may pay fees and expenses and indemnify parties under Section 2.5(c);

(ix)          maintain arm’s length relationships with its Affiliates;

(x)           not create, incur or assume any indebtedness, other than the Securities and other obligations permitted under the Basic Documents, unless the indebtedness is rated by each Rating Agency then rating the outstanding Securities at the request of the Member or the Company, or unless the Rating Agency Condition is satisfied;

(xi)          not create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders agree or are deemed to have agreed 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 of the debt or securities of the Company and all of the debt or securities issued through the Trusts, they will not to start or pursue against, or join any other Person in starting or pursuing against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law;

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(xii)         operate so that it would not be substantively consolidated for purposes of applicable bankruptcy laws with another entity;

(xiii)        have a sufficient number of Managers and other authorized agents to manage its operations; and

(xiv)        maintain adequate capital in light of its contemplated business operations.

(b)           Corporate Formalities.  The Company will follow all limited liability company formalities, including the maintenance of minute books, and the Company will cause its financial statements to be prepared according to generally accepted accounting principles modified in a manner that indicates the separate existence of the Company and its assets and liabilities.  The Company will not assume the liabilities of the Member or its Affiliates, and will not guarantee the liabilities of the Member or its Affiliates.  The Board of Managers of the Company will make decisions about the business and operations of the Company independent of, and not dictated by, the Member or its Affiliates.

(c)           Indemnification by Member.  The Member in its own capacity (i) may pay fees and expenses of and indemnify the Trustees and other service providers for the Trusts and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions for the issuance of any Securities.

Section 2.6.           Financial and Tax Reporting.

(a)           Fiscal Year.  The fiscal year of the Company for financial and tax reporting purposes will end on December 31 of each year.

(b)           Tax Characterization.  The Member intends that the Company not be a separate entity for purposes of federal income tax or state or local income, franchise or other taxes.

Section 2.7.           Term.  Unless terminated according to this Agreement and the Act, the Company will have perpetual existence.

ARTICLE III
THE MEMBER

Section 3.1.           Member.  The name and address of the Member is as follows:

Ford Motor Credit Company LLC
One American Road
Suite 2411
Dearborn, MI  48126
Attention:  Corporate Secretary

Section 3.2.           Powers of Member.  The Member (acting in that capacity) has the authority to take all actions stated in the Certificate of Formation and this Agreement.

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Section 3.3.           Limited Liability of Member.  Unless stated in any Basic Document, all debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated personally for any debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

Section 3.4.           Special Member.  On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (a) on an assignment by the Member of all of its interest in the Company and the admission of the assignee under Section 3.5 or (b) the resignation of the Member and the admission of an additional member of the Company under Section 3.5), each Independent Manager will automatically be admitted to the Company as a Special Member and will continue the Company without dissolution.  No Special Member may resign from the Company or transfer its rights as a Special Member.  Each Special Member will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager.  On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute member of the Company (a “Substitute Member”).  Each Special Member will be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company’s assets.  Under Section 18-301 of the Act, a Special Member will not be required to make any capital contributions to the Company and will not receive a limited liability company interest in the Company.  A Special Member, in its capacity as a Special Member, may not bind the Company.  Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, has no right to vote on, approve or consent to any action by, or matter relating to, the Company, including the merger, consolidation or conversion of the Company.  To implement the admission to the Company of each Special Member, each Independent Manager will execute a counterpart to this Agreement.  Before its admission to the Company as Special Member, no Independent Manager will be a member of the Company.

Section 3.5.           Assignments; Additional Members.

(a)           Assignments.  The Member may sell, assign or transfer in whole but not in part its interest in the Company without the consent of the Board of Managers or any other Person, except that, so long as any Securities are outstanding, the Member may not sell, assign or transfer its interest in the Company unless the Rating Agency Condition is satisfied.  On the assignment by the Member of all of its limited liability company interest in the Company under this Section 3.5(a), the assignee will be admitted to the Company as a member of the Company on its execution of a document stating its agreement to be bound by this Agreement.  Admission will be considered effective immediately before the assignment and, immediately following admission, the assignor Member will cease to be a member of the Company.  Any successor to the Member by merger or consolidation as permitted by the Basic Documents and this Agreement will, without any further act, be the Member under this Agreement, and the merger or consolidation will not be an assignment for purposes of this Agreement and the Company will continue without dissolution.

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(b)           Resignation of Members.  So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied.  If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement.  Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.

(c)           Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  However, so long as any Securities are outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

ARTICLE IV
MANAGEMENT OF COMPANY;
BOARD OF MANAGERS; OFFICERS

Section 4.1.           General Management.  Other than matters reserved under this Agreement or under the Act to the Member for decision, the business and properties of the Company will be managed by a board of managers (the “Board of Managers”) with the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company and to execute and deliver contracts and other documents in the name and on behalf of the Company.

Section 4.2.           Appointment and Term.  The Member may appoint persons to serve as the managers (each, a “Manager”) on the Board of Managers.  Managers will serve until their successors are appointed by the Member or until their earlier death, disability, resignation, retirement or removal.  Each Manager is designated as a “manager” of the Company under Section 18-101 of the Act.

Section 4.3.           Size of Board; Independent Managers.

(a)           Size of Board.  The Board of Managers will have not less than three nor more than five Managers.  The number may be increased or reduced by amendment of this Agreement.  The Board of Managers will have five individuals, two of which will be Independent Managers.  As of the date of this Agreement, the Board of Managers consists of the following Managers:

David A. Webb

Jane L. Carnarvon

Susan J. Thomas

Frank B. Bilotta, as Independent Manager

Bernard J. Angelo, as Independent Manager

(b)           Independent Managers.  The Board of Managers of the Company will include at least two Managers who are Independent Managers.  So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers).  When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section

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4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Company.  Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers.  The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager.  The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.

(c)           Restricted Activities.  The Company may not, without the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers):

(i)            engage in any business or activity other than the Permitted Activities;

(ii)           amend Section 2.4 to permit the Company to engage in any business or activity other than the Permitted Activities;

(iii)          if permitted by law, dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity or convey or transfer the Company’s properties and assets substantially as an entirety to any entity; or

(iv)          start proceedings to be adjudicated bankrupt or insolvent, or consent to the start of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of the Company’s property, or make any assignment for the benefit of creditors, or admit in writing the Company’s inability to pay the Company’s debts generally as they become due, or take corporate action in furtherance of any such action.

(d)           Meetings.  Meetings of the Board of Managers may be called by any Manager on two business days’ prior notice to each other Manager.  The presence of a majority of the Managers then in office will be a quorum at any meeting of the Board of Managers.  All actions of the Board of Managers will require the affirmative vote of a majority of the Managers then in office.  Meetings of the Board of Managers may be conducted in person or by conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if the number of Managers sufficient to approve the action under this Agreement consent in writing.

Section 4.4.           Power to Bind Company.  Notwithstanding the last sentence of Section 18-402 of the Act, only the Managers and Authorized Officers (acting in those respective capacities) have authority to bind the Company to any third party on any matter.

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Section 4.5.           Restrictions on Power.  The Board of Managers will not have the authority to:

(a)           cause the Company to do any acts that violate or breach any Basic Document or other agreement entered into by the Company;

(b)           take any action that violates the Act, the Certificate of Formation or this Agreement;

(c)           take any action that would make it impossible to carry on the ordinary business of the Company;

(d)           admit any Person as a member of the Company;

(e)           knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or

(f)            except as permitted under Section 9.1, take any action to amend or modify the Certificate of Formation or this Agreement.

Section 4.6.           Obligations of Managers.

(a)           Maintain Company Existence.  Subject to Section 4.3(c)(iii), so long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and in each other jurisdiction necessary to protect the limited liability of the Member or to enable the Company to conduct the Permitted Activities).

(b)           Conduct of Company Business.  Each Manager will devote to the Company the time the Manager determines is necessary to conduct the Company’s business in an appropriate manner.

(c)           Limited Liability of Member.  The Board of Managers will use commercially reasonable efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will state that the Company is a limited liability company formed under the Act.

(d)           Tax Returns and Payments.  The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date any federal, state or local tax returns required to be filed by the Company.  The Board of Managers will cause the Company to pay any taxes payable by the Company.  The Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of the tax and the contest does not materially affect any right or interest of the Company.

(e)           Registrations and Qualifications.  The Board of Managers will cause the Company to be formed or qualified to engage in investment activities for Permitted Activities, or

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be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company then makes investments or transacts business, if the formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Section 4.7.           Resignation.  Any Manager may resign at any time on written notice of resignation to the Member.  Any resignation will be effective immediately unless another effective date is stated in the notice.  Acceptance of a resignation will not be necessary to make it effective.

Section 4.8.           Removal of Managers.  Any Manager may be removed, with or without cause, by the Member, provided that if there are fewer than two Independent Managers after any removal, the Manager will be replaced by an Independent Manager.

Section 4.9.           Filling of Vacancies.  For any increase in the number of Managers, or a vacancy in the Board of Managers, the additional Manager will be appointed by the Member.

Section 4.10.         Managers’ Compensation.  Managers may receive reasonable compensation for their services with expenses, if any, determined by the Board of Managers and the Member.  The compensation and expense will be paid by the Member.

Section 4.11.         Officers.

(a)           Authorized Officers.  The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them.  Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal.  A Person may hold multiple offices.  No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen.  The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.

(b)           Right and Authority.  Each Authorized Officer has the right and authority to take all actions specifically stated in the Certificate of Formation or this Agreement which may be taken by the Company or which the Authorized Officer considers necessary or advisable for the management and conduct of the Company’s business.

(c)           Removal.  Any Authorized Officer of the Company may be removed, with or without cause, by the Board of Managers at any time.  Any Authorized Officer of the Company may resign at any time by notice to the Company.  Resignation will be made in writing and will take effect at the time stated in the notice or, if no time is stated, at the time the Board of Managers receives the notice.  Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

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Section 4.12.         Duties of Managers and Officers.  Each Manager and officer of the Company has a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

ARTICLE V
CAPITAL STRUCTURE AND CONTRIBUTIONS; SERIES

Section 5.1.           Capital Structure.  Ford Credit is the sole member of the Company with an interest of 100% in the Company.

Section 5.2.           Capital Contributions.  The Board of Managers may determine that the Company requires capital and may request the Member to make capital contributions in an amount determined by the Board of Managers.  The Member may, but is not required, to make additional capital contributions.  A capital account will be maintained for the Member, to which contributions and profits will be credited and against which distributions and losses will be charged.

Section 5.3.           Series.

(a)           Separate Series.  The Member may direct the Company to designate a separate series of limited liability company interest of the Company, each of which will be a separate series of limited liability company interest within the Company within the meaning of Section 18-215 of the Act (each, a “Series” and the assets allocated to any Series, “Series Assets” for that Series).

(b)           Specification Notice.  The designation of each Series will be stated in the Specification Notice delivered to the Company by the Member under Section 5.2(a).  The terms of the limited liability company interest in each other Series will be stated in the Specification Notice for the Series.

(c)           Allocation to Single Series.  All assets acquired by the Company will be allocated to a Series, and no asset may at any time be allocated to more than one Series (without limiting the right of more than one Series to be a beneficiary of, or named as the loss payee or additional insured under, any insurance policy).

(d)           Entire Interest.  Each Series will represent the entire limited liability company interest in the related Series Assets.

(e)           Separate Treatment.  According to Section 18-215 of the Act, the Company will maintain separate records for each Series and the related Series Assets.  The Series Assets of each Series will be held and accounted for separately from the Series Assets of all other Series.  Except as required by applicable law or under this Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing for the Series Assets of any Series will be enforceable against that Series only, and not against the Company generally or the Series Assets of any other Series and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for the Company generally or the Series Assets of any other Series will be enforceable against the Series Assets allocated to other Series.

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(f)            Series Document Requirements.  The Company will only enter into obligations for specific Series and not for the Company generally.  The Company will not enter into (or form an entity for the purpose of entering into) more than one transaction for the issuance of Securities under a Series.  Each document entered into by the Company representing an obligation of the Company for a Series will include (i) a limitation of the obligations under the document to the assets of the related Series, (ii) a requirement that the terms of any Security will not include recourse to the assets of any Series other than the related Series, (iii) an agreement by each party that if an Insolvency Event occurs for the Company, any claim that the parties may seek to enforce against the Company or the Series Assets of any Series other than the related Series will be subordinate to the payment in full, including post-petition interest, of the claims of the holder or party related to those other Series and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code, (iv) an election under Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code for any secured claim against the Company or against any those other Series and (v) an agreement of each party 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 Securities, it will not start or pursue against, or join any other Person in starting or pursuing against, the Company insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.

Section 5.4.           Allocation of Series.

(a)           Designation of Series.  At least one business day prior to the Series Issue Date for a Series, the Member will deliver to the Company a notice (each, a “Specification Notice”) stating the terms of the related Series, including:

(i)            the date on which the Series will be issued (the “Series Issue Date”);

(ii)           the first date as of which collections on the Series Assets will also be Series Assets (the “Series Cutoff Date”); and

(iii)          a list of the Series Assets as of the Series Issue Date.

(b)           Rights of the Member in the Series.  The Member will have the right to receive or direct the application of the profits, losses and collections on the Series Assets of a Series, including proceeds from the sale of Series Assets.

(c)           Later Addition of Company Assets to Series.  The Member will identify to the Company any assets that have been acquired or will be acquired by the Company and provide to the Company the following information for those assets:

(i)            the Series to which the assets have been or will be allocated;

(ii)           the date as of which the assets became or will become Series Assets of the Series;

(iii)          the date on which collections on those assets will be Series Assets.

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(d)           Reallocation of Series Assets from One Series to Another.  The Member may direct the Company to cause Series Assets to be reallocated to another Series.  The Member will notify the Company of any Series Assets that have been or will be reallocated to another Series and will provide to the Company the following information for those Series Assets:

(i)            the Series from which the Series Assets have been or will be reallocated;

(ii)           the Series to which the Series Assets have been or will be reallocated;

(iii)          the date of the reallocation (the “Reallocation Date”);

(iv)          the Series Assets reallocated on that Reallocation Date;

(v)           the date on which collections on the reallocated Series Assets will be allocated to the Series to which the Series Assets have been or will be reallocated.

Effective as of the Reallocation Date stated in a notice described above, the Series Assets identified in the notice will be reallocated to the Series stated in the notice.

Section 5.5.           Identification of Assets.  In identifying the assets to be acquired, reallocated or assigned for a Series, the Member will give the Company information sufficient to permit the Company to keep adequate records to distinguish the asset from other similar assets.

Section 5.6.           Reporting to the Member.  The Company will maintain books and records according to Section 18-215 of the Act for the Series Assets of each Series, and will make the books and records available to the Member on request.

ARTICLE VI
PROFITS AND LOSSES; DISTRIBUTIONS

Section 6.1.           Profits and Losses.  For financial accounting and tax purposes, the Company’s net profits or net losses will be determined on an annual basis as determined by the Board of Managers.  In each year, profits and losses will be allocated entirely to the Member.

Section 6.2.           Distributions.  The Board of Managers will cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company or the performance of its obligations under the Basic Documents nor in violation of Sections 18-607 or 18-804 of the Act or for any Permitted Activities.  The distributions of the Company will be allocated entirely to the Member.

ARTICLE VII
LIABILITIES; INDEMNIFICATION

Section 7.1.           Limitation on Liability.  Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or

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omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.           Indemnification.

(a)           Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b)           Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c)           Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

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(d)           No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e)           No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

(f)            Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3.           Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

ARTICLE VIII
OTHER AGREEMENTS

Section 8.1.           Dissolution of the Company.

(a)           Dissolution Events.  The Company will be dissolved on any of the following events:

(i)            the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued as permitted by this Agreement or the Act; or

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(ii)           the entry of a decree of judicial dissolution under the Act.

(b)           No Remaining Member.  On the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, if permitted by law, the personal representative of the member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member in the Company.

(c)           Insolvency of Member.  An Insolvency Event for the Member or a Special Member will not cause the Member or Special Member to cease to be a member of the Company and on the occurrence of an Insolvency Event for the Member or a Special Member, the business of the Company will continue without dissolution.

(d)           Waiver of Right to Dissolve.  Each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company on an Insolvency Event for the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

Section 8.2.           Waiver of Partition; Nature of Interest.  Except as stated in this Agreement, if permitted by law, each of the Member and the Special Members irrevocably waives any right or power that the Person might have to cause the Company or its assets to be partitioned, to cause the appointment of a receiver for all or any part of the assets of the Company, to compel any sale of all or any part of the assets of the Company under any applicable law or to file a complaint or to start any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member will not have any interest in any specific assets of the Company, and the Member will not have the status of a creditor for any distribution under Section 6.2.  The interest of the Member in the Company is personal property.

Section 8.3.           No State Law Partnership.  The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

Section 8.4.           Binding Agreement.  The Member agrees that this Agreement is a legal, valid and binding agreement of the Member, enforceable against the Member by the Independent Managers according to its terms.

ARTICLE IX
MISCELLANEOUS

Section 9.1.           Amendments.  Except as stated in Section 4.5(f) for amendments required by law, this Agreement and the Certificate of Formation may be amended only in writing by the Member existing at the time of this Agreement.  However, so long as any Securities issued by any Trusts are outstanding, no amendment will be effective without satisfaction of the Rating Agency Condition, and Sections 4.3(b) and 4.3(c) may be amended only with the affirmative

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vote or written consent of all of the members of the Board of Managers (including two Independent Managers).  An amendment will become effective as of the date stated in the approval of the Member or if none is stated as of the date of approval or as stated in the Act.

Section 9.2.           Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Member and its permitted successors and assigns.  This Agreement will not be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member.  Nothing in this Agreement will be deemed to create any right in any Person (other than the Indemnified Parties) not a party to this Agreement, and no other Person will have any right or obligation under this Agreement.

Section 9.3.           GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE.

Section 9.4.           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 9.5.           Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 9.6.           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 CREDIT AUTO LEASE TWO LLC
By:	Ford Motor Credit Company LLC,
	as Member
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

CONSENTED TO BY:

/s/ Frank B. Bilotta

Frank B. Bilotta

as an Independent Manager

/s/ Bernard J. Angelo

Bernard J. Angelo

as an Independent Manager

/s/ David A. Webb

David A. Webb

as a Manager

/s/ Jane L. Carnarvon

Jane L. Carnarvon

as a Manager

/s/ Susan J. Thomas

Susan J. Thomas

as a Manager

[Signature Page to Limited Liability Company Agreement (2d A&R)]

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

CAB EAST LLC

The original Certificate of Formation of CAB East LLC was duly endorsed as filed by the Secretary of State of the State of Delaware on January 17, 2003.

The original Certificate of Formation is hereby amended and restated in its entirety to read as follows:

SECTION 1.  Name.  The name of the limited liability company is CAB East LLC (the “Company”).

SECTION 2.  Address.  The address of the registered office of the Company is c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 3.  The name and address of the registered agent for service of process on the Company is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 4.  This Amended and Restated Certificate of Formation sha1l be effective upon filing.

SECTION 5: Series.  Pursuant to Section 18-215(a) of the Delaware Limited Liability Company Act (the “Act”), the Company may issue one or more series of limited liability company interests having the rights and preferences set forth in the limited liability company agreement of the Company, as the same may be amended, supplemented or otherwise modified from time to time (each a “Series”).

SECTION 6: Notice of Limitation of Liabilities of each Series.  Pursuant to Section 18-21 S(b) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series and (b) unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation of CAB East LLC on this 18th day of August, 2004.

Ford Motor Credit Company,
as sole Member
By:	/s/ Shawn W. Murphy
Name:	Shawn W. Murphy
Title:	Authorized Person

EX-3.4

Exhibit 3.4

EXECUTION VERSION

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

of

CAB EAST LLC
(a Delaware Limited Liability Company)

by

CAB EAST HOLDINGS, LLC,
as Member

Dated as of February 5, 2003,
as amended and restated as of December 1, 2015

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND USAGE		1
Section 1.1.	Definitions	1
Section 1.2.	Usage	5
Section 1.3.	Removal of Titling Company Registrar and Titling Company Administrator	6
ARTICLE II ORGANIZATION		6
Section 2.1.	Formation, Name, Location of Office	6
Section 2.2.	Registered Office in Delaware	7
Section 2.3.	Registered Agent	7
Section 2.4.	Purposes and Powers; Restrictions	7
Section 2.5.	Conduct of Business	9
Section 2.6.	Financial and Tax Reporting	11
Section 2.7.	Term	11
ARTICLE III THE MEMBER		11
Section 3.1.	Member	11
Section 3.2.	Powers of Member	11
Section 3.3.	Limited Liability of Member	11
Section 3.4.	Special Member	11
Section 3.5.	Assignments; Additional Members	12
ARTICLE IV MANAGEMENT OF COMPANY; BOARD OF MANAGERS; OFFICERS		13
Section 4.1.	General Management	13
Section 4.2.	Appointment and Term	13
Section 4.3.	Size of Board; Independent Managers	13
Section 4.4.	Power to Bind Company	14
Section 4.5.	Restrictions on Power	14
Section 4.6.	Obligations of Managers	15
Section 4.7.	Resignation	15
Section 4.8.	Removal of Managers	16
Section 4.9.	Filling of Vacancies	16
Section 4.10.	Managers’ Compensation	16
Section 4.11.	Officers	16
Section 4.12.	Duties of Managers and Officers	16
ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS; SPECIFIED INTERESTS		16
Section 5.1.	Capital Structure	16
Section 5.2.	Capital Contributions	17
Section 5.3.	Designation of Specified Interests	17
Section 5.4.	Certain Other Agreements About Specified Interests	18
Section 5.5.	Servicing Agreements	19
Section 5.6.	Allocation of Specified Assets	20
Section 5.7.	Titling Company Notes	21
ARTICLE VI PROFITS AND LOSSES; DISTRIBUTIONS		21
Section 6.1.	Profits and Losses	21
Section 6.2.	Distributions	21

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ARTICLE VII LIABILITIES; INDEMNIFICATION		21
Section 7.1.	Limitation on Liability	21
Section 7.2.	Indemnification	21
Section 7.3.	Survival of Indemnification	23
ARTICLE VIII OTHER AGREEMENTS		23
Section 8.1.	Dissolution of the Company	23
Section 8.2.	Waiver of Partition; Nature of Interest	24
Section 8.3.	Termination of Company or Specified Interest	24
Section 8.4.	No State Law Partnership	24
Section 8.5.	Binding Agreement	24
ARTICLE IX MISCELLANEOUS		25
Section 9.1.	Amendments	25
Section 9.2.	Benefit of Agreement	25
Section 9.3.	GOVERNING LAW	25
Section 9.4.	Severability	25
Section 9.5.	Headings	25
Section 9.6.	Counterparts	25
Exhibit A	Form of Specification Notice

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 5, 2003, as amended and restated as of December 1, 2015 (this “Agreement”), of CAB East LLC, a Delaware limited liability company, by CAB East Holdings, LLC, a Delaware limited liability company, as the sole Member of the Company.

BACKGROUND

Ford Credit established CAB East LLC under a Certificate of Formation, dated and effective as of January 17, 2003, and entered into a Limited Liability Company Agreement, dated as of February 5, 2003, to govern its activities and the conduct of its business.

Under an Initial Specified Interest Contribution Agreement, dated as of November 1, 2004, between Ford Credit and Holdings, Ford Credit contributed, transferred and assigned to Holdings its entire limited liability company interest in the Company, together with its rights as initial member of CAB East LLC.

Holdings, Ford Motor Credit Company LLC, as Titling Company Administrator, and U.S. Bank National Association, as Titling Company Registrar, entered into an Amended and Restated Limited Liability Company Agreement, dated as of November 1, 2004.

Holdings intends to amend and restate the Amended and Restated Limited Liability Company Agreement to remove the Titling Company Registrar and the Titling Company Administrator and make certain other changes, all on the terms in this Agreement.

Holdings agrees as follows:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1.Definitions.  Capitalized terms used in this Agreement are defined below.  Capitalized terms used but not defined in this Agreement have, for a Specified Interest, the meanings given in the related Servicing Agreement.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

“Affiliate” means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person.  For the purposes of this definition, “control” when used with respect to any 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.

“Agreement” has the meaning stated in the preamble.

“Authorized Officers” has the meaning stated in Section 4.11(a).

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

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“Basic Documents” means this Agreement and any Titling Company Note Agreements, Titling Company Notes, Servicing Agreements and other agreements relating to the issuance of Securities, including the documents and certificates delivered in connection with those agreements.

“Board of Managers” has the meaning stated in Section 4.1.

“Certificate of Formation” means the Certificate of Formation of the Company, dated and effective as of January 17, 2003, as amended and restated as of August 18, 2004.

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

“Code” means the Internal Revenue Code of 1986.

“Collection Period” has, for a Specified Interest, the meaning stated in the related Servicing Agreement.

“Collections” has, for a Specified Interest, the meaning stated in the related Servicing Agreement.

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

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

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

“Indemnified Party” has the meaning stated in Section 7.2(a).

“Independent Manager” means an individual who:

(a)at the time of appointment as a manager and during the five years immediately before appointment, and so long as the individual is a Manager of the Company, is not (i) a manager, director, officer or employee of Ford Credit or its Affiliates (other than as an Independent Manager or other similar capacity), (ii) a manager, director, officer or employee of a company which is a supplier of Ford Credit or its Affiliates (other than for services described in clause (c) below), (iii) a beneficial owner of the number of shares of any class of common stock of Ford Credit or its Affiliates the value of which is more than 3% of the individual’s net worth or (iv) a member of the immediate family of an individual described in clauses (i) through (iii);

(b)has prior experience as an independent director or independent manager for a company whose organizational documents required the unanimous consent of all independent directors or independent managers of the company before it could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state bankruptcy law; and

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(c)has at least three years of employment experience with one or more companies that provide, in the ordinary course of their businesses, independent director or independent manager placement services to depositors and issuers of asset-backed securities and special-purpose entities used in securitization or structured finance transactions.

“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.

“Lease” means any lease agreement for a motor vehicle entered into between a Lessee and a motor vehicle dealer and assigned by the dealer to the Company under an existing agreement between the dealer and Ford Credit.

“Lease File” has, for a Lease and a Specified Interest, the meaning stated in the related Servicing Agreement.

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

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

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

“Manager” has the meaning stated in Section 4.2.

“Member” means Holdings or a Substitute Member, each in its capacity as a member of the Company, but will not include a Special Member.

“Opinion of Counsel” means a written opinion of counsel, which counsel may be an employee of Ford Credit or an Affiliate or may provide legal services to Ford Credit or an Affiliate.

“Permitted Activities” has the meaning stated in Section 2.4(a).

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“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.

“Rating Agency” means, for any outstanding Securities, each nationally recognized statistical rating organization engaged by Ford Credit, the Member or the Company to rate the Securities.

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Company and the Servicer that the proposed action or request will not result in a downgrade or withdrawal of its then-current rating on any outstanding Securities for which it is a Rating Agency; or

(b)the Company has given ten business days’ prior notice to the Rating Agency and the Rating Agency has not notified the Company and the Servicer before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the outstanding Securities for which it is a Rating Agency.

“Schedule of Leases and Leased Vehicles” has the meaning stated in Section 5.3(b)(iv).

“Security” means, for a Specified Interest, (a) a Titling Company Note relating to the Specified Interest or (b) any security or other debt obligation that is secured primarily by the Titling Company Note.

“Servicer” has the meaning stated in Section 5.5(a).

“Servicing Agreement” has the meaning stated in Section 5.5(a).

“Special Member” means an Independent Manager admitted as a member of the Company under Section 3.4.

“Specification Notice” has the meaning stated in Section 5.3(b).

“Specified Assets” has the meaning stated in Section 5.3(a).

“Specified Interest” has the meaning stated in Section 5.3(a).

“Specified Interest Cutoff Date” has the meaning stated in Section 5.3(b)(iii).

“Specified Interest Issue Date” has the meaning stated in Section 5.3(b).

“Substitute Member” means a Person appointed as a substitute member of the Company under Section 3.4.

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“Titling Company Assets” means the Leases and Leased Vehicles, all payments on and proceeds of the Leases and Leased Vehicles and all other assets held by the Company.

“Titling Company Note” means, for a Titling Company Note Specified Interest, a debt obligation of the Titling Company which is issued under a Titling Company Note Agreement and secured by all or a portion of the related Specified Assets.

“Titling Company Note Agreement” means, for a Titling Company Note, the agreement under which such Titling Company Note is issued, including a credit and security agreement, indenture or similar document.

“Titling Company Note Specified Interest” has the meaning stated in Section 5.3(b)(v).

“Titling Company Note Trustee” means, for any Titling Company Note Agreement, any collateral agent, security trustee, indenture trustee or other similar Person designated to hold the security interest in the related Specified Assets for the benefit of the related Titling Company Noteholders.

“Titling Company Noteholder” means a registered holder of a Titling Company Note under the related Titling Company Note Agreement.

Section 1.2.Usage.  The following usage rules apply to this Agreement and any document delivered under this Agreement:

(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 Agreement 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.

(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 Agreement 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 Agreement means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.

(f)References to “law” or “applicable law” in this Agreement include all regulations enacted under such law.

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

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

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

(j)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.”

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

Section 1.3.Removal of Titling Company Registrar and Titling Company Administrator.  By their acknowledgement of this Agreement, the Member, the Titling Company Registrar and the Titling Company Administrator agree that (a) U.S. Bank National Association is removed as Titling Company Registrar and will no longer have any right or obligations as Titling Company Registrar and (b) Ford Motor Credit Company LLC is removed as Titling Company Administrator and will no longer have any right or obligations as Titling Company Administrator.

ARTICLE II
ORGANIZATION

Section 2.1.Formation, Name, Location of Office.

(a)Formation.  The Company was formed effective January 17, 2003 by the execution, delivery and filing of the Certificate of Formation with the Secretary of State of the State of Delaware by an “authorized person” within the meaning of the Act, which actions are ratified and confirmed.  On filing of the Certificate of Formation, the powers of the “authorized person” ceased and the Member became the designated “authorized person” and continues as the designated “authorized person” within the meaning of the Act.  The Member will execute or cause to be executed all other documents, and will do or cause to be done all filings, recordings, publishing and other acts necessary or advisable to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company in the State of Delaware and all other jurisdictions where the Company intends to conduct any activities.

(b)Name.  The name of the limited liability company governed by this Agreement is “CAB East LLC” and the business of the Company will be carried on in this name.

(c)Location of Office. The principal office of the Company will be c/o Ford Motor Credit Company LLC, One American Road, Suite 2411, Dearborn, Michigan 48126, Attention: Corporate Secretary, or another place or places the Board of Managers may designate.

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(d)Series Interests.  Under Section 18-215(a) of the Act, the Company will issue one or more series of limited liability company interests.

(e)Limited Liability of Series.  Under Section 8-215(b) of the Act, there will be a limitation of each series of limited liability company interests such that (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for a particular series will be enforceable against the assets of such series only, and not against the assets of the Company generally or the assets of any other series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing of the Company generally or any other series will be enforceable against the assets of such series.

Section 2.2.Registered Office in Delaware.  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.3.Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, County of New Castle in the City of Wilmington.

Section 2.4.Purposes and Powers; Restrictions.

(a)Permitted Activities.  The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):

(i)to acquire and hold title to Leases, Leased Vehicles and other Titling Company Assets for the benefit of the Member;

(ii)to borrow from Ford Credit to finance the purchase of Leases and Leased Vehicles;

(iii)to assign or otherwise transfer title to Leases, Leased Vehicles and Titling Company Assets to, or to the order of, the Member;

(iv)to issue one or more Titling Company Notes for the related Specified Interest, entering into the related Titling Company Note Agreement and pledging any or all of the related Specified Assets to the Titling Company Note Trustee to secure such Titling Company Notes, in each case, individually or jointly and severally with other similar titling company Affiliates;

(v)to engage in such other activities as may be necessary, convenient or advisable in connection with holding title to the Leased Vehicles and other Titling Company Assets, the management of the Titling Company Assets and the making of distributions to the Member and payments to any Titling Company Noteholders;

(vi)to establish bank accounts for the Company;

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(vii)to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; and

(viii)to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

(b)Entry into Basic Documents.  The Company, by or through any Manager or any Authorized Officer on behalf of the Company, may enter into and perform its obligations under the Basic Documents without any further act, vote or approval of any other Person.  This authorization will not be considered a restriction on the powers of any Manager or any Authorized Officer to enter into other agreements on behalf of the Company.

(c)Restricted Activities.  The Company will not, without satisfying the Rating Agency Condition, do any of the following:

(i)engage in any business or activity other than a Permitted Activity;

(ii)create, incur or assume any indebtedness or issue any security unless the indebtedness or security (A) has no recourse to any assets of the Company other than the assets to which the indebtedness or security relates and (B) is not a claim against the Company if cash flow from the assets securing or collateralizing the indebtedness or security is insufficient to repay the debt, and if the indebtedness or security is considered a claim against the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, the claim will be subordinate to the claims of the indebtedness or security to which those assets relate;

(iii)create, incur or assume any indebtedness or issue any security unless the debt or security holders (A) agree or are considered to have agreed that the related debt, liabilities and obligations will be enforceable against the assets securing or collateralizing the indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company and (B) agree or are considered to have agreed that if the debt or security holders are considered to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of the other debt or security holders to those assets and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;

(iv)become or remain liable, directly or contingently, under any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with a Permitted Activity;

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(v)make or allow to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Activities, except that the Company will not be prohibited from causing a distribution of funds to the Member or from making payments on any Titling Company Notes;

(vi)enter into any merger or consolidation with or into any other Person, or convey all or substantially all of its properties and assets to any Person, other than in connection with a Permitted Activity, unless (A) the entity (if other than the Company) formed as a result of or surviving the merger or consolidation, or which acquires the Company’s properties and assets is (i) organized and existing under the laws of the State of Delaware, (ii) assumes the Company’s obligations under the Basic Documents and (iii) is governed under an organizational document with terms substantially identical to this Section 2.4 and Section 2.5, (B) the Rating Agencies, the Member and any Titling Company Noteholders have received at least ten days’ prior notice of the merger, consolidation or sale of assets, (C) the merger, consolidation or sale of assets will not conflict with the Certificate of Formation and (D) immediately after giving effect to the merger, consolidation or sale of assets, no default or event of default by or relating to the Company has occurred and is continuing under any material agreement to which the Company is a party;

(vii)become party to, or permit its properties to be bound by, any indenture, mortgage, contract, agreement or lease, except according to the Basic Documents or any other documents in connection with a Permitted Activity; and

(viii)amend or repeal this Section 2.4 or Section 2.5, unless required by the Act.

Section 2.5.Conduct of Business.

(a)Separateness.  The Company will at all times:

(i)maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

(ii)observe all limited liability company procedures required by this Agreement and the Act;

(iii)ensure that (A) its business is at all times managed by or under the direction of the Board of Managers, (B) the Board of Managers has authorized all actions requiring authorization and (C) when required by law or by this Agreement, it has obtained authorization for action from its Member;

(iv)maintain its books, financial statements and other documents and records separate from those of the Member, its Affiliates or any other Person;

(v)ensure that its assets are not commingled with those of the Member or its Affiliates, and not hold itself out as being liable for the debts of another;

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(vi)maintain its bank accounts and books of account separate from those of its Affiliates, the Member or its Affiliates or any other Person or entity; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and its Affiliates or any other Person;

(vii)act solely in its own name and through its own managers and agents so as not to mislead others about its identity or the identity of any Affiliate and correct any known misunderstanding about its separate identity, and conduct all oral and written communications, solely in its own name;

(viii)separately manage its liabilities from those of the Member and its Affiliates and pay its own liabilities, including all administrative expenses, from its own assets, except that (A) the Member or its Affiliates may pay some of the organizational costs of the Company, and the Company will reimburse the Member or its Affiliates for its allocable portion of shared expenses paid by the Member or its Affiliates and (B) the Member or its Affiliates may pay fees and expenses and indemnify parties under Section 2.5(c);

(ix)maintain arm’s length relationships with its Affiliates;

(x)not create, incur or assume any indebtedness or issue any security unless the debt or security holders agree or are deemed to have agreed 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 of the debt or securities of the Company and all of the Securities they will not to start or pursue against, or join any other Person in starting or pursuing against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law;

(xi)operate so that it would not be substantively consolidated for purposes of applicable bankruptcy laws with another entity;

(xii)have a sufficient number of Managers and other authorized agents to manage its operations; and

(xiii)maintain adequate capital in light of its contemplated business operations.

(b)Corporate Formalities.  The Company will follow all limited liability company formalities, including the maintenance of minute books, and the Company will cause its financial statements to be prepared according to generally accepted accounting principles modified in a manner that indicates the separate existence of the Company and its assets and liabilities.  The Company will not assume the liabilities of the Member or its Affiliates, and will not guarantee the liabilities of the Member or its Affiliates.  The Board of Managers of the Company will make decisions about the business and operations of the Company independent of, and not dictated by, the Member or its Affiliates.

(c)Payments by Member.  The Member or its Affiliates, in their own capacity, may pay fees and expenses of and indemnify parties as provided in the Basic Documents.

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Section 2.6.Financial and Tax Reporting.

(a)Fiscal Year.  The fiscal year of the Company for financial and tax reporting purposes will end on December 31 of each year.

(b)Tax Characterization.  The Member intends that the Company not be a separate entity for purposes of federal income tax or state or local income, franchise or other taxes.  The Member agrees that (i) for U.S. federal, state and local income and franchise tax purposes it will treat its interest in each Specified Interest as a direct ownership interest in the related Specified Assets and (ii) it will not elect or permit an election to be made to treat the Company or any Specified Interest as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes under Section 301.7701-3 of the Treasury Regulations.

Section 2.7.Term.  Unless terminated according to this Agreement and the Act, the Company will have perpetual existence.

ARTICLE III
THE MEMBER

Section 3.1.Member.  The name and address of the Member is as follows:

CAB East Holdings, LLC
c/o Ford Motor Credit Company LLC
One American Road
Suite 2411
Dearborn, MI 48126
Attention:  Corporate Secretary

Section 3.2.Powers of Member.  The Member (acting in that capacity) has the authority to take all actions stated in the Certificate of Formation and this Agreement.

Section 3.3.Limited Liability of Member.  Unless stated in any Basic Document, all debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated personally for any debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

Section 3.4.Special Member.  On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (a) on an assignment by the Member of all of its interest in the Company and the admission of the assignee under Section 3.5 or (b) the resignation of the Member and the admission of an additional member of the Company under Section 3.5), each Independent Manager will automatically be admitted to the Company as a Special Member and will continue the Company without dissolution.  No Special Member may resign from the Company or transfer its rights as a Special Member.  Each Special Member will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager.  On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the

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occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute member of the Company (a “Substitute Member”).  Each Special Member will be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company’s assets.  Under Section 18-301 of the Act, a Special Member will not be required to make any capital contributions to the Company and will not receive a limited liability company interest in the Company.  A Special Member, in its capacity as a Special Member, may not bind the Company.  Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, has no right to vote on, approve or consent to any action by, or matter relating to, the Company, including the merger, consolidation or conversion of the Company.  To implement the admission to the Company of each Special Member, each Independent Manager will execute a counterpart to this Agreement.  Before its admission to the Company as Special Member, no Independent Manager will be a member of the Company.

Section 3.5.Assignments; Additional Members.

(a)Assignments.  The Member may sell, assign or transfer in whole but not in part its interest in the Company without the consent of the Board of Managers or any other Person, except that, so long as any Securities are outstanding, the Member may not sell, assign or transfer its interest in the Company unless (i) the Member delivers an Opinion of Counsel to the Titling Company Noteholders that the sale, assignment and transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (ii) the Rating Agency Condition is satisfied.  Any attempted sale, assignment or transfer in violation of this Section 3.5(a) will be void from the beginning.  On the assignment by the Member of all of its limited liability company interest in the Company under this Section 3.5(a), the assignee will be admitted to the Company as a member of the Company on its execution of a document stating its agreement to be bound by this Agreement.  Admission will be considered effective immediately before the assignment and, immediately following admission, the assignor Member will cease to be a member of the Company.  Any successor to the Member by merger or consolidation as permitted by the Basic Documents and this Agreement will, without any further act, be the Member under this Agreement, and the merger or consolidation will not be an assignment for purposes of this Agreement and the Company will continue without dissolution.

(b)Resignation of Members.  So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied.  If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement.  Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.

(c)Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  However, so long as any Securities are outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

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ARTICLE IV
MANAGEMENT OF COMPANY;
BOARD OF MANAGERS; OFFICERS

Section 4.1.General Management.  Other than matters reserved under this Agreement or under the Act to the Member for decision, the business and properties of the Company will be managed by a board of managers (the “Board of Managers”) with the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company and to execute and deliver contracts and other documents in the name and on behalf of the Company.

Section 4.2.Appointment and Term.  The Member may appoint persons to serve as the managers (each, a “Manager”) on the Board of Managers.  Managers will serve until their successors are appointed by the Member or until their earlier death, disability, resignation, retirement or removal.  Each Manager is designated as a “manager” of the Company under Section 18-101 of the Act.

Section 4.3.Size of Board; Independent Managers.

(a)Size of Board.  The Board of Managers will have not less than three nor more than five Managers.  The number may be increased or reduced by amendment of this Agreement.  The Board of Managers will have five individuals, two of which will be Independent Managers.  As of the date of this Agreement, the Board of Managers consists of the following Managers:

Samuel P. Smith

Jane L. Carnarvon

Susan J. Thomas

Frank B. Bilotta, as Independent Manager

Bernard J. Angelo, as Independent Manager

(b)Independent Managers.  The Board of Managers of the Company will include at least two Managers who are Independent Managers.  So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers).  When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section 4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Titling Company Noteholders and holders of the Securities as well as the interests of the Company.  Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers.  The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager.  The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.

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(c)Restricted Activities.  The Company may not, without the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers):

(i)engage in any business or activity other than the Permitted Activities;

(ii)amend Section 2.4 to permit the Company to engage in any business or activity other than the Permitted Activities;

(iii)if permitted by law, dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity or convey or transfer the Company’s properties and assets substantially as an entirety to any entity; or

(iv)start proceedings to be adjudicated bankrupt or insolvent, or consent to the start of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of the Company’s property, or make any assignment for the benefit of creditors, or admit in writing the Company’s inability to pay the Company’s debts generally as they become due, or take corporate action in furtherance of any such action.

(d)Meetings.  Meetings of the Board of Managers may be called by any Manager on two business days’ prior notice to each other Manager.  The presence of a majority of the Managers then in office will be a quorum at any meeting of the Board of Managers.  Except as stated in Section 4.3(b) or 4.3(c), all actions of the Board of Managers will require the affirmative vote of a majority of the Managers then in office.  Meetings of the Board of Managers may be conducted in person or by conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if the number of Managers sufficient to approve the action under this Agreement consent in writing.

Section 4.4.Power to Bind Company.  Notwithstanding the last sentence of Section 18-402 of the Act, only the Managers and Authorized Officers (acting in those respective capacities) have authority to bind the Company to any third party on any matter.

Section 4.5.Restrictions on Power.  The Board of Managers will not have the authority to:

(a)cause the Company to do any acts that violate or breach any Basic Document or other agreement entered into by the Company;

(b)take any action that violates the Act, the Certificate of Formation or this Agreement;

(c)take any action that would make it impossible to carry on the ordinary business of the Company;

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(d)admit any Person as a member of the Company;

(e)knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or

(f)except as permitted under Section 9.1, take any action to amend or modify the Certificate of Formation or this Agreement.

Section 4.6.Obligations of Managers.

(a)Maintain Company Existence.  Subject to Section 4.3(c)(iii), so long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and in each other jurisdiction necessary to protect the limited liability of the Member or any Titling Company Noteholders or to enable the Company to conduct the Permitted Activities).

(b)Conduct of Company Business.  Each Manager will devote to the Company the time the Manager determines is necessary to conduct the Company’s business in an appropriate manner.

(c)Limited Liability of Member.  The Board of Managers will use commercially reasonable efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will state that the Company is a limited liability company formed under the Act.

(d)Tax Returns and Payments.  The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date any federal, state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company.  The Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of the tax and the contest does not materially affect any right or interest of the Company.

(e)Registrations and Qualifications.  The Board of Managers will cause the Company to be formed or qualified to engage in investment activities for Permitted Activities, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company then makes investments or transacts business, if the formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Section 4.7.Resignation.  Any Manager may resign at any time on written notice of resignation to the Member.  Any resignation will be effective immediately unless another effective date is stated in the notice.  Acceptance of a resignation will not be necessary to make it effective.

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Section 4.8.Removal of Managers.  Any Manager may be removed, with or without cause, by the Member, provided that if there are fewer than two Independent Managers after any removal, the Manager will be replaced by an Independent Manager.

Section 4.9.Filling of Vacancies.  For any increase in the number of Managers, or a vacancy in the Board of Managers, the additional Manager will be appointed by the Member.

Section 4.10.Managers’ Compensation.  Managers may receive reasonable compensation for their services with expenses, if any, determined by the Board of Managers and the Member.  The compensation and expense will be paid by the Member.

Section 4.11.Officers.

(a)Authorized Officers.  The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them.  Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal.  A Person may hold multiple offices.  No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen.  The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.

(b)Right and Authority.  Each Authorized Officer has the right and authority to take all actions specifically stated in the Certificate of Formation or this Agreement which may be taken by the Company or which the Authorized Officer considers necessary or advisable for the management and conduct of the Company’s business.

(c)Removal.  Any Authorized Officer of the Company may be removed, with or without cause, by the Board of Managers at any time.  Any Authorized Officer of the Company may resign at any time by notice to the Company.  Resignation will be made in writing and will take effect at the time stated in the notice or, if no time is stated, at the time the Board of Managers receives the notice.  Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

Section 4.12.Duties of Managers and Officers.  Each Manager and officer of the Company has a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

ARTICLE V
CAPITAL STRUCTURE AND CONTRIBUTIONS;
SPECIFIED INTERESTS

Section 5.1.Capital Structure.  Holdings is the sole member of the Company with an interest of 100% in the Company.

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Section 5.2.Capital Contributions.  The Board of Managers may determine that the Company requires capital and may request the Member to make capital contributions in an amount determined by the Board of Managers.  The Member may, but is not required, to make additional capital contributions.  A capital account will be maintained for the Member, to which contributions and profits will be credited and against which distributions and losses will be charged.

Section 5.3.Designation of Specified Interests.

(a)Specified Interests; Specified Assets.  The Member may direct the Company to designate a separate series of limited liability company interest in the Company within the meaning of Section 18-215 of the Act (each, a “Specified Interest”) and specify the Titling Company Assets that are or will be allocated to the Specified Interest.  The Titling Company Assets allocated to a Specified Interest are the “Specified Assets” for that Specified Interest.

(b)Delivery of Specification Notice.  To designate a new Specified Interest, the Member will deliver a notice, substantially in the form of Exhibit A (each, a “Specification Notice”), to the Company at least one business day prior to the date that the Specified Interest will be issued (the “Specified Interest Issue Date”).  The Specification Notice will state the terms of the Specified Interest and the Specified Assets allocated to such Specified Interest, including:

(i)the Specified Interest Issue Date;

(ii)that (A) additional Leases and Leased Vehicles may be allocated to the Specified Interest or (B) no additional Leases and Leased Vehicles may be allocated to the Specified Interest;

(iii)the first date as of which Collections on the related Specified Assets will be allocated to the Specified Interest (the “Specified Interest Cutoff Date”);

(iv)a schedule listing the Leases and Leased Vehicles, if any, to be initially allocated to such Specified Interest (a “Schedule of Leases and Leased Vehicles”); and

(v)that (A) Titling Company Notes may be issued by the Company for such Specified Interest (such Specified Interest a “Titling Company Note Specified Interest”) or (B) Titling Company Notes may not be issued by the Company for such Specified Interest.

(c)Rights of Member.  On the Specified Interest Issue Date, the Member will hold the entire limited liability company interest in the Specified Assets for that Specified Interest at that time.  The Member, subject to the rights of any related Titling Company Noteholders and to the related Servicing Agreement and any other document to which the related Specified Assets are subject, will have the exclusive right to administer, manage and control the related Specified Assets, including the right to:

(i)direct the Company to assign or otherwise transfer any related Leases, Leased Vehicles or other Specified Assets to, or to the order of, the Member;

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(ii)receive or direct the application of all Collections on the Specified Assets, which Collections will be assets of the Member;

(iii)designate, remove and direct the actions of the related Servicer and specify the terms of the related Servicing Agreement according to Section 5.5;

(iv)direct the Company to accept assignment of title to Leases and Leased Vehicles (or instruct the related Servicer, as their agent, to so direct the Company) for allocation to the Specified Interest according to Section 5.6;

(v)direct the Company to reallocate any related Leases, Leased Vehicles or other Specified Assets to a different Specified Interest according to Section 5.6;

(vi)for a Titling Company Note Specified Interest, direct the Company to issue Titling Company Notes for the Specified Interest and pledge any or all of the related Specified Assets to secure such Titling Company Notes, subject to and according to the terms of this Agreement and the related Specification Notice; and

(vii)give directions to the Company, the Board of Managers or the related Servicer for the Specified Interest unless the directed action or inaction would conflict with this Agreement or any document to which the related Specified Assets are subject.

(d)No Legal Title to Titling Company Assets.  Notwithstanding anything in this Agreement to the contrary, legal title to all Titling Company Assets will be vested at all times in the Company.  The Member will not have legal title to any Titling Company Assets.  However, as stated in Section 5.3(c)(vii), the Member may, subject to the related Servicing Agreement, direct the Company to deliver the related Specified Assets to the Member or at its direction.

Section 5.4.Certain Other Agreements About Specified Interests.

(a)Separate Records; Limitation of Liability.  According to Section 18-215 of the Act, the Company and the Member will maintain separate records for the Specified Assets allocated to each Specified Interest.  The Specified Assets allocated to each Specified Interest will be held and accounted for separately from the Specified Assets allocated to each other Specified Interest.  Except as required by applicable law or under this Agreement the debts, liabilities and obligations incurred, contracted for or otherwise existing for a Specified Interest will be enforceable against the Specified Assets allocated to that Specified Interest only, and not against the Company generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for the Company generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to other Specified Interests.

(b)Acknowledgment of Limitation of Liability.  Each Security will include a statement limiting the obligation represented by such Security to the Specified Interest related to the Security was issued or entered into.  Each Security will also include an acknowledgment and agreement by the holder of the Securities to the effect that if an Insolvency Event occurs for the Company, any claim that such holder or party may seek to enforce at any time against the Company or the Specified Assets of any Specified Interest other than the Specified Interest in

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connection with which such Security was issued will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities related to such other Specified Interest.

(c)Subordination Agreement.  Each Security will include a statement that each holder of or party to such Security 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 any secured claim that such holder or party, as the case may be, may have at any time against the Company or against any Specified Interest other than the Specified Interest in connection with which such Security was issued.

(d)No Petition.  Each Security will include a statement that each holder of or party to such Security 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 distributions to all Titling Company Noteholders, it will not start or pursue against, or join any other Person in starting or pursuing against, the Company insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.

Section 5.5.Servicing Agreements.

(a)Company Responsible for Servicing Specified Assets.  The Company, acting for the Member, will be responsible for the administration, servicing, management and control of the Specified Assets allocated to the Specified Interest.  The Company, acting for the Member, will engage a servicer to administer, manage and control the Specified Assets allocated to the related Specified Interest (each, a “Servicer”) under a servicing agreement (a “Servicing Agreement”).  The Company may assign to the related Servicer rights of the Company under this Agreement, including the rights granted to the Member under Section 5.3(c), to be exercised in connection with the Servicer’s performance of its obligations under the related Servicing Agreement.  Each Servicing Agreement will state the rights and obligations of the related Servicer, including:

(i)the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems for the related Specified Assets; and

(ii)the appointment of a custodian of the Lease Files for the related Specified Assets.

(b)Titling of Leased Vehicles.  The Servicing Agreement for each Specified Interest will state that the related Servicer will cause the Certificate of Title for each Leased Vehicle assigned to the Titling Company for allocation to such Specified Interest to be issued in the name “CAB East LLC”.

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

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interest or a holder entitled to enforce the Lease, the Company will, at such 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 name of the Company.

(d)Titling Company Accounts.  If stated in the Servicing Agreement for any Specified Interest, the Company or the related Servicer will establish and maintain in the name of the Company, or other name that identifies the Company as the holder of the account, one or more separate deposit accounts or securities accounts for the benefit of the Member.  Any account will be under the sole dominion and control of the Member, subject to the rights of any related Titling Company Noteholders, except to the extent otherwise stated in the Servicing Agreement.

Section 5.6.Allocation of Specified Assets.

(a)Single Specified Interest.  If there is only one Specified Interest, all Titling Company Assets will be automatically deemed to be allocated to such Specified Interest on acquisition by the Company without further action by any party.

(b)Multiple Specified Interests.  If there are more than one Specified Interests at any time, the Company will, or will cause the related Servicer to, maintain adequate records of any Leases, Leased Vehicles or other assets that have been or are to be (i) acquired by the Company for allocation to a Specified Interest, (ii) assigned or otherwise transferred from the Specified Interest or (iii) reallocated to another Specified Interest, including the following information for those assets:

(A)the Specified Interest to which such assets have been or are to be allocated and/or the Specified Interest from which such assets have been or are to be assigned or reallocated;

(B)the date of the acquisition, assignment or reallocation; and

(C)the date as of which Collections on such assets will be allocated or will cease to be allocated to the related Specified Interests.

No Titling Company Asset may be allocated at any time to more than one Specified Interest.  The allocation, assignment or reallocation of the Leases, Leased Vehicles or other assets identified in the notice will be effective on the date stated in the Specification Notice for the Specified Interest.

(c)Reporting; Identification of Assets.  The Company (or the related Servicer on its behalf) will report to the Member for assets acquired, assigned, transferred, or reallocated under Section 5.6(b) in a manner agreed to by the Company (or the related Servicer on their behalf) and the Member to permit the Member to track its investment in each Specified Interest in the Company.  Any report will identify Leases, Leased Vehicles and any other Titling Company Assets in sufficient detail to permit the Member to identify such Titling Company Assets separately from any other Titling Company Assets.

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(d)Company Books and Records.  The Company will make all books and records maintained by the Company for the Titling Company Assets available to the Member for inspection, on reasonable notice and during the normal business hours of the Company.

Section 5.7.Titling Company Notes.  The Company may issue Titling Company Notes for (and only for) any Titling Company Note Specified Interest.  If stated in the Titling Company Note Agreement for any Titling Company Notes or in the Specification Notice for the related Specified Interest, the related Titling Company Noteholders may designate a Titling Company Note Trustee to exercise the rights of such Titling Company Noteholders under this Agreement.  If no Titling Company Note Trustee is designated, unless otherwise stated in the related Specification Notice, the rights of the Titling Company Noteholders may be exercised only with the consent of 100% of the Titling Company Noteholders.

ARTICLE VI
PROFITS AND LOSSES; DISTRIBUTIONS

Section 6.1.Profits and Losses.  For financial accounting and tax purposes, the Company’s net profits or net losses will be determined on an annual basis as determined by the Board of Managers.  In each year, profits and losses will be allocated entirely to the Member.

Section 6.2.Distributions.  The Board of Managers will cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company or the performance of its obligations under the Basic Documents nor in violation of Sections 18-607 or 18-804 of the Act or for any Permitted Activities.  The distributions of the Company will be allocated entirely to the Member.

ARTICLE VII
LIABILITIES; INDEMNIFICATION

Section 7.1.Limitation on Liability.  Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification.

(a)Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’

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fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b)Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c)Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d)No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e)No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

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(f)Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3.Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

ARTICLE VIII
OTHER AGREEMENTS

Section 8.1.Dissolution of the Company.

(a)Dissolution Events.  The Company will be dissolved on any of the following events:

(i)the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued as permitted by this Agreement or the Act; or

(ii)the entry of a decree of judicial dissolution under the Act.

(b)No Remaining Member.  On the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, if permitted by law, the personal representative of the member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member in the Company.

(c)Insolvency of Member.  An Insolvency Event for the Member or a Special Member will not cause the Member or Special Member to cease to be a member of the Company and on the occurrence of an Insolvency Event for the Member or a Special Member, the business of the Company will continue without dissolution.

23

(d)Waiver of Right to Dissolve.  Each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company on an Insolvency Event for the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

(e)Distribution of Titling Company Assets.  On dissolution of the Company, the Company will distribute all Titling Company Assets to the Member, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

Section 8.2.Waiver of Partition; Nature of Interest.  Except as stated in this Agreement, if permitted by law, each of the Member and the Special Members irrevocably waives any right or power that the Person might have to cause the Company or its assets to be partitioned, to cause the appointment of a receiver for all or any part of the assets of the Company, to compel any sale of all or any part of the assets of the Company under any applicable law or to file a complaint or to start any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member will not have any interest in any specific assets of the Company, and the Member will not have the status of a creditor for any distribution under Section 6.2.  The interest of the Member in the Company is personal property.

Section 8.3.Termination of Company or Specified Interest.

(a)Termination of Company.  So long as no Titling Company Notes are outstanding, this Agreement and the Company may be terminated at the direction of the Member.  On termination, the Company will distribute all Titling Company Assets to the Member, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

(b)Termination of Specified Interests.  Any Specified Interest may be terminated on receipt by the Company of direction from the Member, subject to the rights of any Titling Company Noteholders.  On termination, the Company will distribute to the Member, subject to the rights of any Titling Company Noteholders, all related Specified Assets, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

Section 8.4.No State Law Partnership.  The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

Section 8.5.Binding Agreement.  The Member agrees that this Agreement is a legal, valid and binding agreement of the Member, enforceable against the Member by the Independent Managers according to its terms.

24

ARTICLE IX
MISCELLANEOUS

Section 9.1.Amendments.  Except for amendments required by law, this Agreement and the Certificate of Formation may be amended only in writing by the Member existing at the time of this Agreement.  However, so long as any Securities are outstanding, no amendment will be effective without satisfaction of the Rating Agency Condition, and Sections 4.3(b) and 4.3(c) may be amended only with the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers).  An amendment will become effective as of the date stated in the approval of the Member or if none is stated as of the date of approval or as stated in the Act.

Section 9.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Member and its permitted successors and assigns.  This Agreement will not be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member.  Nothing in this Agreement will be deemed to create any right in any Person (other than the Indemnified Parties) not a party to this Agreement, and no other Person will have any right or obligation under this Agreement.

Section 9.3.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 9.4.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 9.5.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 9.6.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]

25

EXECUTED BY:

CAB EAST HOLDINGS, LLC,
	as Member
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

ACKNOWLEDGED AND AGREED
	with respect to Section 1.3:
U.S. BANK NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Titling Company Registrar
By:		/s/ Melissa Rosal
	Name:	Melissa Rosal
	Title:	Vice President
FORD MOTOR CREDIT COMPANY LLC,
	as Titling Company Administrator
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

CONSENTED TO BY:

/s/ Frank B. Bilotta

Frank B. Bilotta

as an Independent Manager

/s/ Bernard J. Angelo

Bernard J. Angelo

as an Independent Manager

/s/ David A. Webb

David A. Webb

as a Manager

/s/ Jane L. Carnarvon

Jane L. Carnarvon

as a Manager

/s/ Susan J. Thomas

Susan J. Thomas

as a Manager

[Signature Page to Limited Liability Company Agreement (2d A&R)]

EXHIBIT A

Form of Specification Notice

CAB EAST LLC

SPECIFICATION NOTICE

[          ], 20      

To:CAB East LLC (the “Company”)

Re:Designation of [             ]

Reference is made to the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of December 1, 2015 (the “Titling Company Agreement”), by CAB East Holdings, LLC, as Member.  Capitalized terms used but not defined in this Specification Notice are defined in the Titling Company Agreement, which also contains usage rules that apply to this Specification Notice.

1.Under Section 5.3(a) of the Titling Company Agreement, you are directed to designate a Specified Interest of the Company, to be known as the “[             ] Specified Interest”, representing the entire limited liability company interest in the Specified Assets allocated from time to time to such Specified Interest and listed in the Schedule of [   ] Assets.

2.The [             ] Specified Interest will be a separate series of the Company within the meaning of Section 18-215(a) of the Act.

3.Under Section 5.3(b)(i) of the Titling Company Agreement, the Specified Interest Issue Date of the [             ] Specified Interest is [             ].

4.Under Section 5.3(b)(iii) of the Titling Company Agreement, the Specified Interest Cutoff Date for the [             ] Specified Interest will be [             ].

5.Under Section 5.3(b)(v) of the Titling Company Agreement, Titling Company Notes [may] [may not] be issued for the [         ] Specified Interest.

6.Under Section 5.3(c) of the Titling Company Agreement, the Member is designated as the holder of the entire limited liability company interest relating to the [             ] Specified Interest as of the [             ] Specified Interest Issue Date, and has certain rights for the [         ] Specified Interest, including the right to receive or direct the application of all Collections on the related Specified Assets, which Collections will be assets of the Member.

EA-1

EXECUTED BY:
	[                                                                                                             ]
		as Member
	By:
		Name:
		Title:

EA-2

EX-3.5

Exhibit 3.5

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

CAB WEST LLC

The original Certificate of Formation of CAB West LLC was duly endorsed as filed by the Secretary of State of the State of Delaware on January 17, 2003.

The original Certificate of Formation is hereby amended and restated in its entirety to read as follows:

SECTION 1.  Name.  The name of the limited liability company is CAB West LLC (the “Company”).

SECTION 2.  Address.  The address of the registered office of the Company is c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 3.  The name and address of the registered agent for service of process on the Company is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

SECTION 4.  This Amended and Restated Certificate of Formation sha1l be effective upon filing.

SECTION 5: Series.  Pursuant to Section 18-215(a) of the Delaware Limited Liability Company Act (the “Act”), the Company may issue one or more series of limited liability company interests having the rights and preferences set forth in the limited liability company agreement of the Company, as the same may be amended, supplemented or otherwise modified from time to time (each a “Series”).

SECTION 6: Notice of Limitation of Liabilities of each Series.  Pursuant to Section 18-21 S(b) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series and (b) unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation of CAB West LLC on this 18th day of August, 2004.

Ford Motor Credit Company,
as sole Member
By:	/s/ Shawn W. Murphy
Name:	Shawn W. Murphy
Title:	Authorized Person

EX-3.6

Exhibit 3.6

EXECUTION VERSION

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

of

CAB WEST LLC
(a Delaware Limited Liability Company)

by

CAB WEST HOLDINGS, LLC,
as Member

Dated as of February 5, 2003,
as amended and restated as of December 1, 2015

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND USAGE		1
Section 1.1.	Definitions	1
Section 1.2.	Usage	5
Section 1.3.	Removal of Titling Company Registrar and Titling Company Administrator	6
ARTICLE II ORGANIZATION		6
Section 2.1.	Formation, Name, Location of Office	6
Section 2.2.	Registered Office in Delaware	7
Section 2.3.	Registered Agent	7
Section 2.4.	Purposes and Powers; Restrictions	7
Section 2.5.	Conduct of Business	9
Section 2.6.	Financial and Tax Reporting	11
Section 2.7.	Term	11
ARTICLE III THE MEMBER		11
Section 3.1.	Member	11
Section 3.2.	Powers of Member	11
Section 3.3.	Limited Liability of Member	11
Section 3.4.	Special Member	11
Section 3.5.	Assignments; Additional Members	12
ARTICLE IV MANAGEMENT OF COMPANY; BOARD OF MANAGERS; OFFICERS		13
Section 4.1.	General Management	13
Section 4.2.	Appointment and Term	13
Section 4.3.	Size of Board; Independent Managers	13
Section 4.4.	Power to Bind Company	14
Section 4.5.	Restrictions on Power	14
Section 4.6.	Obligations of Managers	15
Section 4.7.	Resignation	15
Section 4.8.	Removal of Managers	16
Section 4.9.	Filling of Vacancies	16
Section 4.10.	Managers’ Compensation	16
Section 4.11.	Officers	16
Section 4.12.	Duties of Managers and Officers	16
ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS; SPECIFIED INTERESTS		16
Section 5.1.	Capital Structure	16
Section 5.2.	Capital Contributions	17
Section 5.3.	Designation of Specified Interests	17
Section 5.4.	Certain Other Agreements About Specified Interests	18
Section 5.5.	Servicing Agreements	19
Section 5.6.	Allocation of Specified Assets	20
Section 5.7.	Titling Company Notes	21
ARTICLE VI PROFITS AND LOSSES; DISTRIBUTIONS		21
Section 6.1.	Profits and Losses	21
Section 6.2.	Distributions	21

i

ARTICLE VII LIABILITIES; INDEMNIFICATION		21
Section 7.1.	Limitation on Liability	21
Section 7.2.	Indemnification	21
Section 7.3.	Survival of Indemnification	23
ARTICLE VIII OTHER AGREEMENTS		23
Section 8.1.	Dissolution of the Company	23
Section 8.2.	Waiver of Partition; Nature of Interest	24
Section 8.3.	Termination of Company or Specified Interest	24
Section 8.4.	No State Law Partnership	24
Section 8.5.	Binding Agreement	24
ARTICLE IX MISCELLANEOUS		25
Section 9.1.	Amendments	25
Section 9.2.	Benefit of Agreement	25
Section 9.3.	GOVERNING LAW	25
Section 9.4.	Severability	25
Section 9.5.	Headings	25
Section 9.6.	Counterparts	25

Exhibit AForm of Specification Notice

ii

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 5, 2003, as amended and restated as of December 1, 2015 (this “Agreement”), of CAB West LLC, a Delaware limited liability company, by CAB West Holdings, LLC, a Delaware limited liability company, as the sole Member of the Company.

BACKGROUND

Ford Credit established CAB West LLC under a Certificate of Formation, dated and effective as of January 17, 2003, and entered into a Limited Liability Company Agreement, dated as of February 5, 2003, to govern its activities and the conduct of its business.

Under an Initial Specified Interest Contribution Agreement, dated as of November 1, 2004, between Ford Credit and Holdings, Ford Credit contributed, transferred and assigned to Holdings its entire limited liability company interest in the Company, together with its rights as initial member of CAB West LLC.

Holdings, Ford Motor Credit Company LLC, as Titling Company Administrator, and U.S. Bank National Association, as Titling Company Registrar, entered into an Amended and Restated Limited Liability Company Agreement, dated as of November 1, 2004.

Holdings intends to amend and restate the Amended and Restated Limited Liability Company Agreement to remove the Titling Company Registrar and the Titling Company Administrator and make certain other changes, all on the terms in this Agreement.

Holdings agrees as follows:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1.Definitions.  Capitalized terms used in this Agreement are defined below.  Capitalized terms used but not defined in this Agreement have, for a Specified Interest, the meanings given in the related Servicing Agreement.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

“Affiliate” means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person.  For the purposes of this definition, “control” when used with respect to any 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.

“Agreement” has the meaning stated in the preamble.

“Authorized Officers” has the meaning stated in Section 4.11(a).

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

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“Basic Documents” means this Agreement and any Titling Company Note Agreements, Titling Company Notes, Servicing Agreements and other agreements relating to the issuance of Securities, including the documents and certificates delivered in connection with those agreements.

“Board of Managers” has the meaning stated in Section 4.1.

“Certificate of Formation” means the Certificate of Formation of the Company, dated and effective as of January 17, 2003, as amended and restated as of August 18, 2004.

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

“Code” means the Internal Revenue Code of 1986.

“Collection Period” has, for a Specified Interest, the meaning stated in the related Servicing Agreement.

“Collections” has, for a Specified Interest, the meaning stated in the related Servicing Agreement.

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

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

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

“Indemnified Party” has the meaning stated in Section 7.2(a).

“Independent Manager” means an individual who:

(a)at the time of appointment as a manager and during the five years immediately before appointment, and so long as the individual is a Manager of the Company, is not (i) a manager, director, officer or employee of Ford Credit or its Affiliates (other than as an Independent Manager or other similar capacity), (ii) a manager, director, officer or employee of a company which is a supplier of Ford Credit or its Affiliates (other than for services described in clause (c) below), (iii) a beneficial owner of the number of shares of any class of common stock of Ford Credit or its Affiliates the value of which is more than 3% of the individual’s net worth or (iv) a member of the immediate family of an individual described in clauses (i) through (iii);

(b)has prior experience as an independent director or independent manager for a company whose organizational documents required the unanimous consent of all independent directors or independent managers of the company before it could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state bankruptcy law; and

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(c)has at least three years of employment experience with one or more companies that provide, in the ordinary course of their businesses, independent director or independent manager placement services to depositors and issuers of asset-backed securities and special-purpose entities used in securitization or structured finance transactions.

“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.

“Lease” means any lease agreement for a motor vehicle entered into between a Lessee and a motor vehicle dealer and assigned by the dealer to the Company under an existing agreement between the dealer and Ford Credit.

“Lease File” has, for a Lease and a Specified Interest, the meaning stated in the related Servicing Agreement.

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

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

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

“Manager” has the meaning stated in Section 4.2.

“Member” means Holdings or a Substitute Member, each in its capacity as a member of the Company, but will not include a Special Member.

“Opinion of Counsel” means a written opinion of counsel, which counsel may be an employee of Ford Credit or an Affiliate or may provide legal services to Ford Credit or an Affiliate.

“Permitted Activities” has the meaning stated in Section 2.4(a).

3

“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.

“Rating Agency” means, for any outstanding Securities, each nationally recognized statistical rating organization engaged by Ford Credit, the Member or the Company to rate the Securities.

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Company and the Servicer that the proposed action or request will not result in a downgrade or withdrawal of its then-current rating on any outstanding Securities for which it is a Rating Agency; or

(b)the Company has given ten business days’ prior notice to the Rating Agency and the Rating Agency has not notified the Company and the Servicer before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the outstanding Securities for which it is a Rating Agency.

“Schedule of Leases and Leased Vehicles” has the meaning stated in Section 5.3(b)(iv).

“Security” means, for a Specified Interest, (a) a Titling Company Note relating to the Specified Interest or (b) any security or other debt obligation that is secured primarily by the Titling Company Note.

“Servicer” has the meaning stated in Section 5.5(a).

“Servicing Agreement” has the meaning stated in Section 5.5(a).

“Special Member” means an Independent Manager admitted as a member of the Company under Section 3.4.

“Specification Notice” has the meaning stated in Section 5.3(b).

“Specified Assets” has the meaning stated in Section 5.3(a).

“Specified Interest” has the meaning stated in Section 5.3(a).

“Specified Interest Cutoff Date” has the meaning stated in Section 5.3(b)(iii).

“Specified Interest Issue Date” has the meaning stated in Section 5.3(b).

“Substitute Member” means a Person appointed as a substitute member of the Company under Section 3.4.

4

“Titling Company Assets” means the Leases and Leased Vehicles, all payments on and proceeds of the Leases and Leased Vehicles and all other assets held by the Company.

“Titling Company Note” means, for a Titling Company Note Specified Interest, a debt obligation of the Titling Company which is issued under a Titling Company Note Agreement and secured by all or a portion of the related Specified Assets.

“Titling Company Note Agreement” means, for a Titling Company Note, the agreement under which such Titling Company Note is issued, including a credit and security agreement, indenture or similar document.

“Titling Company Note Specified Interest” has the meaning stated in Section 5.3(b)(v).

“Titling Company Note Trustee” means, for any Titling Company Note Agreement, any collateral agent, security trustee, indenture trustee or other similar Person designated to hold the security interest in the related Specified Assets for the benefit of the related Titling Company Noteholders.

“Titling Company Noteholder” means a registered holder of a Titling Company Note under the related Titling Company Note Agreement.

Section 1.2.Usage.  The following usage rules apply to this Agreement and any document delivered under this Agreement:

(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 Agreement 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.

(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 Agreement 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 Agreement means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.

(f)References to “law” or “applicable law” in this Agreement include all regulations enacted under such law.

5

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

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

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

(j)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.”

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

Section 1.3.Removal of Titling Company Registrar and Titling Company Administrator.  By their acknowledgement of this Agreement, the Member, the Titling Company Registrar and the Titling Company Administrator agree that (a) U.S. Bank National Association is removed as Titling Company Registrar and will no longer have any right or obligations as Titling Company Registrar and (b) Ford Motor Credit Company LLC is removed as Titling Company Administrator and will no longer have any right or obligations as Titling Company Administrator.

ARTICLE II
ORGANIZATION

Section 2.1.Formation, Name, Location of Office.

(a)Formation.  The Company was formed effective January 17, 2003 by the execution, delivery and filing of the Certificate of Formation with the Secretary of State of the State of Delaware by an “authorized person” within the meaning of the Act, which actions are ratified and confirmed.  On filing of the Certificate of Formation, the powers of the “authorized person” ceased and the Member became the designated “authorized person” and continues as the designated “authorized person” within the meaning of the Act.  The Member will execute or cause to be executed all other documents, and will do or cause to be done all filings, recordings, publishing and other acts necessary or advisable to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company in the State of Delaware and all other jurisdictions where the Company intends to conduct any activities.

(b)Name.  The name of the limited liability company governed by this Agreement is “CAB West LLC” and the business of the Company will be carried on in this name.

(c)Location of Office. The principal office of the Company will be c/o Ford Motor Credit Company LLC, One American Road, Suite 2411, Dearborn, Michigan 48126, Attention: Corporate Secretary, or another place or places the Board of Managers may designate.

6

(d)Series Interests.  Under Section 18-215(a) of the Act, the Company will issue one or more series of limited liability company interests.

(e)Limited Liability of Series.  Under Section 8-215(b) of the Act, there will be a limitation of each series of limited liability company interests such that (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for a particular series will be enforceable against the assets of such series only, and not against the assets of the Company generally or the assets of any other series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing of the Company generally or any other series will be enforceable against the assets of such series.

Section 2.2.Registered Office in Delaware.  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.3.Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, County of New Castle in the City of Wilmington.

Section 2.4.Purposes and Powers; Restrictions.

(a)Permitted Activities.  The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):

(i)to acquire and hold title to Leases, Leased Vehicles and other Titling Company Assets for the benefit of the Member;

(ii)to borrow from Ford Credit to finance the purchase of Leases and Leased Vehicles;

(iii)to assign or otherwise transfer title to Leases, Leased Vehicles and Titling Company Assets to, or to the order of, the Member;

(iv)to issue one or more Titling Company Notes for the related Specified Interest, entering into the related Titling Company Note Agreement and pledging any or all of the related Specified Assets to the Titling Company Note Trustee to secure such Titling Company Notes, in each case, individually or jointly and severally with other similar titling company Affiliates;

(v)to engage in such other activities as may be necessary, convenient or advisable in connection with holding title to the Leased Vehicles and other Titling Company Assets, the management of the Titling Company Assets and the making of distributions to the Member and payments to any Titling Company Noteholders;

(vi)to establish bank accounts for the Company;

7

(vii)to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; and

(viii)to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

(b)Entry into Basic Documents.  The Company, by or through any Manager or any Authorized Officer on behalf of the Company, may enter into and perform its obligations under the Basic Documents without any further act, vote or approval of any other Person.  This authorization will not be considered a restriction on the powers of any Manager or any Authorized Officer to enter into other agreements on behalf of the Company.

(c)Restricted Activities.  The Company will not, without satisfying the Rating Agency Condition, do any of the following:

(i)engage in any business or activity other than a Permitted Activity;

(ii)create, incur or assume any indebtedness or issue any security unless the indebtedness or security (A) has no recourse to any assets of the Company other than the assets to which the indebtedness or security relates and (B) is not a claim against the Company if cash flow from the assets securing or collateralizing the indebtedness or security is insufficient to repay the debt, and if the indebtedness or security is considered a claim against the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, the claim will be subordinate to the claims of the indebtedness or security to which those assets relate;

(iii)create, incur or assume any indebtedness or issue any security unless the debt or security holders (A) agree or are considered to have agreed that the related debt, liabilities and obligations will be enforceable against the assets securing or collateralizing the indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company and (B) agree or are considered to have agreed that if the debt or security holders are considered to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of the other debt or security holders to those assets and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;

(iv)become or remain liable, directly or contingently, under any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with a Permitted Activity;

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(v)make or allow to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Activities, except that the Company will not be prohibited from causing a distribution of funds to the Member or from making payments on any Titling Company Notes;

(vi)enter into any merger or consolidation with or into any other Person, or convey all or substantially all of its properties and assets to any Person, other than in connection with a Permitted Activity, unless (A) the entity (if other than the Company) formed as a result of or surviving the merger or consolidation, or which acquires the Company’s properties and assets is (i) organized and existing under the laws of the State of Delaware, (ii) assumes the Company’s obligations under the Basic Documents and (iii) is governed under an organizational document with terms substantially identical to this Section 2.4 and Section 2.5, (B) the Rating Agencies, the Member and any Titling Company Noteholders have received at least ten days’ prior notice of the merger, consolidation or sale of assets, (C) the merger, consolidation or sale of assets will not conflict with the Certificate of Formation and (D) immediately after giving effect to the merger, consolidation or sale of assets, no default or event of default by or relating to the Company has occurred and is continuing under any material agreement to which the Company is a party;

(vii)become party to, or permit its properties to be bound by, any indenture, mortgage, contract, agreement or lease, except according to the Basic Documents or any other documents in connection with a Permitted Activity; and

(viii)amend or repeal this Section 2.4 or Section 2.5, unless required by the Act.

Section 2.5.Conduct of Business.

(a)Separateness.  The Company will at all times:

(i)maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

(ii)observe all limited liability company procedures required by this Agreement and the Act;

(iii)ensure that (A) its business is at all times managed by or under the direction of the Board of Managers, (B) the Board of Managers has authorized all actions requiring authorization and (C) when required by law or by this Agreement, it has obtained authorization for action from its Member;

(iv)maintain its books, financial statements and other documents and records separate from those of the Member, its Affiliates or any other Person;

(v)ensure that its assets are not commingled with those of the Member or its Affiliates, and not hold itself out as being liable for the debts of another;

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(vi)maintain its bank accounts and books of account separate from those of its Affiliates, the Member or its Affiliates or any other Person or entity; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and its Affiliates or any other Person;

(vii)act solely in its own name and through its own managers and agents so as not to mislead others about its identity or the identity of any Affiliate and correct any known misunderstanding about its separate identity, and conduct all oral and written communications, solely in its own name;

(viii)separately manage its liabilities from those of the Member and its Affiliates and pay its own liabilities, including all administrative expenses, from its own assets, except that (A) the Member or its Affiliates may pay some of the organizational costs of the Company, and the Company will reimburse the Member or its Affiliates for its allocable portion of shared expenses paid by the Member or its Affiliates and (B) the Member or its Affiliates may pay fees and expenses and indemnify parties under Section 2.5(c);

(ix)maintain arm’s length relationships with its Affiliates;

(x)not create, incur or assume any indebtedness or issue any security unless the debt or security holders agree or are deemed to have agreed 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 of the debt or securities of the Company and all of the Securities they will not to start or pursue against, or join any other Person in starting or pursuing against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law;

(xi)operate so that it would not be substantively consolidated for purposes of applicable bankruptcy laws with another entity;

(xii)have a sufficient number of Managers and other authorized agents to manage its operations; and

(xiii)maintain adequate capital in light of its contemplated business operations.

(b)Corporate Formalities.  The Company will follow all limited liability company formalities, including the maintenance of minute books, and the Company will cause its financial statements to be prepared according to generally accepted accounting principles modified in a manner that indicates the separate existence of the Company and its assets and liabilities.  The Company will not assume the liabilities of the Member or its Affiliates, and will not guarantee the liabilities of the Member or its Affiliates.  The Board of Managers of the Company will make decisions about the business and operations of the Company independent of, and not dictated by, the Member or its Affiliates.

(c)Payments by Member.  The Member or its Affiliates, in their own capacity, may pay fees and expenses of and indemnify parties as provided in the Basic Documents.

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Section 2.6.Financial and Tax Reporting.

(a)Fiscal Year.  The fiscal year of the Company for financial and tax reporting purposes will end on December 31 of each year.

(b)Tax Characterization.  The Member intends that the Company not be a separate entity for purposes of federal income tax or state or local income, franchise or other taxes.  The Member agrees that (i) for U.S. federal, state and local income and franchise tax purposes it will treat its interest in each Specified Interest as a direct ownership interest in the related Specified Assets and (ii) it will not elect or permit an election to be made to treat the Company or any Specified Interest as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes under Section 301.7701-3 of the Treasury Regulations.

Section 2.7.Term.  Unless terminated according to this Agreement and the Act, the Company will have perpetual existence.

ARTICLE III
THE MEMBER

Section 3.1.Member.  The name and address of the Member is as follows:

CAB West Holdings, LLC
c/o Ford Motor Credit Company LLC
One American Road
Suite 2411
Dearborn, MI 48126
Attention:  Corporate Secretary

Section 3.2.Powers of Member.  The Member (acting in that capacity) has the authority to take all actions stated in the Certificate of Formation and this Agreement.

Section 3.3.Limited Liability of Member.  Unless stated in any Basic Document, all debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated personally for any debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

Section 3.4.Special Member.  On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (a) on an assignment by the Member of all of its interest in the Company and the admission of the assignee under Section 3.5 or (b) the resignation of the Member and the admission of an additional member of the Company under Section 3.5), each Independent Manager will automatically be admitted to the Company as a Special Member and will continue the Company without dissolution.  No Special Member may resign from the Company or transfer its rights as a Special Member.  Each Special Member will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager.  On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the

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occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute member of the Company (a “Substitute Member”).  Each Special Member will be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company’s assets.  Under Section 18-301 of the Act, a Special Member will not be required to make any capital contributions to the Company and will not receive a limited liability company interest in the Company.  A Special Member, in its capacity as a Special Member, may not bind the Company.  Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, has no right to vote on, approve or consent to any action by, or matter relating to, the Company, including the merger, consolidation or conversion of the Company.  To implement the admission to the Company of each Special Member, each Independent Manager will execute a counterpart to this Agreement.  Before its admission to the Company as Special Member, no Independent Manager will be a member of the Company.

Section 3.5.Assignments; Additional Members.

(a)Assignments.  The Member may sell, assign or transfer in whole but not in part its interest in the Company without the consent of the Board of Managers or any other Person, except that, so long as any Securities are outstanding, the Member may not sell, assign or transfer its interest in the Company unless (i) the Member delivers an Opinion of Counsel to the Titling Company Noteholders that the sale, assignment and transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (ii) the Rating Agency Condition is satisfied.  Any attempted sale, assignment or transfer in violation of this Section 3.5(a) will be void from the beginning.  On the assignment by the Member of all of its limited liability company interest in the Company under this Section 3.5(a), the assignee will be admitted to the Company as a member of the Company on its execution of a document stating its agreement to be bound by this Agreement.  Admission will be considered effective immediately before the assignment and, immediately following admission, the assignor Member will cease to be a member of the Company.  Any successor to the Member by merger or consolidation as permitted by the Basic Documents and this Agreement will, without any further act, be the Member under this Agreement, and the merger or consolidation will not be an assignment for purposes of this Agreement and the Company will continue without dissolution.

(b)Resignation of Members.  So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied.  If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement.  Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.

(c)Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  However, so long as any Securities are outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

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ARTICLE IV
MANAGEMENT OF COMPANY;
BOARD OF MANAGERS; OFFICERS

Section 4.1.General Management.  Other than matters reserved under this Agreement or under the Act to the Member for decision, the business and properties of the Company will be managed by a board of managers (the “Board of Managers”) with the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company and to execute and deliver contracts and other documents in the name and on behalf of the Company.

Section 4.2.Appointment and Term.  The Member may appoint persons to serve as the managers (each, a “Manager”) on the Board of Managers.  Managers will serve until their successors are appointed by the Member or until their earlier death, disability, resignation, retirement or removal.  Each Manager is designated as a “manager” of the Company under Section 18-101 of the Act.

Section 4.3.Size of Board; Independent Managers.

(a)Size of Board.  The Board of Managers will have not less than three nor more than five Managers.  The number may be increased or reduced by amendment of this Agreement.  The Board of Managers will have five individuals, two of which will be Independent Managers.  As of the date of this Agreement, the Board of Managers consists of the following Managers:

Dave Webb

Jane L. Carnarvon

Susan J. Thomas

Frank B. Bilotta, as Independent Manager

Bernard J. Angelo, as Independent Manager

(b)Independent Managers.  The Board of Managers of the Company will include at least two Managers who are Independent Managers.  So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers).  When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section 4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Titling Company Noteholders and holders of the Securities as well as the interests of the Company.  Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers.  The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager.  The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.

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(c)Restricted Activities.  The Company may not, without the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers):

(i)engage in any business or activity other than the Permitted Activities;

(ii)amend Section 2.4 to permit the Company to engage in any business or activity other than the Permitted Activities;

(iii)if permitted by law, dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity or convey or transfer the Company’s properties and assets substantially as an entirety to any entity; or

(iv)start proceedings to be adjudicated bankrupt or insolvent, or consent to the start of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of the Company’s property, or make any assignment for the benefit of creditors, or admit in writing the Company’s inability to pay the Company’s debts generally as they become due, or take corporate action in furtherance of any such action.

(d)Meetings.  Meetings of the Board of Managers may be called by any Manager on two business days’ prior notice to each other Manager.  The presence of a majority of the Managers then in office will be a quorum at any meeting of the Board of Managers.  Except as stated in Section 4.3(b) or 4.3(c), all actions of the Board of Managers will require the affirmative vote of a majority of the Managers then in office.  Meetings of the Board of Managers may be conducted in person or by conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if the number of Managers sufficient to approve the action under this Agreement consent in writing.

Section 4.4.Power to Bind Company.  Notwithstanding the last sentence of Section 18-402 of the Act, only the Managers and Authorized Officers (acting in those respective capacities) have authority to bind the Company to any third party on any matter.

Section 4.5.Restrictions on Power.  The Board of Managers will not have the authority to:

(a)cause the Company to do any acts that violate or breach any Basic Document or other agreement entered into by the Company;

(b)take any action that violates the Act, the Certificate of Formation or this Agreement;

(c)take any action that would make it impossible to carry on the ordinary business of the Company;

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(d)admit any Person as a member of the Company;

(e)knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or

(f)except as permitted under Section 9.1, take any action to amend or modify the Certificate of Formation or this Agreement.

Section 4.6.Obligations of Managers.

(a)Maintain Company Existence.  Subject to Section 4.3(c)(iii), so long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and in each other jurisdiction necessary to protect the limited liability of the Member or any Titling Company Noteholders or to enable the Company to conduct the Permitted Activities).

(b)Conduct of Company Business.  Each Manager will devote to the Company the time the Manager determines is necessary to conduct the Company’s business in an appropriate manner.

(c)Limited Liability of Member.  The Board of Managers will use commercially reasonable efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will state that the Company is a limited liability company formed under the Act.

(d)Tax Returns and Payments.  The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date any federal, state or local tax returns required to be filed by the Company. The Board of Managers will cause the Company to pay any taxes payable by the Company.  The Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of the tax and the contest does not materially affect any right or interest of the Company.

(e)Registrations and Qualifications.  The Board of Managers will cause the Company to be formed or qualified to engage in investment activities for Permitted Activities, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company then makes investments or transacts business, if the formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Section 4.7.Resignation.  Any Manager may resign at any time on written notice of resignation to the Member.  Any resignation will be effective immediately unless another effective date is stated in the notice.  Acceptance of a resignation will not be necessary to make it effective.

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Section 4.8.Removal of Managers.  Any Manager may be removed, with or without cause, by the Member, provided that if there are fewer than two Independent Managers after any removal, the Manager will be replaced by an Independent Manager.

Section 4.9.Filling of Vacancies.  For any increase in the number of Managers, or a vacancy in the Board of Managers, the additional Manager will be appointed by the Member.

Section 4.10.Managers’ Compensation.  Managers may receive reasonable compensation for their services with expenses, if any, determined by the Board of Managers and the Member.  The compensation and expense will be paid by the Member.

Section 4.11.Officers.

(a)Authorized Officers.  The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them.  Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal.  A Person may hold multiple offices.  No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen.  The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.

(b)Right and Authority.  Each Authorized Officer has the right and authority to take all actions specifically stated in the Certificate of Formation or this Agreement which may be taken by the Company or which the Authorized Officer considers necessary or advisable for the management and conduct of the Company’s business.

(c)Removal.  Any Authorized Officer of the Company may be removed, with or without cause, by the Board of Managers at any time.  Any Authorized Officer of the Company may resign at any time by notice to the Company.  Resignation will be made in writing and will take effect at the time stated in the notice or, if no time is stated, at the time the Board of Managers receives the notice.  Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

Section 4.12.Duties of Managers and Officers.  Each Manager and officer of the Company has a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

ARTICLE V
CAPITAL STRUCTURE AND CONTRIBUTIONS;
SPECIFIED INTERESTS

Section 5.1.Capital Structure.  Holdings is the sole member of the Company with an interest of 100% in the Company.

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Section 5.2.Capital Contributions.  The Board of Managers may determine that the Company requires capital and may request the Member to make capital contributions in an amount determined by the Board of Managers.  The Member may, but is not required, to make additional capital contributions.  A capital account will be maintained for the Member, to which contributions and profits will be credited and against which distributions and losses will be charged.

Section 5.3.Designation of Specified Interests.

(a)Specified Interests; Specified Assets.  The Member may direct the Company to designate a separate series of limited liability company interest in the Company within the meaning of Section 18-215 of the Act (each, a “Specified Interest”) and specify the Titling Company Assets that are or will be allocated to the Specified Interest.  The Titling Company Assets allocated to a Specified Interest are the “Specified Assets” for that Specified Interest.

(b)Delivery of Specification Notice.  To designate a new Specified Interest, the Member will deliver a notice, substantially in the form of Exhibit A (each, a “Specification Notice”), to the Company at least one business day prior to the date that the Specified Interest will be issued (the “Specified Interest Issue Date”).  The Specification Notice will state the terms of the Specified Interest and the Specified Assets allocated to such Specified Interest, including:

(i)the Specified Interest Issue Date;

(ii)that (A) additional Leases and Leased Vehicles may be allocated to the Specified Interest or (B) no additional Leases and Leased Vehicles may be allocated to the Specified Interest;

(iii)the first date as of which Collections on the related Specified Assets will be allocated to the Specified Interest (the “Specified Interest Cutoff Date”);

(iv)a schedule listing the Leases and Leased Vehicles, if any, to be initially allocated to such Specified Interest (a “Schedule of Leases and Leased Vehicles”); and

(v)that (A) Titling Company Notes may be issued by the Company for such Specified Interest (such Specified Interest a “Titling Company Note Specified Interest”) or (B) Titling Company Notes may not be issued by the Company for such Specified Interest.

(c)Rights of Member.  On the Specified Interest Issue Date, the Member will hold the entire limited liability company interest in the Specified Assets for that Specified Interest at that time.  The Member, subject to the rights of any related Titling Company Noteholders and to the related Servicing Agreement and any other document to which the related Specified Assets are subject, will have the exclusive right to administer, manage and control the related Specified Assets, including the right to:

(i)direct the Company to assign or otherwise transfer any related Leases, Leased Vehicles or other Specified Assets to, or to the order of, the Member;

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(ii)receive or direct the application of all Collections on the Specified Assets, which Collections will be assets of the Member;

(iii)designate, remove and direct the actions of the related Servicer and specify the terms of the related Servicing Agreement according to Section 5.5;

(iv)direct the Company to accept assignment of title to Leases and Leased Vehicles (or instruct the related Servicer, as their agent, to so direct the Company) for allocation to the Specified Interest according to Section 5.6;

(v)direct the Company to reallocate any related Leases, Leased Vehicles or other Specified Assets to a different Specified Interest according to Section 5.6;

(vi)for a Titling Company Note Specified Interest, direct the Company to issue Titling Company Notes for the Specified Interest and pledge any or all of the related Specified Assets to secure such Titling Company Notes, subject to and according to the terms of this Agreement and the related Specification Notice; and

(vii)give directions to the Company, the Board of Managers or the related Servicer for the Specified Interest unless the directed action or inaction would conflict with this Agreement or any document to which the related Specified Assets are subject.

(d)No Legal Title to Titling Company Assets.  Notwithstanding anything in this Agreement to the contrary, legal title to all Titling Company Assets will be vested at all times in the Company.  The Member will not have legal title to any Titling Company Assets.  However, as stated in Section 5.3(c)(vii), the Member may, subject to the related Servicing Agreement, direct the Company to deliver the related Specified Assets to the Member or at its direction.

Section 5.4.Certain Other Agreements About Specified Interests.

(a)Separate Records; Limitation of Liability.  According to Section 18-215 of the Act, the Company and the Member will maintain separate records for the Specified Assets allocated to each Specified Interest.  The Specified Assets allocated to each Specified Interest will be held and accounted for separately from the Specified Assets allocated to each other Specified Interest.  Except as required by applicable law or under this Agreement the debts, liabilities and obligations incurred, contracted for or otherwise existing for a Specified Interest will be enforceable against the Specified Assets allocated to that Specified Interest only, and not against the Company generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing for the Company generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to other Specified Interests.

(b)Acknowledgment of Limitation of Liability.  Each Security will include a statement limiting the obligation represented by such Security to the Specified Interest related to the Security was issued or entered into.  Each Security will also include an acknowledgment and agreement by the holder of the Securities to the effect that if an Insolvency Event occurs for the Company, any claim that such holder or party may seek to enforce at any time against the Company or the Specified Assets of any Specified Interest other than the Specified Interest in

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connection with which such Security was issued will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities related to such other Specified Interest.

(c)Subordination Agreement.  Each Security will include a statement that each holder of or party to such Security 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 any secured claim that such holder or party, as the case may be, may have at any time against the Company or against any Specified Interest other than the Specified Interest in connection with which such Security was issued.

(d)No Petition.  Each Security will include a statement that each holder of or party to such Security 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 distributions to all Titling Company Noteholders, it will not start or pursue against, or join any other Person in starting or pursuing against, the Company insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.

Section 5.5.Servicing Agreements.

(a)Company Responsible for Servicing Specified Assets.  The Company, acting for the Member, will be responsible for the administration, servicing, management and control of the Specified Assets allocated to the Specified Interest.  The Company, acting for the Member, will engage a servicer to administer, manage and control the Specified Assets allocated to the related Specified Interest (each, a “Servicer”) under a servicing agreement (a “Servicing Agreement”).  The Company may assign to the related Servicer rights of the Company under this Agreement, including the rights granted to the Member under Section 5.3(c), to be exercised in connection with the Servicer’s performance of its obligations under the related Servicing Agreement.  Each Servicing Agreement will state the rights and obligations of the related Servicer, including:

(i)the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems for the related Specified Assets; and

(ii)the appointment of a custodian of the Lease Files for the related Specified Assets.

(b)Titling of Leased Vehicles.  The Servicing Agreement for each Specified Interest will state that the related Servicer will cause the Certificate of Title for each Leased Vehicle assigned to the Titling Company for allocation to such Specified Interest to be issued in the name “CAB West LLC”.

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

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interest or a holder entitled to enforce the Lease, the Company will, at such 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 name of the Company.

(d)Titling Company Accounts.  If stated in the Servicing Agreement for any Specified Interest, the Company or the related Servicer will establish and maintain in the name of the Company, or other name that identifies the Company as the holder of the account, one or more separate deposit accounts or securities accounts for the benefit of the Member.  Any account will be under the sole dominion and control of the Member, subject to the rights of any related Titling Company Noteholders, except to the extent otherwise stated in the Servicing Agreement.

Section 5.6.Allocation of Specified Assets.

(a)Single Specified Interest.  If there is only one Specified Interest, all Titling Company Assets will be automatically deemed to be allocated to such Specified Interest on acquisition by the Company without further action by any party.

(b)Multiple Specified Interests.  If there are more than one Specified Interests at any time, the Company will, or will cause the related Servicer to, maintain adequate records of any Leases, Leased Vehicles or other assets that have been or are to be (i) acquired by the Company for allocation to a Specified Interest, (ii) assigned or otherwise transferred from the Specified Interest or (iii) reallocated to another Specified Interest, including the following information for those assets:

(A)the Specified Interest to which such assets have been or are to be allocated and/or the Specified Interest from which such assets have been or are to be assigned or reallocated;

(B)the date of the acquisition, assignment or reallocation; and

(C)the date as of which Collections on such assets will be allocated or will cease to be allocated to the related Specified Interests.

No Titling Company Asset may be allocated at any time to more than one Specified Interest.  The allocation, assignment or reallocation of the Leases, Leased Vehicles or other assets identified in the notice will be effective on the date stated in the Specification Notice for the Specified Interest.

(c)Reporting; Identification of Assets.  The Company (or the related Servicer on its behalf) will report to the Member for assets acquired, assigned, transferred, or reallocated under Section 5.6(b) in a manner agreed to by the Company (or the related Servicer on their behalf) and the Member to permit the Member to track its investment in each Specified Interest in the Company.  Any report will identify Leases, Leased Vehicles and any other Titling Company Assets in sufficient detail to permit the Member to identify such Titling Company Assets separately from any other Titling Company Assets.

20

(d)Company Books and Records.  The Company will make all books and records maintained by the Company for the Titling Company Assets available to the Member for inspection, on reasonable notice and during the normal business hours of the Company.

Section 5.7.Titling Company Notes.  The Company may issue Titling Company Notes for (and only for) any Titling Company Note Specified Interest.  If stated in the Titling Company Note Agreement for any Titling Company Notes or in the Specification Notice for the related Specified Interest, the related Titling Company Noteholders may designate a Titling Company Note Trustee to exercise the rights of such Titling Company Noteholders under this Agreement.  If no Titling Company Note Trustee is designated, unless otherwise stated in the related Specification Notice, the rights of the Titling Company Noteholders may be exercised only with the consent of 100% of the Titling Company Noteholders.

ARTICLE VI
PROFITS AND LOSSES; DISTRIBUTIONS

Section 6.1.Profits and Losses.  For financial accounting and tax purposes, the Company’s net profits or net losses will be determined on an annual basis as determined by the Board of Managers.  In each year, profits and losses will be allocated entirely to the Member.

Section 6.2.Distributions.  The Board of Managers will cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company or the performance of its obligations under the Basic Documents nor in violation of Sections 18-607 or 18-804 of the Act or for any Permitted Activities.  The distributions of the Company will be allocated entirely to the Member.

ARTICLE VII
LIABILITIES; INDEMNIFICATION

Section 7.1.Limitation on Liability.  Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification.

(a)Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’

21

fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b)Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c)Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d)No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e)No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of that Person.

22

(f)Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3.Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

ARTICLE VIII
OTHER AGREEMENTS

Section 8.1.Dissolution of the Company.

(a)Dissolution Events.  The Company will be dissolved on any of the following events:

(i)the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued as permitted by this Agreement or the Act; or

(ii)the entry of a decree of judicial dissolution under the Act.

(b)No Remaining Member.  On the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, if permitted by law, the personal representative of the member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member in the Company.

(c)Insolvency of Member.  An Insolvency Event for the Member or a Special Member will not cause the Member or Special Member to cease to be a member of the Company and on the occurrence of an Insolvency Event for the Member or a Special Member, the business of the Company will continue without dissolution.

23

(d)Waiver of Right to Dissolve.  Each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company on an Insolvency Event for the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

(e)Distribution of Titling Company Assets.  On dissolution of the Company, the Company will distribute all Titling Company Assets to the Member, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

Section 8.2.Waiver of Partition; Nature of Interest.  Except as stated in this Agreement, if permitted by law, each of the Member and the Special Members irrevocably waives any right or power that the Person might have to cause the Company or its assets to be partitioned, to cause the appointment of a receiver for all or any part of the assets of the Company, to compel any sale of all or any part of the assets of the Company under any applicable law or to file a complaint or to start any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member will not have any interest in any specific assets of the Company, and the Member will not have the status of a creditor for any distribution under Section 6.2.  The interest of the Member in the Company is personal property.

Section 8.3.Termination of Company or Specified Interest.

(a)Termination of Company.  So long as no Titling Company Notes are outstanding, this Agreement and the Company may be terminated at the direction of the Member.  On termination, the Company will distribute all Titling Company Assets to the Member, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

(b)Termination of Specified Interests.  Any Specified Interest may be terminated on receipt by the Company of direction from the Member, subject to the rights of any Titling Company Noteholders.  On termination, the Company will distribute to the Member, subject to the rights of any Titling Company Noteholders, all related Specified Assets, including title to the related Leased Vehicles by causing the Certificates of Title to be reregistered in the name of, or at the direction of, the Member.

Section 8.4.No State Law Partnership.  The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

Section 8.5.Binding Agreement.  The Member agrees that this Agreement is a legal, valid and binding agreement of the Member, enforceable against the Member by the Independent Managers according to its terms.

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ARTICLE IX
MISCELLANEOUS

Section 9.1.Amendments.  Except for amendments required by law, this Agreement and the Certificate of Formation may be amended only in writing by the Member existing at the time of this Agreement.  However, so long as any Securities are outstanding, no amendment will be effective without satisfaction of the Rating Agency Condition, and Sections 4.3(b) and 4.3(c) may be amended only with the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers).  An amendment will become effective as of the date stated in the approval of the Member or if none is stated as of the date of approval or as stated in the Act.

Section 9.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Member and its permitted successors and assigns.  This Agreement will not be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member.  Nothing in this Agreement will be deemed to create any right in any Person (other than the Indemnified Parties) not a party to this Agreement, and no other Person will have any right or obligation under this Agreement.

Section 9.3.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 9.4.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 9.5.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 9.6.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:

CAB WEST HOLDINGS, LLC,
	as Member
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

ACKNOWLEDGED AND AGREED
	with respect to Section 1.3:
U.S. BANK NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Titling Company Registrar
By:		/s/ Melissa Rosal
	Name:	Melissa Rosal
	Title:	Vice President
FORD MOTOR CREDIT COMPANY LLC,
	as Titling Company Administrator
By:		/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

CONSENTED TO BY:

/s/ Frank B. Bilotta

Frank B. Bilotta

as an Independent Manager

/s/ Bernard J. Angelo

Bernard J. Angelo

as an Independent Manager

/s/ David A. Webb

David A. Webb

as a Manager

/s/ Jane L. Carnarvon

Jane L. Carnarvon

as a Manager

/s/ Susan J. Thomas

Susan J. Thomas

as a Manager

[Signature Page to Limited Liability Company Agreement (2d A&R)]

EXHIBIT A

Form of Specification Notice

CAB WEST LLC

SPECIFICATION NOTICE

[              ], 20  

To:CAB West LLC (the “Company”)

Re:Designation of [        ]

Reference is made to the Second Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2003, as amended and restated as of December 1, 2015 (the “Titling Company Agreement”), by CAB West Holdings, LLC, as Member.  Capitalized terms used but not defined in this Specification Notice are defined in the Titling Company Agreement, which also contains usage rules that apply to this Specification Notice.

1.Under Section 5.3(a) of the Titling Company Agreement, you are directed to designate a Specified Interest of the Company, to be known as the “[             ] Specified Interest”, representing the entire limited liability company interest in the Specified Assets allocated from time to time to such Specified Interest and listed in the Schedule of [   ] Assets.

2.The [             ] Specified Interest will be a separate series of the Company within the meaning of Section 18-215(a) of the Act.

3.Under Section 5.3(b)(i) of the Titling Company Agreement, the Specified Interest Issue Date of the [             ] Specified Interest is [             ].

4.Under Section 5.3(b)(iii) of the Titling Company Agreement, the Specified Interest Cutoff Date for the [             ] Specified Interest will be [             ].

5.Under Section 5.3(b)(v) of the Titling Company Agreement, Titling Company Notes [may] [may not] be issued for the [         ] Specified Interest.

6.Under Section 5.3(c) of the Titling Company Agreement, the Member is designated as the holder of the entire limited liability company interest relating to the [             ] Specified Interest as of the [             ] Specified Interest Issue Date, and has certain rights for the [         ] Specified Interest, including the right to receive or direct the application of all Collections on the related Specified Assets, which Collections will be assets of the Member.

EA-1

EXECUTED BY:

[                                                                                                                    ]
	as Member
By:
	Name:
	Title:

EA-2

EX-4.1

EXHIBIT 4.1

INDENTURE

between

FORD CREDIT AUTO LEASE TRUST 20   -     ,
as Issuer

and

                                                                  ,
as Indenture Trustee

Dated as of            , 20     

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Incorporation by Reference of Trust Indenture Act	2
ARTICLE II THE NOTES		2
Section 2.1.	Form of Notes	2
Section 2.2.	Execution, Authentication and Delivery	2
Section 2.3.	Tax Treatment	3
Section 2.4.	Note Register	3
Section 2.5.	Registration of Transfer and Exchange	4
Section 2.6.	[Rule 144A Notes]	5
Section 2.7.	Mutilated, Destroyed, Lost or Stolen Notes	6
Section 2.8.	Persons Deemed Owners	7
Section 2.9.	Payments on Notes	7
Section 2.10.	Cancellation of Notes	8
Section 2.11.	Release of Collateral	8
Section 2.12.	Book-Entry Notes	8
Section 2.13.	Definitive Notes	9
Section 2.14.	Authenticating Agents	9
Section 2.15.	Note Paying Agents	9
ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES		10
Section 3.1.	Payment of Principal and Interest	10
Section 3.2.	Maintenance of Office or Agency	10
Section 3.3.	Money for Payments To Be Held in Trust	10
Section 3.4.	Existence	11
Section 3.5.	Protection of Collateral	11
Section 3.6.	Performance of Obligations	12
Section 3.7.	Negative Covenants	12
Section 3.8.	Opinions on Collateral	13
Section 3.9.	Annual Certificate of Compliance	13
Section 3.10.	Merger and Consolidation; Transfer of Assets	13
Section 3.11.	Successor or Transferee	14
Section 3.12.	No Other Activities	15
Section 3.13.	Further Acts and Documents	15
Section 3.14.	Restricted Payments	15
Section 3.15.	Notice of Events of Default	15
Section 3.16.	Review of Issuer’s Records	15
Section 3.17.	Issuer’s Representations and Warranties	15
Section 3.18.	Issuer’s Representations and Warranties About Security Interest	16
Section 3.19.	[Calculation Agent]	17
ARTICLE IV SATISFACTION AND DISCHARGE		18
Section 4.1.	Satisfaction and Discharge of Indenture	18

i

ARTICLE V EVENTS OF DEFAULT; REMEDIES		19
Section 5.1.	Events of Default	19
Section 5.2.	Acceleration of Maturity; Rescission	19
Section 5.3.	Collection of Indebtedness by Indenture Trustee	20
Section 5.4.	Trustee May File Proofs of Claim	20
Section 5.5.	Enforcement of Claims Without Possession of Notes	21
Section 5.6.	Remedies; Priorities	21
Section 5.7.	Optional Preservation of Collateral	23
Section 5.8.	Limitation on Suits	23
Section 5.9.	Unconditional Rights to Receive Principal and Interest	24
Section 5.10.	Restoration of Rights and Remedies	24
Section 5.11.	Rights and Remedies Cumulative	24
Section 5.12.	Delay or Omission Not a Waiver	24
Section 5.13.	Control by Noteholders	24
Section 5.14.	Waiver of Defaults and Events of Default	25
Section 5.15.	Agreement to Pay Costs	25
Section 5.16.	Waiver of Stay or Extension Laws	25
Section 5.17.	Performance and Enforcement of Obligations	26
ARTICLE VI INDENTURE TRUSTEE		26
Section 6.1.	Indenture Trustee’s Obligations	26
Section 6.2.	Indenture Trustee’s Rights	27
Section 6.3.	Indenture Trustee’s Individual Rights	29
Section 6.4.	Indenture Trustee’s Disclaimer	29
Section 6.5.	Notice of Defaults	29
Section 6.6.	Reports by Indenture Trustee	29
Section 6.7.	Compensation and Indemnity	30
Section 6.8.	Resignation or Removal of Indenture Trustee	31
Section 6.9.	Merger or Consolidation; Transfer of Assets	32
Section 6.10.	Appointment of Separate Trustee or Co-Trustee	32
Section 6.11.	Eligibility; Disqualification	33
Section 6.12.	Preferential Collection of Claims Against Issuer	34
Section 6.13.	Inspection of Indenture Trustee; Access to Records	34
Section 6.14.	Indenture Trustee’s Representations and Warranties	35
Section 6.15.	Obligation to Update Disclosure	36
Section 6.16.	Reporting of Reallocations of Leases and Leased Vehicles	36
ARTICLE VII NOTEHOLDER COMMUNICATIONS AND REPORTS		37
Section 7.1.	Noteholder Communications	37
Section 7.2.	Noteholder Demand for Asset Representations Review	38
Section 7.3.	Reports by Issuer	39
Section 7.4.	Reports by Indenture Trustee	39
ARTICLE VIII ACCOUNTS, DISTRIBUTIONS AND RELEASES		39
Section 8.1.	Collection of Funds	39
Section 8.2.	Bank Accounts; Distributions	40
Section 8.3.	Bank Accounts	42
Section 8.4.	Release of Collateral	43

ii

ARTICLE IX AMENDMENTS			44
Section 9.1.		Amendments Without Consent of Noteholders	44
Section 9.2.		Amendments with Consent of Controlling Class	45
Section 9.3.		Execution of Amendments	46
Section 9.4.		Effect of Amendment	46
Section 9.5.		Conformity with TIA	46
Section 9.6.		Reference in Notes to Supplemental Indentures	46
ARTICLE X REDEMPTION OF NOTES			46
Section 10.1.		Redemption	46
ARTICLE XI OTHER AGREEMENTS			47
Section 11.1.		No Petition	47
Section 11.2.		Limited Recourse; Subordination of Claims Against Titling Companies	48
Section 11.3.		Limited Recourse; Subordination of Claims against Depositor	48
Section 11.4.		Issuer Orders; Certificates and Opinions	49
Section 11.5.		Acts of Noteholders	51
Section 11.6.		Conflict with Trust Indenture Act	51
Section 11.7.		Issuer Obligation	51
ARTICLE XII MISCELLANEOUS			52
Section 12.1.		Benefits of Indenture; Third-Party Beneficiaries	52
Section 12.2.		Notices	52
Section 12.3.		GOVERNING LAW	52
Section 12.4.		Submission to Jurisdiction	53
Section 12.5.		WAIVER OF JURY TRIAL	53
Section 12.6.		No Waiver; Remedies	53
Section 12.7.		Severability	53
Section 12.8.		Headings	53
Section 12.9.		Counterparts	53
Schedule A	Notice Addresses		SA-1
Exhibit A	Form of Notes		EA-1

iii

INDENTURE, dated as of            , 20   (this “Indenture”), between FORD CREDIT AUTO LEASE TRUST 20  -  , a Delaware statutory trust, as Issuer, and                                 , a                                             , as Indenture Trustee for the benefit of the Secured Parties.

In connection with a securitization transaction sponsored by Ford Credit, the Issuer will issue Notes secured by the 20  -   Exchange Note issued by the Titling Companies and purchased by the Issuer from the Depositor, who purchased it from Ford Credit.  The 20  -   Exchange Note is secured by a reference pool of Leases and Leased Vehicles purchased by the Titling Companies from motor vehicle dealers.

The parties agree as follows:

GRANTING CLAUSE

The Issuer Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all the Issuer’s right, title and interest in, to and under, whether now owned or later acquired, the Collateral.

This Grant is made in trust to secure (a) the payment of principal of, interest on and other amounts owing on the Notes as stated in this Indenture and (b) compliance by the Issuer with this Indenture for the benefit of the Secured Parties.

The Titling Companies jointly and severally Grant to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all the Titling Companies’ right, title and interest in, to and under, whether now owned or existing or later acquired in, the Titling Company Collateral Accounts.  This Grant is made in trust to secure (a) the payment of principal of, interest on and other amounts owing on, the 20  -   Exchange Note as stated in the Exchange Note Supplement and (b) compliance by the Titling Companies with the Exchange Note Supplement for the benefit of the Secured Parties.

The Indenture Trustee acknowledges these Grants, accepts the trusts under this Indenture according to this Indenture and agrees to perform the obligations stated in this Indenture and the Exchange Note Supplement so that the interests of the Secured Parties may be adequately and effectively protected.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Indenture are defined in Appendix 1 to the 20  -   Exchange Note Supplement, dated as of                    , 20   (the “Exchange Note Supplement”), 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A

also contain usage rules that apply to this Indenture.  Appendix 1 and Appendix A are incorporated by reference into this Indenture.

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

“indenture securities” means the Notes;

“indenture security holder” means a Noteholder;

“indenture to be qualified” means this Indenture;

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

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

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

ARTICLE II
THE NOTES

Section 2.1.Form of Notes.

(a)Form.  Each Class of Notes will be in substantially the form of Exhibit A with variations required or permitted by this Indenture.  The Notes may have marks of identification and legends or endorsements as determined by the Responsible Person of the Issuer executing the Notes.  The physical Notes will be produced by a method determined by the Responsible Person of the Issuer executing the Notes.

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

Section 2.2.Execution, Authentication and Delivery.

(a)Execution.  A Responsible Person of the Issuer will execute the Notes for the Issuer.  The signature of the Responsible Person on the Notes may be manual or facsimile.  Notes having the manual or facsimile signature of an individual who was a Responsible Person of the Issuer will bind the Issuer, even if the individual has ceased to be a Responsible Person before the authentication and delivery of the Notes or was not a Responsible Person on the issuance date of the Notes.

2

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

Class	Note Interest Rate	Initial Note Balance
Class A-1 Notes	%	$	[     ]
Class A-2[a] Notes	%	$	[     ]
[Class A-2b Notes	one-month LIBOR +    %]	$	[     ]
Class A-3 Notes	%	$	[     ]
Class A-4 Notes	%	$	[     ]
Class B Notes	%	$	[     ]
Class C Notes	%	$	[     ]

(c)Denomination.  The Notes will initially be issued as Book-Entry Notes.  The Notes, except for the Rule 144A Notes, will be issued in minimum denominations of $1,000 and in multiples of $1,000.  The Rule 144A Notes will be issued in minimum denominations of $100,000 and in multiples of $1,000 in excess of $100,000.  However, one Note of each Class may be issued in a different amount if it exceeds the minimum denomination for the Class.

(d)Certificate of Authentication.  No Note will have the benefit of this Indenture 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 Indenture Trustee.  The certificate of authentication on a Note will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

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

Section 2.4.Note Register.  The Issuer appoints the Indenture Trustee to be the “Note Registrar” and to keep a register (the “Note Register”) for the purpose of registering Notes and transfers and exchanges of Notes.  On resignation of the Note Registrar, the Issuer will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Note Registrar.  If the Issuer appoints a Person other than the Indenture Trustee as Note Registrar, (i) the Issuer will notify the Indenture Trustee of the appointment and (ii) the Indenture Trustee will have the right to rely on a certificate executed by an officer of the Note Registrar listing the names and addresses of the Noteholders and the principal amounts and number of the Notes.  Each of the Indenture Trustee (if it is not the Note Registrar), the Issuer and the Administrator will have the right to inspect the Note Register at reasonable times and to receive copies of the Note Register.

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Section 2.5.Registration of Transfer and Exchange.

(a)Transfer of Notes.  A Noteholder may transfer a Note by surrendering the Note for registration of transfer at the office or agency of the Issuer maintained under Section 3.2.  If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute and the Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the transferee or transferees, new Notes of the same Class, in the same principal amount.

(b)Exchange of Notes.  A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2.  If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

(c)Valid Obligation.  Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

(d)Surrendered Notes.  Every Note surrendered for registration of transfer or exchange will be (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Noteholder of the Note or the Noteholder’s authorized attorney, with the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar including membership or participation in the Securities Transfer Agents Medallion Program or another “signature guarantee program”, according to the Exchange Act and (ii) accompanied by other documents the Indenture Trustee may require.

(e)No Service Charge.  None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge on a Noteholder for the registration of transfer or exchange of Notes.  The Issuer, the Note Registrar or the Indenture Trustee may require the Noteholder to pay an amount to cover taxes or other governmental charges that may be imposed for the registration of transfer or exchange of the Notes.

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

(g)ERISA Representations.  Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation 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 Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

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Section 2.6.[Rule 144A Notes].

(a)[Rule 144A Notes Not Registered.  The Rule 144A Notes have not been registered under the Securities Act or any State securities laws.  None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Rule 144A Notes under the Securities Act or any State securities or “blue sky” laws or to take other action not required under this Indenture or the Trust Agreement to permit the transfer of a Rule 144A Note without registration.  The Issuer, at the direction of the Depositor or the Administrator, may elect to register, or cause the registration of, the Rule 144A Notes under the Securities Act and applicable State securities laws.  In this case, the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Note Registrar the Opinions of Counsel, Officer’s Certificates and other information necessary to effect the registration.

(b)Restrictions on Transfer.  Until the Rule 144A Notes have been registered under the Securities Act and any applicable State securities laws under Section 2.6(a), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or disposed of (each, a “Rule 144A Note Transfer”) except according to this Section 2.6, and a Rule 144A Note Transfer in violation of this Section 2.6 will be null and void (a “Void Rule 144A Note Transfer”).

(c)Note Legend and Transferee Representation.  Each Rule 144A Note will bear the legend in Exhibit A.  As a condition to the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

(i)It understands that the Rule 144A Notes have not been registered under the Securities Act or any State securities or “blue sky” laws.

(ii)It understands that Rule 144A Note Transfers are 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 a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”).

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

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

(d)Rule 144A Noteholder Agreement.  By acceptance of a Rule 144A Note, the Rule 144A Noteholder agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Rule 144A

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Note according to Section 2.6(a), (ii) the Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) the Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because the Rule 144A Note 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 Rule 144A Note Transfer is being made in reliance on Rule 144A.

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

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

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

(iii)copies of the Transaction Documents, including any amendments; and

(iv)any other information reasonably available to the Administrator that may be considered Rule 144A Information.]

Section 2.7.Mutilated, Destroyed, Lost or Stolen Notes.

(a)Replacement Notes.  If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the 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 Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note.  If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement 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 Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).

(b)Taxes, Charges and Expenses.  On the issuance of a replacement Note under Section 2.7(a), (i) the Issuer may require the Noteholder of the Note to pay an amount to cover any taxes or other governmental charges imposed and any other reasonable expenses incurred for

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the replacement Note, (ii) the Indenture Trustee will, for a mutilated Note, cancel the Note and (iii) the Note Registrar will record in the Note Register that the destroyed, lost or stolen Note no longer has the benefits of this Indenture.

(c)Additional Obligation.  Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

(d)Sole Remedy.  This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.8.Persons Deemed Owners.  On any date, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name a Note is registered as of that date as the owner of the Note for all purposes, including receiving payments of principal of and interest on the Note, without regard to any notice or other information to the contrary.

Section 2.9.Payments on Notes.

(a)Interest Accrual.  Each Class of Notes will accrue interest on its Note Balance for each Interest Period until the Note Balance has been paid in full at a rate per annum equal to its Note Interest Rate for that Interest Period.  Interest on the Class A-1 [and Class A-2b] Notes will be calculated for each Interest Period on the basis of the actual number of days in the Interest Period and a 360-day year.  Interest on the Notes (other than the Class A-1 [and Class A-2b] Notes) for each Interest Period will be calculated on the basis of a 360-day year consisting of twelve 30-day months.  Interest on each Note for each Interest Period will be due and payable on the related Payment Date.

(b)Principal.  The principal of each Class of Notes will be payable in installments on each Payment Date according to Article VIII.  The Note Balance of each Class of Notes will be due and payable on the earlier of the Redemption Date and its Final Scheduled Payment Date.  The Note Balance of each Class of Notes will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a).

(c)Monthly Payment of Interest and Principal.  Interest and principal payments on each Class of Notes will be made pro rata to the Registered Noteholders of that Class on each Payment Date.  For Book-Entry Notes, payments will be made by wire transfer to the account designated by the nominee of the Clearing Agency according to Section 2.12.  For Definitive Notes, payments will be made (i) if the Noteholder has given to the Note Registrar instructions at least five Business Days before that Payment Date and the aggregate original principal amount of the Noteholder’s Notes is at least $1,000,000, by wire transfer to the account of the Registered Noteholder or (ii) by check mailed first class mail, postage prepaid, to the Registered Noteholder’s address as it appears on the Note Register on the related Record Date.  Amounts paid by wire transfers or checks that is returned undelivered will be held according to Section 3.3.

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(d)Payment of Final Installment.  The final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the Final Scheduled Payment Date will be payable only on presentation and surrender of the Note, subject to Section 2.7(a).  The Indenture Trustee will notify each Registered Noteholder of the date the Issuer expects to pay the final installment on any of the Notes, which notice will be delivered no later than five days before that date, and the place where the Notes may be presented and surrendered for payment.

Section 2.10.Cancellation of Notes.  Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver the Note to the Indenture Trustee and the Indenture Trustee will promptly cancel it.  The Issuer may surrender to the Indenture Trustee for cancellation Notes previously authenticated and delivered under this Indenture which the Issuer may have acquired, and the Indenture Trustee will promptly cancel them.  No Notes will be authenticated in place of or in exchange for Notes cancelled as stated in this Section 2.10.  The Indenture Trustee may hold or dispose of cancelled Notes according to its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it.

Section 2.11.Release of Collateral.  The Indenture Trustee will release property from the Lien of this Indenture only according to Sections 8.4 and 10.1.

Section 2.12.Book-Entry Notes.

(a)Issuance and Registration.  The Notes will be issued as Book-Entry Notes on the Closing Date.  The Book-Entry Notes, on original issuance, will be issued in the form of printed Notes representing the Book-Entry Notes and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer.  The Book-Entry Notes will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency.

(b)Sole Noteholder.  The Note Registrar and the Indenture Trustee may deal with the Clearing Agency as the sole Noteholder of the Book-Entry Notes for all purposes of this Indenture and will not be obligated to the Note Owners, except as stated in Section 7.2.

(c)Rights.  The rights of Note Owners may be exercised only through the Clearing Agency and will be limited to those established by law and agreements between the Note Owners and the Clearing Agency and/or its participants under the DTC Letter.

(d)Clearing Agency Obligations.  The Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to the participants.

(e)Representation of Noteholders.  If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a stated percentage of the Note Balance of the Notes (or the Controlling Class), the Clearing Agency will be deemed to represent those Noteholders only if it has received instructions to that effect from Note Owners and/or the Clearing Agency’s participants owning or representing, the required percentage of the beneficial interest of the Notes (or the Controlling Class) and has delivered the instructions to the Indenture Trustee.

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(f)Conflicts.  If this Section 2.12 conflicts with other terms of this Indenture, this Section 2.12 will control.

Section 2.13.Definitive Notes.  No Note Owner will receive a definitive, fully registered Note (a “Definitive Note”) representing the Note Owner’s interest in the Note unless and until (a) the Administrator notifies the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository for the Book-Entry Notes and the Administrator is unable to reach an agreement on satisfactory terms with a qualified successor, (b) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence and during the continuation of an Event of Default or a Reference Pool Servicer Termination Event for the 20  -   Reference Pool, Note Owners of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and the Clearing Agency that they elect to terminate the book-entry system through the Clearing Agency.  In these cases, the Clearing Agency will notify Note Owners and the Indenture Trustee of the availability of Definitive Notes.  After the Clearing Agency has surrendered the printed Notes representing the Book-Entry Notes and delivered the registration instructions to the Indenture Trustee, the Issuer will execute and the Indenture Trustee, on Issuer Request, will authenticate the Definitive Notes according to the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee will be liable for delay in delivery of the instructions and may conclusively rely, and will be protected in relying, on the instructions.  On the issuance of Definitive Notes to Note Owners, the Indenture Trustee will recognize the holders of the Definitive Notes as Noteholders.

Section 2.14.Authenticating Agents.

(a)Appointment.  The Indenture Trustee may appoint one or more Persons as authenticating agents for the Notes (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes for issuances, transfers, exchanges and replacements.  The authentication of Notes by an Authenticating Agent under this Section 2.14 is deemed to be the authentication of Notes “by the Indenture Trustee.”  If no Authenticating Agent is appointed, the Indenture Trustee will be the Authenticating Agent for the Notes.

(b)Resignation and Termination.  An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee.  The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.

Section 2.15.Note Paying Agents.

(a)Appointment.  The Indenture Trustee may appoint one or more Note Paying Agents that meet the eligibility standards for the Indenture Trustee in Section 6.11(a).  If no Note Paying Agent is appointed, then the Indenture Trustee will be the Note Paying Agent for the Notes.  Each Note Paying Agent will have the power to make distributions from the Bank Accounts.

(b)Resignation and Termination.  A Note Paying Agent may resign by notifying the Indenture Trustee, the Administrator and the Issuer.  The Indenture Trustee may terminate the

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agency of a Note Paying Agent by notifying the Note Paying Agent, the Administrator and the Issuer.

ARTICLE III
COVENANTS, REPRESENTATIONS AND WARRANTIES

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

Section 3.2.Maintenance of Office or Agency.  The Issuer will maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands on the Issuer for the Notes and this Indenture may be served.  The Issuer initially appoints the Indenture Trustee to serve as its agent for those purposes.  The Issuer will promptly notify the Indenture Trustee of a change in the location of the office or agency.  If the Issuer fails to maintain the office or agency or fails to furnish the Indenture Trustee 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 Issuer appoints the Indenture Trustee as its agent to receive them.

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

(a)Payments on the Notes.  Payments on the Notes that are to be made from amounts withdrawn from the Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or a Note Paying Agent.  No amounts withdrawn for payments on the Notes may be paid over to the Issuer, except as stated in this Section 3.3.

(b)Agreement by Note Paying Agent.  The Indenture Trustee will, and will cause each Note Paying Agent to, execute and deliver to the Indenture Trustee, an instrument in which the Note Paying Agent agrees with the Indenture Trustee to:

(i)hold funds held by it for the payment of amounts due on the Notes in trust for the benefit of the Persons entitled to that money and pay it to those Persons under this Indenture;

(ii)notify the Indenture Trustee of a default by the Issuer of which it has actual knowledge in the making of a required payment on the Notes;

(iii)during the continuance of a default, on the request of the Indenture Trustee, immediately pay to the Indenture Trustee money held by it in trust;

(iv)immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee amounts held by it in trust if it ceases to meet the eligibility standards in Section 6.11 for the Indenture Trustee; and

(v)comply with all requirements of law for withholding and reporting requirements for payments on the Notes.

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(c)Payment Direction.  The Issuer may by Issuer Order, direct a Note Paying Agent to pay to the Indenture Trustee money held in trust by the Note Paying Agent, which money will be held by the Indenture Trustee on the same terms as the Note Paying Agent.  On a Note Paying Agent’s payment of money held in trust to the Indenture Trustee, the Note Paying Agent will be released from liability for such amounts.

(d)Unclaimed Money.  Subject to applicable law, money held by the Indenture Trustee or a Note Paying Agent in trust under this Section 3.3 which remains unclaimed for two years after it became due and payable will be discharged from the trust and paid to the Issuer on Issuer Request.  After discharge and payment, the Noteholder of the Note will, as an unsecured general creditor, look only to the Issuer for payment of the amount due and unclaimed, and the Indenture Trustee or the Note Paying Agent will be released from liability for such amounts.  However, the Indenture Trustee or the Note Paying Agent, before making the payment, will publish once, at the expense and direction of the Issuer, in a newspaper customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that the money remains unclaimed and that after a date stated in the notice, which must be at least 30 days from the date of publication, any unclaimed balance of the money then remaining will be paid to the Issuer.  The Indenture Trustee will also use other reasonable means to notify the Noteholders of unclaimed payments.

Section 3.4.Existence.  The Issuer will maintain its existence as a statutory trust under the Delaware Statutory Trust Act 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 Indenture, the Notes and the Collateral.

Section 3.5.Protection of Collateral.

(a)Amendments and Financing Statements.  The Issuer will (i) execute and deliver amendments to this Indenture 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 Indenture;

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

(C)enforce the Collateral; or

(D)maintain and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons subject to Permitted Liens and the Transaction Documents.

(b)Authorization to File.  The Issuer authorizes the Administrator and the Indenture Trustee to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the Administrator or the Indenture Trustee may determine necessary or advisable to perfect the Indenture Trustee’s interest in the Collateral.  The

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financing and continuation statements may describe the Collateral as the Administrator or the Indenture Trustee may reasonably determine to perfect the Indenture Trustee’s interest in the Collateral.  The Administrator or the Indenture Trustee will promptly deliver to the Issuer file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

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

Section 3.6.Performance of Obligations.

(a)Performance of Obligations.  The Issuer will perform all of its obligations under the Transaction Documents and documents included in the Collateral.

(b)Subcontracting.  The Issuer may contract with other Persons to assist it in performing its obligations under this Indenture.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its obligations under this Indenture.

(c)Reference Pool Servicer Termination Event.  If the Issuer has knowledge of a Reference Pool Servicer Termination Event for the 20  -   Reference Pool, the Issuer will notify the Indenture Trustee and the Rating Agencies of the event and any action the Issuer is 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 Supplement and the Servicing Agreement, the Issuer will take reasonable steps available to cause the Servicer to correct the failure.

Section 3.7.Negative Covenants.  So long as Notes are Outstanding, the Issuer will not, except as permitted in the Transaction Documents:

(a)Dispose of Collateral.  Sell, transfer, exchange or dispose of the Collateral unless directed to do so by the Indenture Trustee;

(b)No Release of Material Obligations.  Take action, and will use its 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 Collateral or that would impair the validity or enforceability of the Collateral or a document included in the Collateral;

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

(d)Dissolve or Liquidate.  Dissolve or liquidate;

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

(f)Modification of Collateral.  Subject to Article IX, amend, modify, waive, terminate or surrender any Collateral or the Transaction Documents without the consent of the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Notes and notifying the Rating Agencies.

Section 3.8.Opinions on Collateral.

(a)Opinion on Recording.  If this Indenture is subject to recording, the Issuer, at its expense, will record it and deliver an Opinion of Counsel to the Indenture Trustee stating that the recording is necessary either for the protection of the Secured Parties or for the enforcement of a right or remedy Granted to the Indenture Trustee under this Indenture.

(b)Opinion on Perfection.  On the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel stating that this Indenture and all financing statements have been properly recorded or filed to perfect the Lien created by this Indenture, or stating that in the opinion of that counsel no action is necessary to perfect the Lien.

(c)Annual Opinion.  On or before April 30 of each year, starting in the year after the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either (i) stating that, in the opinion of that counsel, all action has been taken for the recording, filing, re-recording and refiling of this Indenture and all financing statements and continuation statements to maintain the Lien of this Indenture or (ii) stating that in the opinion of that counsel no action is necessary to maintain the Lien.

Section 3.9.Annual Certificate of Compliance.  The Issuer will deliver to the Indenture Trustee within 90 days after the end of each year, starting in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Issuer, stating that (a) a review of the Issuer’s activities and of its performance under this Indenture during the prior year has been made under a Responsible Person’s supervision and (b) to the Responsible Person’s knowledge, based on the review, the Issuer has fulfilled in all material respects its obligations under this Indenture throughout the prior year or, if there has been a failure to fulfill an obligation in any material respect, stating each failure known to the Responsible Person and the nature and status of the failure.  A copy of the Officer’s Certificate may be obtained by any Noteholder or Person certifying it is a Note Owner by a request to the Indenture Trustee at its Corporate Trust Office.  The Issuer’s obligation to deliver an Officer’s Certificate under this Section 3.9 will terminate on the payment in full of the Notes.

Section 3.10.Merger and Consolidation; Transfer of Assets.  The Issuer will not merge or consolidate with or into any other Person or transfer all or substantially all of its assets, unless:

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(a)Surviving Person.  The Person (if other than the Issuer) 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 indenture supplemental to this Indenture (unless the assumption happens by operation of law), executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on the Notes and the performance of the other obligations under this Indenture and the other Transaction Documents to be performed by the Issuer;

(b)Subordination.  For a transfer of the assets included in the Collateral, the Person who acquires those assets agrees by means of the supplemental indenture executed and delivered to the Indenture Trustee that (i) all right, title and interest transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless stated in the supplemental indenture, that Person will indemnify the Issuer for fees, expenses, losses, damages and liabilities (including fees and expenses of defending itself against any loss, damage or liability) related to this Indenture and the 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 Notes;

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

(d)Rating Agency Condition.  The Rating Agency Condition has been satisfied for the merger, consolidation or transfer;

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

(f)Actions.  Any action necessary to maintain the Lien and security interest Granted by this Indenture has been taken; and

(g)Conditions.  The Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation or transfer and the supplemental indenture comply with this Article III and that all the conditions in this Indenture for the merger, consolidation or transfer have been satisfied.

Section 3.11.Successor or Transferee.  On a merger or consolidation of the Issuer or a transfer under Section 3.10, (a) the Person formed by or surviving the merger or consolidation (if other than the Issuer) will succeed to, and be substituted for, and may exercise the rights and powers of, the Issuer under this Indenture with the same effect as if that Person had been named as the Issuer in this Indenture and (b) for a transfer of the assets of the Issuer under Section 3.10, the predecessor Issuer will be released from its obligations under this Indenture to be performed by the successor Issuer for the Notes immediately on receipt of notice by the Indenture Trustee stating that the Issuer is to be released.

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Section 3.12.No Other Activities.  The Issuer will not engage in activities other than financing, acquiring, owning and pledging the Trust Property as described in the Transaction Documents and activities incidental to those activities.

Section 3.13.Further Acts and Documents.  On request of the Indenture Trustee, the Issuer will take action and execute and deliver additional documents reasonably required to perform and carry out the purposes of this Indenture.

Section 3.14.Restricted Payments.

(a)No Set-off.  The Issuer will not, directly or indirectly, (i) make payments (by reduction of capital or otherwise) to the Owner Trustee or the holder of the Residual Interest, (ii) redeem, purchase, retire or acquire for value an ownership interest in the Issuer or (iii) set aside or segregate amounts for those purposes, except as permitted under this Indenture and the other Transaction Documents.

(b)No Other Payments.  The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except according to the Transaction Documents.

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

Section 3.16.Review of Issuer’s Records.  The Issuer will maintain records and documents relating to its performance under this Indenture according to its customary business practices.  On reasonable request not more than once during any year, the Issuer will give the Indenture Trustee (or its representatives) access to the records and documents to conduct a review of the Issuer’s performance under this Indenture.  Any access or review will be conducted at the Issuer’s offices during its normal business hours at a time reasonably convenient to the Issuer and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Issuer’s confidentiality and privacy policies.

Section 3.17.Issuer’s Representations and Warranties.  The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:

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

(b)Power, Authority and Enforceability.  The Issuer has the power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party.  The Issuer has authorized the execution, delivery and performance of the Transaction Documents to which it is a party.  The Transaction Documents to which it is a party are the legal, valid and binding obligation of the Issuer enforceable against the Issuer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The completion of the transactions contemplated by the Transaction Documents to which it is a party and the performance of its obligations under

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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 Issuer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Issuer’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than this Indenture), (iii) violate the Trust Agreement or (iv) violate a law or, to the Issuer’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 Issuer or its properties that applies to the Issuer, which, in each case, would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under the Transaction Documents to which it is a party.

(d)No Proceedings.  To the Issuer’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 Issuer or its properties (i) asserting the invalidity of the Transaction Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the completion of the transactions contemplated by the Transaction Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under, or the validity or enforceability of, the Transaction Documents or the Notes or (iv) relating to the Issuer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than the proceedings that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the Issuer, the performance by the Issuer of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

(e)No Investment Company.  The Issuer is not an “investment company” as defined in the Investment Company Act.  In making this determination, the Issuer is relying on the exemption in Rule 3a-7 of the Investment Company Act, although other exclusions or exemptions may also be available to the Issuer.

(f)Volcker Rule.  The Issuer is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

Section 3.18.Issuer’s Representations and Warranties About Security Interest.  The Issuer represents and warrants to the Indenture Trustee as of the Closing Date, which representations and warranties will survive the termination of this Indenture and may not be waived by the Indenture Trustee:

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

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(b)Type.  The Collateral (other than those Permitted Investments which have been credited to a Securities Account) is “certificated securities,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

(c)Good Title.  The Issuer owns and has good title to the Collateral free and clear of any Lien, other than Permitted Liens.  The executed 20    -    Exchange Note has been delivered to the Indenture Trustee.  The Issuer has received all consents and approvals required by the terms of the Collateral to Grant to the Indenture Trustee all of its right, title and interest in the Collateral, except if a requirement for consent or approval is made ineffective under the applicable UCC.

(d)Filing Financing Statements.  The Issuer has 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 Collateral to the Indenture Trustee under this Indenture.  All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee under this Indenture describing the Collateral will contain the following statement:  “A purchase of or grant of a security interest in Collateral described in this financing statement will violate the rights of the Secured Parties. “

(e)No Other Sale, Grant or Financing Statements.  Other than the security interest Granted to the Indenture Trustee under this Indenture, the Issuer has not sold or Granted a security interest in any of the Collateral.  The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any of the Collateral, other than financing statements relating to the security interest Granted to the Indenture Trustee under this Indenture.  The Issuer is not aware of any judgment or tax Lien filings against it.

(f)Securities Account.  All Permitted Investments have been and will be credited to a Securities Account.  The securities intermediary for each Securities Account has agreed to treat all assets credited to the Securities Accounts as “financial assets” within the meaning of the applicable UCC.

(g)Securities Intermediary Agreement.  The Issuer has delivered to the Indenture Trustee a fully executed agreement under which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Securities Accounts without further consent by the Issuer.

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

Section 3.19.[Calculation Agent].

(a)[Appointment.  The Issuer agrees that for so long as the Floating Rate Notes are Outstanding there will be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”).  The Issuer appoints                        as Calculation Agent only for

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the purposes of determining LIBOR for each Interest Period and                   accepts the appointment.  The Calculation Agent may be removed by the Issuer at any time.  If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an Affiliate of the Issuer or its Affiliates.  The Calculation Agent may not resign without a replacement having been duly appointed.

(b)LIBOR Determination.  On each LIBOR Determination Date, the Calculation Agent will notify the Servicer, the Issuer and the Administrator by email of LIBOR for the related Interest Period.  All calculations of LIBOR for the Floating Rate Notes by the Calculation Agent, in the absence of manifest error, will be conclusive and binding on the Noteholders.]

ARTICLE IV
SATISFACTION AND DISCHARGE

Section 4.1.Satisfaction and Discharge of Indenture.

(a)Conditions to Satisfaction and Discharge.  Except as stated in Section 4.1(c), this Indenture will cease to be of further effect for the Notes if:

(i)either (A) the Notes that have been authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid under Section 2.7 and (2) Notes for which payment money has been deposited in trust or segregated and held in trust by the Issuer and later paid to the Issuer or discharged from the trust under Section 3.3) have been delivered to the Indenture Trustee for cancellation or (B) the Notes not delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has deposited or caused to be deposited with the Indenture Trustee money in trust in an amount sufficient to pay and discharge the outstanding principal amount of the Notes and interest accrued on the Notes on the Redemption Date;

(ii)the Issuer has paid or caused to be paid all money payable by it under the Transaction Documents; and

(iii)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.4.

(b)Acknowledgement of Satisfaction and Discharge.  After the satisfaction and discharge of the Indenture under Section 4.1(a), the Indenture Trustee will (i) by Issuer Order and at the expense of the Issuer, execute documents acknowledging satisfaction and discharge of this Indenture and (ii) at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Responsible Person stating that all Noteholders have been paid in full.

(c)Continuing Rights and Obligations.  After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to

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receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

ARTICLE V
EVENTS OF DEFAULT; REMEDIES

Section 5.1.Events of Default.

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

(i)the Issuer fails to pay interest due on a Note of the Controlling Class on any Payment Date, and the failure continues for five days or more;

(ii)the Issuer fails to pay the principal of a Note on its Final Scheduled Payment Date;

(iii)the Issuer fails to observe a material covenant or agreement of the Issuer in this Indenture (other than to pay interest on or principal of the Notes) or a representation or warranty of the Issuer made in this Indenture or in an Officer’s Certificate or other document delivered under this Indenture is incorrect in a material respect when made and, in each case, the failure or error continues for at least 60 days after the Issuer receives notice from the Indenture Trustee, or the Issuer and the Indenture Trustee receive notice from the Noteholders of at least 25% of the Note Balance of the Controlling Class, in each case, stating the failure or error, requiring it to be corrected and stating that the notice is a “Notice of Default”; or

(iv)an Insolvency Event of the Issuer occurs.

(b)Issuer to Notify.  The Issuer will notify the Indenture Trustee within five Business Days after a Responsible Person of the Issuer has knowledge of the occurrence of a Default under Section 5.1(a)(iii), which notice will describe the Default, the status of the Default and what action the Issuer is taking to correct the Default.  The Issuer will deliver a copy of the notice to each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account.

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

Section 5.2.Acceleration of Maturity; Rescission.

(a)Acceleration.  If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare the Notes to be accelerated by notifying the Issuer (and to the Indenture Trustee if given by the Noteholders).  On acceleration, the unpaid Note Balance of the Notes, together with

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accrued and unpaid interest, will become immediately due and payable.  If an Event of Default in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become immediately due and payable without a declaration or other act of the Indenture Trustee or a Noteholder.  On the declaration of acceleration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account.

(b)Rescission of Acceleration.  The Noteholders of a majority of the Note Balance of the Controlling Class, by notifying the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as stated in this Article V if:

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

(ii)all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by acceleration, have been corrected or waived under Section 5.14.

Section 5.3.Collection of Indebtedness by Indenture Trustee.

(a)Overdue Amounts.  If an Event of Default under Section 5.1(a)(i) or (ii) occurs and is continuing, the Issuer, on demand of the Indenture Trustee, will pay to the Indenture Trustee for the benefit of the Noteholders, the overdue amount with interest at the rate of interest then applicable to the Notes.

(b)Collection Costs.  In addition, the Issuer will pay the costs of collection, including all amounts owed to the Indenture Trustee under Section 6.7.

(c)Proceedings.  If the Issuer fails to pay those amounts on demand, the Indenture Trustee, in its own name and as trustee of an express trust, may start a Proceeding to collect the money due and unpaid, and may pursue the Proceeding to final judgment, and may enforce the judgment against the Issuer and collect the money due and unpaid in the manner provided by law out of the Collateral.

Section 5.4.Trustee May File Proofs of Claim.

(a)Proofs of Claim.  If there is a Proceeding involving the Issuer under the Bankruptcy Code or another bankruptcy, insolvency or other similar law, or in case a trustee, liquidator, receiver or similar official has been appointed for or taken possession of the Issuer or its property, the Indenture Trustee may:

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(i)file a proof of claim for due and unpaid principal of and interest on the Notes and file other proofs of claim or documents necessary or advisable to have the claims of the Indenture Trustee on behalf of the Secured Parties allowed in the Proceedings or in other judicial proceedings involving the Issuer, its creditors and its property;

(ii)unless prohibited by applicable law, vote on behalf of the Secured Parties in the election of a trustee, a standby trustee or a Person performing similar functions in the Proceedings; and

(iii)collect and receive any money or other property payable or deliverable on the claims and pay all amounts received on the claims of the Secured Parties, including the claims asserted by the Indenture Trustee on their behalf.

(b)Authorization by Noteholders.  Each Noteholder authorizes a trustee, liquidator, receiver or similar official in a Proceeding to make payments to the Indenture Trustee and, if the Indenture Trustee consents to make payments directly to the Noteholders, to pay to the Indenture Trustee the amounts owed to the Indenture Trustee under Section 6.7.

(c)No Right to Consent or Vote.  Except as permitted under Section 5.4(a)(ii), this Indenture (i) does not authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of a Noteholder a plan of reorganization, arrangement, adjustment or composition affecting the Notes and (ii) does not limit the rights of a Noteholder to authorize the Indenture Trustee to vote on the claim of a Noteholder in the Proceeding.

Section 5.5.Enforcement of Claims Without Possession of Notes.

(a)Notes not Required.  The Indenture Trustee may enforce its rights and make claims under this Indenture, or under the Notes, without the possession of the Notes or the production of the Notes in a Proceeding.  A Proceeding started by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will be for the benefit of the Secured Parties for which the judgment has been recovered.

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

Section 5.6.Remedies; Priorities.

(a)Remedies.  If the Notes have been accelerated under Section 5.2(a) and the declaration of acceleration has not been rescinded according to Section 5.2(b), the Indenture Trustee may do one or more of the following (subject to Section 5.7), and will at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class:

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

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(ii)start a Proceeding for the complete or partial foreclosure of this Indenture on the Collateral;

(iii)sell or liquidate all or any part of the Collateral or rights or interest in the Collateral 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 Indenture Trustee and the Noteholders.

(b)Notice of Sale or Liquidation of Collateral.  The Indenture Trustee will notify each Noteholder and the Depositor of a sale or liquidation under Section 5.6(a)(iii) at least 15 days before the sale or liquidation.  A Noteholder, the Depositor or the Servicer may submit a bid during the sale or liquidation.

(c)Limitation on Collateral Liquidation.  The Indenture Trustee may not sell or liquidate the Collateral unless:

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

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

(A)the Noteholders representing 100% of the Note Balance of the Notes consent to the sale or liquidation; or

(B)the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Secured Parties including all principal of and accrued interest on the Notes;

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

(A)the Noteholders representing 100% of the Note Balance of the Controlling Class consent to the sale or liquidation; or

(B)the proceeds of the sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Secured Parties including all principal of and accrued interest on the Notes; or

(C)the Indenture Trustee (1) determines that the Collateral will not continue to provide sufficient money for the payment of all amounts owed to the Secured Parties, as those payments would have become due if the Notes had not been accelerated and (2) obtains the consent of the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class.

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In determining whether the condition in clause (ii)(B), (iii)(B) or (iii)(C) (1) above has been satisfied, the Indenture Trustee may rely on an opinion of a nationally-recognized Independent investment banking firm or firm of certified public accountants on the expected proceeds or on the sufficiency of the Collateral for that purpose.

(d)Proceeds of Collateral.  Any money or property collected by the Indenture Trustee following the sale or other liquidation of the Collateral under Section 5.6(a)(iii) will be deposited in the Collection Account for distribution according to Section 8.2(d) on the Payment Date after the Collection Period during which those amounts are collected.  In all other circumstances, Section 8.2(c) will continue to apply after an Event of Default.

Section 5.7.Optional Preservation of Collateral.  If the Notes have been accelerated under Section 5.2(a) and the declaration of acceleration has not been rescinded, the Indenture Trustee may elect to maintain possession of the Collateral.  The Indenture Trustee will take into account that the 20  -   Collections and other amounts expected to be received on the Collateral must be sufficient to pay the unpaid principal of and accrued and unpaid interest on the Notes when determining whether or not to maintain possession of part of the Collateral.  In making this determination, the Indenture Trustee may rely on an opinion of a nationally-recognized Independent investment banking firm or firm of certified public accountants.

Section 5.8.Limitation on Suits.

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

(i)the Noteholder has notified the Indenture Trustee of a continuing Event of Default;

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

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

(iv)the Indenture Trustee has failed to start the Proceedings for 60 days after it receives the notice, request and offer of indemnity; and

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

(b)No Right to Impair.  No Noteholder has the right to impair the rights of another Noteholder or to seek or obtain priority or preference over another Noteholder or to enforce any right under this Indenture, except in the manner stated in this Indenture.

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(c)Conflicting Requests.  If the Indenture Trustee receives conflicting requests under Section 5.8(a)(ii) from two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee will take the action requested by the Noteholders representing the greatest percentage of the Note Balance, notwithstanding any other provision of this Indenture.

Section 5.9.Unconditional Rights to Receive Principal and Interest.  Each Noteholder has an absolute and unconditional right to receive payment of the principal of and interest on its Note on or after the due dates stated in the Note or in this Indenture (or, for redemption, on or after the Redemption Date) and to start a Proceeding for the enforcement of the payment according to Section 5.8.  Those rights may not be impaired or affected without the consent of the Noteholder.

Section 5.10.Restoration of Rights and Remedies.  If the Indenture Trustee or a Noteholder has started a Proceeding to enforce a right or remedy under this Indenture and the Proceeding has been discontinued or abandoned or has been determined adversely to the Indenture Trustee or to the Noteholder, then the Issuer, the Indenture Trustee and the Noteholders, subject to a determination in the Proceeding, will be restored to their former positions under this Indenture, and all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no Proceeding had been started.

Section 5.11.Rights and Remedies Cumulative.  No right or remedy of the Indenture Trustee or the Noteholders under this Indenture 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 under this Indenture.  The exercise of a right or remedy will not prevent the exercise of another right or remedy at the same time.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture will not be affected by the seeking, obtaining or use of other relief under this Indenture.  Neither the Lien of this Indenture nor the rights or remedies of the Indenture Trustee or the Noteholders will be impaired by the recovery of a judgment by the Indenture Trustee against the Issuer or by the execution of a judgment on the Collateral.

Section 5.12.Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or a Noteholder to exercise a right or remedy after a Default or Event of Default will impair the right or remedy, or be a waiver of the Default or Event of Default.  Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised as often as deemed advisable by the Indenture Trustee or by the Noteholders.

Section 5.13.Control by Noteholders.  The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting a Proceeding for a remedy available to the Indenture Trustee for the Notes or exercising a trust or power of the Indenture Trustee, subject to the following terms.

(a)No Conflict.  The direction does not conflict with law or with this Indenture.

(b)Direction to Sell or Liquidate.  Except under Section 5.6(c), a direction to the Indenture Trustee to sell or liquidate the Collateral must have been made by the Noteholders of 100% of the Note Balance of the Controlling Class.

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(c)Non-Unanimous Directions.  If the Indenture Trustee elects to retain the Collateral under Section 5.7, then a direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will not be effective.

(d)Other Action.  The Indenture Trustee may take other action considered advisable by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Class.

(e)Adverse Action.  The Indenture Trustee need not take an action that it determines might have a material adverse effect on the rights of the Noteholders not consenting to the action.

Section 5.14.Waiver of Defaults and Events of Default.

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

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

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

Section 5.16.Waiver of Stay or Extension Laws.  The Issuer agrees that it will not plead or in any manner claim or take the benefit of, a stay or extension that may affect the performance of its obligations under this Indenture, and the Issuer waives the benefit of such law.

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Section 5.17.Performance and Enforcement of Obligations.

(a)Actions Requested by Indenture Trustee.  At the Administrator’s expense, the Issuer will promptly take any lawful action the Indenture Trustee requests to (i) compel the performance by (A) the Titling Companies, the Collateral Agent and the Servicer of their obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the Exchange Note Purchase Agreement and the Exchange Note Sale Agreement and (ii) exercise any rights, remedies, powers, privileges and claims available to the Issuer under those agreements as directed by the Indenture Trustee.

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

(c)Indenture Trustee May Enforce Exchange Note.  The Indenture Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class, may exercise any rights, remedies, powers, privileges and claims available to the Issuer as holder of the 20  -   Exchange Note.

ARTICLE VI
INDENTURE TRUSTEE

Section 6.1.Indenture Trustee’s Obligations.

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

(b)Obligations; Reliance.  Except during the continuance of an Event of Default:

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

(ii)in the absence of willful misconduct, bad faith or negligence on its part, the Indenture Trustee 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 Indenture, conforming to the requirements of this Indenture.  The

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Indenture Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements, if any, of this Indenture.

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

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

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

(iii)the Indenture Trustee will not be liable for any action taken or not taken in good faith according to this Indenture or a direction received by it under Sections 5.13 and 5.17(b).

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

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

(f)Section Governs.  The terms of this Indenture relating to the conduct of the Indenture Trustee, the liability of the Indenture Trustee or giving protection to the Indenture Trustee are subject to this Section 6.1 and to the TIA.

(g)No Deemed Knowledge.  The Indenture Trustee will not be deemed to have knowledge of a Default or any Event of Default unless (i) a Responsible Person of the Indenture Trustee has knowledge of the Default or Event of Default or (ii) it has actually received notice of the Default or Event of Default.

(h)Enforceable in all Capacities.  The rights, privileges, protections, immunities and benefits given to the Indenture Trustee in this Article VI, including its right to be indemnified, are extended to, and will be enforceable by, the Indenture Trustee in each of its capacities under this Indenture and the other Transaction Documents, including as Authentication Agent, Calculation Agent, Note Registrar and Note Paying Agent under this Indenture and as a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC under the Account Control Agreement and the Titling Company Account Control Agreement.

Section 6.2.Indenture Trustee’s Rights.

(a)Reliance on Documents.  The Indenture Trustee 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 Indenture Trustee is not required to investigate any facts or matters or to verify any calculations or amounts stated in any document.  The Indenture Trustee

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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 Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel.  The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

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

(d)Good Faith.  The Indenture Trustee 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 under this Indenture so long as the action taken or not taken does not amount to negligence.

(e)Advice from Counsel.  The Indenture Trustee 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 Indenture and the Notes will be full and complete authorization and protection from liability for any action taken or not taken by it under this Indenture 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 Indenture Trustee is not obligated to (i) exercise the rights or powers under this Indenture or to pay or risk its own funds or incur any financial liability in the performance of its obligations under this Indenture 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) start, pursue or defend litigation, investigate any matter or honor the request, demand or direction of the Noteholders under this Indenture, other than requests, demands or directions relating to an asset representations review demand under Section 7.2, unless the Indenture Trustee is requested to do so by the Noteholders of at least 25% of the aggregate Note Balance and the Noteholders have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it for the reasonable expenses that might be incurred by the Indenture Trustee in complying with the request or direction.

(g)Force Majeure.  The Indenture Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Indenture 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 Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(h)Consequential Damages.  The Indenture Trustee will not be responsible or liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if

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the Indenture Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 6.3.Indenture Trustee’s Individual Rights.  The Indenture Trustee and any Note Paying Agent, Note Registrar or Authenticating Agent under this Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee or Note Paying Agent, Note Registrar or Authenticating Agent.

Section 6.4.Indenture Trustee’s Disclaimer.  The Indenture Trustee will not be liable for (a) the validity or adequacy of this Indenture or the Notes, (b) the Issuer’s use of the proceeds from the Notes, or (c) any statement of the Issuer in this Indenture or in the Notes, other than the Indenture Trustee’s certificate of authentication, or any statement of the Issuer, the Depositor or the Servicer in any prospectus or offering document used for the offering or sale of the Notes.

Section 6.5.Notice of Defaults.  Within 90 days after a Responsible Person of the Indenture Trustee has knowledge of, or actually receives notice of, a Default under this Indenture, the Indenture Trustee will mail as described in Section 313(c) of the TIA to each Noteholder, notice of the Default, unless the Default has been corrected or waived.  However, (a) except for a Default in the payment of principal of or interest on a Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Persons in good faith determines that the withholding of the notice is in the interests of the Noteholders and (b) for a Default stated in Section 5.1(a)(iii), the Indenture Trustee will not notify the Noteholders until at least 30 days after a Responsible Person of the Indenture Trustee has knowledge of, or actually receives notice of, the Default.

Section 6.6.Reports by Indenture Trustee.

(a)Tax Information.  Starting in the year after the Closing Date, the Indenture Trustee will deliver or cause to be delivered to each Person who at any time during the prior calendar year was a Noteholder of record, a statement containing the information required to be given to a noteholder by an issuer of indebtedness, in the form and at the time required under the Code.

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

(c)Annual Certificate of Compliance.  If required by Regulation AB and requested by the Depositor or the Servicer, the Indenture Trustee will deliver to the Administrator, the Issuer and the Servicer on or before March 1 of each year, starting in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Indenture Trustee (i) stating that (A) a review of the Indenture Trustee’s activities during the prior year and of its performance under this Indenture has been made under the Responsible Person’s supervision and (B) to the

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Responsible Person’s knowledge, based on the review, the Indenture Trustee has fulfilled in all material respects its obligations under this Indenture throughout the prior year, or, if there has been a failure to fulfill the obligation in a material respect, stating the failure known to the Responsible Person and the nature and status of the failure and (ii) certifying to matters related to the Indenture Trustee as required under Form 10-K under the Exchange Act.

(d)Annual Assessment of Compliance.  The Indenture Trustee will:

(i)deliver to the Administrator, the Issuer and the Servicer, a report on its assessment of compliance with the minimum servicing criteria described in Items 1122(d)(2)(i), (2)(ii), (2)(iv), (2)(v), (3)(ii) (for payments only) and (3)(iv) of Regulation AB (the “Applicable Servicing Criteria”) during the prior year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; and

(ii)cause a firm of registered public accountants to deliver to the Administrator, the Issuer and the Servicer an attestation report on the assessment of compliance with the Applicable Servicing Criteria for the prior year that (A) satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, (B) complies with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and (C) indicates that the firm is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

The reports will be delivered on or before March 1 of each year, starting in the year after the Closing Date, in a format suitable for filing with the Securities and Exchange Commission on EDGAR.

Section 6.7.Compensation and Indemnity.

(a)Fees.  The Issuer will pay the Indenture Trustee as compensation performing its obligations under this Indenture a fee separately agreed to by the Issuer and the Indenture Trustee.  The Indenture Trustee’s compensation will not be limited by law on compensation of a trustee of an express trust.  The Issuer will reimburse the Indenture Trustee for its reasonable expenses in performing its obligations under this Indenture and the other Transaction Documents, including costs of collection and the reasonable compensation and expenses of the Indenture Trustee’s agents, counsel, accountants and experts, but excluding expenses resulting from the Indenture Trustee’s willful misconduct, bad faith or negligence.

(b)Indemnification.  The Issuer will indemnify the Indenture Trustee and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the administration of and the performance of its obligations under this Indenture and the other Transaction 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 Issuer’s indemnification obligations), but excluding any fee, expense, loss, damage or liability resulting from (i) the Indenture Trustee’s willful misconduct, bad faith or negligence or (ii) the Indenture Trustee’s breach of its representations or warranties in this Indenture.

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(c)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 Section 6.7, promptly notify the Issuer of the Proceeding.  The Issuer may participate in and assume the defense and settlement of the Proceeding at its expense.  If the Issuer 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 Issuer assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer will not be liable for legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer and the Indemnified Person.  If there is a conflict, the Issuer will pay for the separate counsel to the Indemnified Person.  No settlement of the Proceeding may be made without the approval of the Issuer and the Indemnified Person, which approvals will not be unreasonably withheld.

(d)Survival of Obligations.  The Issuer’s obligations to the Indenture Trustee under this Section 6.7 will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture.  Expenses incurred by the Indenture Trustee after the occurrence of a Default stated in Section 5.1(a)(iv) are intended to be expenses of administration under the Bankruptcy Code or another applicable federal or State bankruptcy, insolvency or similar law.

(e)Repayment.  If the Issuer makes a payment to an Indemnified Person under Section 6.7(b) 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 Issuer.

(f)Available Funds.  Payments required to be made by the Issuer under this Section 6.7 will be made solely from funds used to make payments under this Indenture.

Section 6.8.Resignation or Removal of Indenture Trustee.

(a)Resignation.  The Indenture Trustee may resign by notifying the Issuer and the Administrator at least 30 days in advance.

(b)Removal by Controlling Class.  The Noteholders of a majority of the Note Balance of the Controlling Class may, without cause, remove the Indenture Trustee and terminate its rights and obligations under this Indenture by notifying the Indenture Trustee and the Issuer at least 30 days in advance.

(c)Removal by Issuer.  The Issuer must remove the Indenture Trustee and terminate its rights and obligations under this Indenture if:

(i)the Indenture Trustee fails to comply with the eligibility requirements in Section 6.11(a);

(ii)the Indenture Trustee becomes legally unable to act or incapable of acting as Indenture Trustee; or

(iii)an Insolvency Event for the Indenture Trustee occurs.

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(d)Appointment of Successor.  If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class must appoint a successor Indenture Trustee promptly.  If a successor Indenture Trustee does not take office within 60 days after the Indenture Trustee resigns or is removed, the Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Controlling Class may petition a court of competent jurisdiction to appoint a successor Indenture Trustee.

(e)Acceptance of Appointment.  No resignation or removal of the Indenture Trustee will become effective until the acceptance of appointment by the successor Indenture Trustee under this Section 6.8.  Any successor Indenture Trustee will deliver a written acceptance of its appointment to the Indenture Trustee, the Issuer and the Administrator.  The Issuer will continue to pay amounts owed to the predecessor Indenture Trustee for the period it was Indenture Trustee according to Sections 6.7 and 8.2.  The successor Indenture Trustee will notify the Secured Parties of its succession and the Issuer or Administrator will deliver a copy of the notice to the Rating Agencies.

(f)Transition of Indenture Trustee Obligations.  On the resignation or removal of the Indenture Trustee becoming effective under Section 6.8(e), all rights, powers and obligations of the Indenture Trustee under this Indenture will become the rights, powers and obligations of the successor Indenture Trustee.  The predecessor Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.  The Depositor will reimburse the Indenture Trustee and any successor Indenture Trustee for expenses related to the replacement of the Indenture Trustee, if those amounts have not been paid under Section 8.2.

Section 6.9.Merger or Consolidation; Transfer of Assets.

(a)Merger or Consolidation.  If the Indenture Trustee 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 Indenture Trustee so long as that Person is qualified and eligible under Section 6.11(a).  The Indenture Trustee will promptly notify the Servicer and the Issuer of the succession, and the Issuer will notify the Rating Agencies.

(b)Authentication of Notes.  If, at the time the successor by merger or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, Notes have been authenticated but not delivered, the successor Indenture Trustee may adopt the certificate of authentication of a predecessor Indenture Trustee and deliver the Notes so authenticated.  If at that time any Notes have not been authenticated, the successor Indenture Trustee may authenticate the Notes.  In each of those cases, the certificates will have the same force and effect given in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

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

(a)Appointment.  For the purpose of meeting the legal requirement of a jurisdiction in which part of the Collateral may be located, after notifying the Issuer and the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or separate trustees, or co-trustee or co-trustees, of all or part of the Collateral, and to vest in those Persons,

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in this capacity and for the benefit of the Secured Parties, title to all or part of the Collateral, and, subject to this Section 6.10, rights, powers and obligations the Indenture Trustee may consider necessary or desirable.  No separate trustee or co-trustee will be required to be eligible as a successor trustee under Section 6.11(a) and no notice to the Secured Parties of the appointment of a separate trustee or co-trustee will be required under Section 6.8.

(b)Terms of Appointment.  Every separate trustee and co-trustee will be appointed and act subject to the following:

(i)all rights, powers and obligations of the Indenture Trustee will apply to and will be exercised or performed by the Indenture Trustee, or the Indenture Trustee and the separate trustee or co-trustee jointly (it being understood that the separate trustee or co-trustee will not be authorized to act separately without the Indenture Trustee joining in the act), except if under the law of a jurisdiction in which a particular act or acts are to be performed the Indenture Trustee will be incompetent or unqualified to perform those act or acts, in which event those acts will be exercised and performed singly by the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

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

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

(c)Notices.  Any notice, request or other writing given to the Indenture Trustee will be deemed to have been given to each appointed separate trustee and co-trustee, as effectively as if given to each of them.

(d)Rights of Appointee.  Every document appointing a separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10.  Each separate trustee and co-trustee, on its acceptance of its appointment will have the rights, powers and obligations stated in its appointment, subject to this Indenture.  The document will be filed with the Indenture Trustee and the Indenture Trustee will provide the Issuer with a copy of each document.

(e)Indenture Trustee as Agent.  A separate trustee or co-trustee may appoint the Indenture Trustee as its agent or attorney-in-fact with power and authority, if permitted by law, to do each lawful act under or for this Indenture on its behalf and in its name.  If a separate trustee or co-trustee becomes incapable of acting, resigns or is removed, all of its rights, powers and obligations will be exercised by the Indenture Trustee, if permitted by law, without the appointment of a new or successor trustee.

Section 6.11.Eligibility; Disqualification.

(a)Eligibility Requirements.  The Indenture Trustee must satisfy the requirements of Section 310(a) of the TIA and must comply with Section 310(b) of the TIA.  The Indenture Trustee 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 and must have a long-term debt rating of investment grade by each of the Rating Agencies or must be acceptable to each of the Rating

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Agencies.  Promptly after the Indenture Trustee fails to satisfy the requirements in this Section 6.11(a) or ceases to be a Qualified Institution, the Indenture Trustee will notify the Issuer and the Servicer of the failure.

(b)Resignation.  Within 90 days after the occurrence of an Event of Default that has not been corrected or waived, unless authorized by the Securities and Exchange Commission, the Indenture Trustee will resign for the Class A, Class B and/or Class C Notes according to Section 6.8, and the Issuer will appoint a successor Indenture Trustee for the Class A, Class B and/or Class C Notes, as applicable, so that there will be separate Indenture Trustees for the Class A, Class B and Class C Notes.  If the Indenture Trustee fails to comply with the prior sentence, the Indenture Trustee must comply with TIA Section 310(b)(ii) and (iii).

(c)Successor.  If a successor Indenture Trustee is appointed for the Class A, Class B or Class C Notes under this Section 6.11, the Issuer, the predecessor Indenture Trustee and the successor Indenture Trustee will execute an indenture supplemental to this Indenture.  The supplemental indenture will contain:

(i)the terms on which the successor Indenture Trustee accepts its appointment;

(ii)the terms necessary or advisable to transfer and confirm to, the successor Indenture Trustee the rights, powers and obligations of the Indenture Trustee for the Notes for which the successor Indenture Trustee is appointed;

(iii)if the predecessor Indenture Trustee is not being removed as Indenture Trustee for all of the Notes, the terms necessary or desirable to confirm that the rights, powers and obligations of the predecessor Indenture Trustee for the Notes for which the predecessor Indenture Trustee is not being removed continue to be vested in the Indenture Trustee for these Notes; and

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

(d)Timing.  Nothing in this Indenture or in the supplemental indenture will make the Indenture Trustees co-trustees of the same trust and the Indenture Trustee will be a trustee of a trust or trusts under this Indenture separate and apart from the trust or trusts under this Indenture administered by another Indenture Trustee.  The indenture supplement will become effective on the removal of the predecessor Indenture Trustee.

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

Section 6.13.Inspection of Indenture Trustee: Access to Records.  The Indenture Trustee agrees that, with reasonable prior notice, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Indenture Trustee’s normal business hours, to have access to and review the facilities, processes, books of account, records, reports and other documents and materials of the Indenture

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Trustee relating to (a) the performance of the Indenture Trustee’s obligations under this Indenture, (b) the payments of fees and expenses of the Indenture Trustee for its performance and (c) any claim made by the Indenture Trustee under this Indenture.  In addition, the Indenture Trustee will permit those representatives to make copies and extracts of the books and records and to discuss them with the Indenture Trustee’s officers and employees.  Any access and review will be subject to the Indenture Trustee’s confidentiality and privacy policies.  The Indenture Trustee will maintain all relevant books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Indenture.

Section 6.14.Indenture Trustee’s Representations and Warranties.  The Indenture Trustee represents and warrants to the Issuer as of the Closing Date:

(a)Organization and Qualification.  The Indenture Trustee is duly organized and, validly existing as a               [in good standing] under the laws of                          .  The Indenture Trustee [is qualified as a foreign banking corporation in good standing and] has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Indenture Trustee’s ability to perform its obligations under the Transaction Documents to which it is a party.

(b)Power, Authority and Enforceability.  The Indenture Trustee has the power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party.  The Indenture Trustee has authorized the execution, delivery and performance of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which it is a party is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The completion of the transactions under the Transaction 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 Indenture Trustee is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Indenture Trustee’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Indenture Trustee’s organizational documents or by-laws or (iv) violate a law or, to the Indenture Trustee’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 Indenture Trustee or its properties that applies to the Indenture Trustee, which, in each case, would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under the Transaction Documents to which it is a party.

(d)No Proceedings.  To the Indenture Trustee’s knowledge, there are no proceedings or investigations pending or threatened in writing before any federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the

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Indenture Trustee or its properties (i) asserting the invalidity of the Transaction Documents to which it is a party, (ii) seeking to prevent the issuance of the Notes or the completion of the transactions contemplated by the Transaction 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 Indenture Trustee’s ability to perform its obligations under, or the validity or enforceability of, the Transaction Documents to which it is a party.

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

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

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

Section 6.16.Reporting of Reallocations of Leases and Leased Vehicles.  The Indenture Trustee will (a) notify the Sponsor, the Depositor and the Servicer, as soon as practicable and within five Business Days, of demands or requests received by a Responsible Person of the Indenture Trustee for the removal of a Lease and related Leased Vehicle from the 20  -   Reference Pool and reallocation of the Lease and Leased Vehicle to the Revolving Facility Pool under Section 3.3 of the Exchange Note Sale Agreement, (b) promptly on request by the Sponsor, the Depositor or the Servicer, provide to them other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested by the Sponsor, the Depositor or the Servicer, provide a written certification no later than 15 days following the end of any quarter or year that the Indenture Trustee has not received any repurchase demands or requests for that period, or if

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repurchase demands or requests have been received during that period, that the Indenture Trustee has provided all the information reasonably requested under clause (b) above.  The Indenture Trustee and the Issuer will not have responsibility or liability for a filing required to be made by a securitizer under the Exchange Act or Regulation AB.

ARTICLE VII
NOTEHOLDER COMMUNICATIONS AND REPORTS

Section 7.1.Noteholder Communications.

(a)Noteholder List.  If the Indenture Trustee is not the Note Registrar, the Issuer will furnish a list of the names and addresses of the Noteholders of any Definitive Notes to the Indenture Trustee (a) not more than five days after each Record Date, as of that Record Date and (b) not more than 30 days after receipt by the Issuer of a request from the Indenture Trustee, as of a date not more than ten days before the time the list is furnished.  If the Indenture Trustee is the Note Registrar, the Indenture Trustee, on the request of the Owner Trustee, will furnish within ten days to the Owner Trustee a list of Noteholders of any Book-Entry Notes as of the date stated by the Owner Trustee.

(b)Noteholder List Retention.  The Indenture Trustee will maintain a current list of the names and addresses of the Noteholders based on the most recent list furnished to the Indenture Trustee under Section 7.1(a) and the names and addresses of the Noteholders received by the Indenture Trustee in its capacity as Note Registrar.

(c)TIA Communication.  A Noteholder may communicate under Section 312(b) of the TIA with other Noteholders about their rights under this Indenture or under the Notes.  The Issuer, the Indenture Trustee and the Note Registrar will have the protection of Section 312(c) of the TIA.

(d)Noteholder Communications with Indenture Trustee.  A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notifying the Indenture Trustee.  Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note.  The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to an asset representations review demand under Section 7.2, unless the Noteholder or Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the fees and expenses that it may incur in complying with the request, demand or direction.

(e)Communications between Noteholders.  A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a

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possible exercise of rights under this Indenture or the other Transaction Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Securities and Exchange Commission.  Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.1(e) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Transaction Documents, and will not be used for other purposes.  The Issuer will promptly deliver any request to the Servicer.  On receipt of a request, the Servicer will include in the Form 10-D filed by the Issuer with the Securities and Exchange Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Transaction Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.

Section 7.2.Noteholder Demand for Asset Representations Review.  If a Delinquency Trigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Leases under the Asset Representations Review Agreement.  In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  If the Noteholders and Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders through the Clearing Agency process.  The vote will remain open until the 150th day after the filing of the Form 10-D.  Assuming a voting quorum of the Noteholders holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders of a majority of the Note Balance of Notes voted to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Review.

Section 7.3.Reports by Issuer.

(a)SEC Filings.  The Issuer will, or will cause the Administrator or the Servicer to:

(i)file with the Securities and Exchange Commission (A) the annual reports and the information, documents and other reports (or copies or parts the Securities and

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Exchange Commission may prescribe) that the Issuer is required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act, including annual reports on Form 10-K, monthly distribution reports on Form 10-D[ and monthly asset level data on Form ABS-EE], and (B) additional information, documents and reports about compliance by the Issuer with this Indenture required by the Securities and Exchange Commission;

(ii)file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Securities and Exchange Commission, copies of the annual reports and the information, documents or other reports filed with the Securities and Exchange Commission under Section 7.3(a)(i); and

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

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

(c)Fiscal Year.  The fiscal year of the Issuer will be the calendar year.

Section 7.4.Reports by Indenture Trustee.

(a)Annual Report.  Within 90 days after each April 15, starting in the year after the Closing Date, the Indenture Trustee will prepare and mail to each Noteholder a report dated as of April 15 of the applicable year that complies with Section 313(a) of the TIA, if the report is required under Section 313(a) of the TIA.  The Indenture Trustee will also prepare and mail to the Noteholders any report required under Section 313(b) of the TIA.  A report mailed to the Noteholders under this Section 7.4(a) will be mailed according to Section 313(c) of the TIA.

(b)Filing.  The Indenture Trustee will file with the Securities and Exchange Commission a copy of each report delivered under Section 7.4(a) at the time of its mailing to the Noteholders.

ARTICLE VIII
ACCOUNTS, DISTRIBUTIONS AND RELEASES

Section 8.1.Collection of Funds.  Except as permitted under this Indenture, the Indenture Trustee may demand payment or delivery of, and will receive and collect, directly the funds and other property payable to or to be received by the Indenture Trustee under this Indenture, the Exchange Note Supplement and the Servicing Supplement.  The Indenture Trustee will apply the funds and other property received by it, and will make deposits to, and distributions from, the Bank Accounts, under this Indenture, the Exchange Note Supplement and the Servicing Supplement.

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Section 8.2.Bank Accounts; Distributions.

(a)Establishment.  On and after the Closing Date, the Indenture Trustee will maintain the Bank Accounts established by the Servicer under Section 4.1 of the Servicing Supplement.

(b)Distributions from Collection Account.  Subject to Section 8.2(d), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):

(i)first, to the payment of amounts, including indemnities, then due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and expenses of the Issuer incurred according to the Transaction Documents, in each case, if not paid by the Depositor or the Administrator, up to a maximum of $        per year;

(ii)second, to the Servicer, unpaid Administration Fees;

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

(iv)fourth, for allocation as principal under Section 8.2(c), the First Priority Principal Payment;

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

(vi)sixth, for allocation as principal under Section 8.2(c), the Second Priority Principal Payment;

(vii)seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;

(viii)eighth, to the Reserve Account, the amount required to bring the amount in the Reserve Account up to the Required Reserve Amount after taking into account each deposit made to the Reserve Account on that Payment Date under Section 5.1(a)(iv) of the Exchange Note Supplement;

(ix)ninth, for allocation as principal under Section 8.2(c), the Regular Principal Payment;

(x)tenth, to the payment of all amounts due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer and any expenses of the Issuer, in each case, if not paid by the Depositor or Administrator or under Section 8.2(b)(i) on that Payment Date; and

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(xi)eleventh, to the holder of the Residual Interest, any remaining amounts.

(c)Distributions of Principal.  On each Payment Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) pay any amounts allocated to principal under Section 8.2(b) in the following order of priority, in each case, applied pro rata according to the Note Balance of the Notes of that Class:

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

(ii)second, to the Noteholders of Class A-2[a] [and Class A-2b] Notes, pro rata based on the respective Note Balances], in payment of principal until the Note Balance of the Class A-2[a] [and Class A-2b] Notes has been reduced to zero;

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

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

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

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

(vii)seventh, to the holder of the Residual Interest, any remaining amounts.

(d)Distributions Following Acceleration.  If the Notes are accelerated after an Event of Default, on each Payment Date starting with the Payment Date relating to the Collection Period in which the Notes are accelerated, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Bank Accounts and make deposits and payments, to the extent of funds in the Bank Accounts for the related Collection Period, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as stated):

(i)first, to the payment of amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer and expenses of the Issuer incurred according to the Transaction Documents;

(ii)second, to the Servicer, unpaid Administration Fees;

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

(iv)fourth, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero;

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(v)fifth, to the Noteholders of Class A-2[a] [and Class A-2b] Notes, in payment of principal until the Note Balance of the Class A-2[a] [and Class A-2b] Notes is reduced to zero;

(vi)sixth, to the Noteholders of Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero;

(vii)seventh, to the Noteholders of Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero;

(viii)eighth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;

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

(x)tenth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;

(xi)eleventh, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero; and

(xii)twelfth, to the holder of the Residual Interest, any remaining amounts.

(e)Subordination Agreement.  Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(b) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Section 8.3.Bank Accounts.

(a)Limited Liability for Permitted Investments.  Subject to Section 6.1(c), the Indenture Trustee will not be liable for any insufficiency in Bank Accounts resulting from a loss on a Permitted Investment, except for losses attributable to the Indenture Trustee’s failure to make payments on the Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee.  The Indenture Trustee is not obligated to monitor the activities of any Qualified Institution (unless the Qualified Institution is also the Indenture Trustee) and will not be liable for the actions or inactions of any Qualified Institution (unless the Qualified Institution is also the Indenture Trustee).

(b)Notice to Qualified Institution.  A Responsible Person of the Indenture Trustee will notify the Qualified Institution maintaining the Bank Accounts (if not the Indenture Trustee) if an Event of Default has occurred and is continuing.

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Section 8.4.Release of Collateral.

(a)Release of Property.  The Indenture Trustee may, and when required by this Indenture will, release Collateral from the Lien of this Indenture, in each case, according to this Indenture.  Except under Sections 8.4(c), 8.4(d) and 10.1(c), the Indenture Trustee will release Collateral from the Lien of this Indenture only on receipt of an Issuer Request and an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificates according to Sections 314(c) and 314(d)(1) of the TIA meeting the requirements of Section 11.4.

(b)Limited Security Interest.  The Issuer and the Indenture Trustee intend that the property in which a Lien is Granted under this Indenture will be limited to the 20  -   Exchange Note and the other Collateral as stated in the “Granting Clause” of this Indenture, and the Lien will not include direct rights in the Leases or Leased Vehicles or proceeds of the Leases or Leased Vehicles (other than for proceeds of the 20  -   Exchange Note) or other property of the Titling Companies.

(c)Deemed Release.  The Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner by its acceptance of a Note or an interest or participation in a Note acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:

(i)each Lease and Leased Vehicle and all proceeds of the Lease and Leased Vehicle reallocated to the Revolving Facility Pool under Section 3.4(c) of the Exchange Note Purchase Agreement, Section 3.3(c) of the Exchange Note Sale Agreement or Section 3.3(f) of the Servicing Supplement, effective when the Lease and Leased Vehicle is deemed reallocated to the Revolving Facility Pool under the applicable Section;

(ii)each Lease and Leased Vehicle (but not the proceeds of the sale or disposition of the Lease and Leased Vehicle) sold by the related Titling Company under Section 3.2(g) of the Servicing Agreement, effective when the Lease and Leased Vehicle is deemed sold and assigned by the Titling Company under that Section; and

(iii)each Leased Vehicle (and the proceeds of the sale or disposition of the Leased Vehicle released according to Section 3.3(b) of the Credit and Security Agreement and Section 4.2(d) of the Servicing Agreement) sold by the Servicer under Section 4.2 of the Servicing Agreement, effective when the Leased Vehicle is deemed sold and assigned by the related Titling Company under that Section.

(d)Release of Funds.  When there are no Notes Outstanding and all amounts due from the Issuer to the Indenture Trustee have been paid in full under Section 6.7 or 10.1, the Indenture Trustee will release the Collateral from the Lien of this Indenture and release to the Issuer or any other Person entitled to those funds under this Indenture or other Transaction Documents, the funds then in the Bank Accounts under this Indenture.  The Indenture Trustee will release Collateral from the Lien of this Indenture under this Section 8.4(d) only on receipt of an Issuer Request and an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.4.

(e)Termination Statements.  On receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.4, the

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Indenture Trustee will execute termination statements and other documents to release Collateral as permitted by this Section 8.4 and Section 10.1.  No party relying on a document or authorization executed by the Indenture Trustee under this Article VIII is required to determine the Indenture Trustee’s authority, inquire into the satisfaction of conditions precedent or require evidence of the application of funds.

ARTICLE IX
AMENDMENTS

Section 9.1.Amendments Without Consent of Noteholders.

(a)General Amendments.  Without the consent of the Noteholders but after notifying the Rating Agencies, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture:

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

(ii)to evidence the succession of any other Person to the Issuer, and the assumption by the successor of the obligations of the Issuer in this Indenture and in the Notes;

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

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

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

(vi)to evidence the acceptance of the appointment under this Indenture of a successor trustee and to add to or change this Indenture as necessary to facilitate the administration of the trusts under this Indenture by more than one trustee; or

(vii)to modify, eliminate or add to the terms of this Indenture to effect the qualification of this Indenture under the TIA and to add to this Indenture another terms required by the TIA.

(b)Amendments without Material Adverse Effect.  Without the consent of the Noteholders, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to modify (other than the modifications in Section 9.2) the rights of the Noteholders under, this Indenture, if:

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

(ii)the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer or 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 (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and

(iii)the Rating Agency Condition has been satisfied.

Section 9.2.Amendments with Consent of Controlling Class.

(a)Amendments.  With the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and after notifying the Rating Agencies, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture to add terms to, to change or eliminate the terms of, or to modify the rights of the Noteholders under, this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee 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 the Issuer or a Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.  However, no amendment, without the consent of each Noteholder of each Outstanding Note adversely affected by the amendment, will:

(A)modify or alter Section 9.1 or this Section 9.2;

(B)change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on a Note, (2) the principal amount of or interest rate on a Note, (3) the price at which the Notes may be redeemed, (4) the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change the place of payment where, or the currency in which, a Note or the interest on a Note is payable or (5) the right of the Noteholders to start Proceedings to enforce this Indenture;

(C)modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action;

(D)modify or alter the definition of “Outstanding” or “Controlling Class”;

(E)modify the calculation of the amount of a payment of principal of and interest on a Note on a Payment Date; or

(F)permit the creation of any Lien ranking prior or equal to the Lien of this Indenture on the Collateral, other than Permitted Liens, or, except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture on the Collateral.

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(b)Noteholder Consent.  For any amendment to this Indenture or any other Transaction Document requiring the consent of the Noteholders, the Indenture Trustee will, when directed by Issuer Order, notify the Noteholders to request consent and follow its reasonable procedures to obtain consent.

Section 9.3.Execution of Amendments.

(a)Form; Authorization; Reliance.  Each amendment will be in form reasonably satisfactory to the Indenture Trustee.  The Indenture Trustee is authorized to execute the amendment and any other agreements required by the amendment.  For any amendment, the Issuer will deliver to the Indenture Trustee and the Owner Trustee, an Opinion of Counsel stating that the amendment is permitted by this Indenture and that all conditions to the amendment have been satisfied.

(b)Indenture Trustee Not Obligated.  The Indenture Trustee is not obligated to, enter into an amendment that adversely affects the Indenture Trustee’s rights, powers, obligations, or liabilities under this Indenture.

(c)Indenture Supplement not an Amendment.  An indenture supplement entered into under Section 6.11(c) will not be considered an amendment to this Indenture for purposes of this Article IX.

Section 9.4.Effect of Amendment.  On the execution of an amendment under this Article IX, this Indenture will be amended by the amendment, and the amendment will be part of this Indenture for all purposes.  Every Noteholder of Notes authenticated and delivered before or after the amendment will be bound by the amendment.

Section 9.5.Conformity with TIA.  Each amendment of this Indenture executed under this Article IX will conform to the requirements of the TIA as then in effect so long as this Indenture is qualified under the TIA.

Section 9.6.Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of an amendment under this Article IX may, and if required by the Indenture Trustee will, bear a notation about the amendment.  New Notes modified to conform to an amendment may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for the Outstanding Notes.

ARTICLE X
REDEMPTION OF NOTES

Section 10.1.Redemption.

(a)Optional Redemption.  The Notes may be redeemed in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its option to purchase the 20  -   Exchange Note under Section 5.1 of the Servicing Supplement.  If the Notes are to be redeemed under this Section 10.1, the Servicer or the Issuer will notify the Indenture Trustee and the Rating Agencies at least ten days before the Redemption Date.  After

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the Servicer or the Issuer notifies the Indenture Trustee, the Indenture Trustee will promptly notify the Noteholders:

(i)of the Redemption Date;

(ii)of the Note Redemption Price;

(iii)of the outstanding Note Balance of each Class of the Notes to be redeemed and that the Notes plus accrued and unpaid interest on the Notes to the Redemption Date will be paid in full;

(iv)of the place to surrender the Notes for final payment (which will be the office or agency of the Issuer maintained under Section 3.2); and

(v)that on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest on the Notes will become due and payable and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer fails to pay the Notes on the Redemption Date.

(b)Deposit of Note Redemption Price.  The Issuer will cause the Servicer to deposit on the Business Day before the Redemption Date (or, with satisfaction of the Rating Agency Condition, on the Redemption Date) in the Collection Account the amount required under Section 5.1 of the Exchange Note Supplement, and the Notes will be paid in full on the Redemption Date.

(c)Release of Funds.  On the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest on the Notes will become due and payable and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer fails to pay the Notes on the Redemption Date.  On redemption, the Indenture Trustee will release the Collateral from the Lien of this Indenture and release to the Issuer or any other Person entitled to funds then in the Bank Accounts under this Indenture according to Section 8.4(c).

ARTICLE XI
OTHER AGREEMENTS

Section 11.1.No Petition.  The Indenture Trustee and each Noteholder or Note Owner, by accepting a Note or an interest or participation in a 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 11.1 will survive the resignation or removal of the Indenture Trustee under this Indenture and the termination of this Indenture.

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Section 11.2.Limited Recourse; Subordination of Claims Against Titling Companies.

(a)Limited Recourse; Subordination Agreement.  The Titling Companies’ obligations under the 20  -   Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20  -   Reference Pool and the other Borrower Collateral available for payment on the 20  -   Exchange Note under the Exchange Note Supplement.  The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”).  If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture 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 Indenture Trustee, each Noteholder and each Note Owner 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 Titling Companies (“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 distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities.  This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

(b)Election under Bankruptcy Code.  The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a 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 a Specified Interest of a Titling Company other than the Collateral Specified Interest).

(c)Third Party Benefit.  This Section 11.2 is for the third party benefit of the holders, pledgees or other beneficiaries of Other Borrower Liabilities and will survive the termination of this Indenture.

Section 11.3.Limited Recourse; Subordination of Claims against Depositor.  The Issuer’s obligations under this Indenture are solely the Issuer’s obligations and do not represent an obligation or interest in the assets of the Depositor other than the Sold Assets conveyed to the Issuer under the Exchange Note Sale Agreement.  The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or

48

participation in a Note, acknowledge and agree that they have no right, title or interest in or to Other Assets of the Depositor.  If the Indenture Trustee, Noteholder or Note Owner either (i) asserts an interest in, claim to or benefit from, the Other Assets or (ii) is deemed to have an interest in, claim to or benefit from the Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, Noteholder or Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Assets is expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of 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 distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on those other obligations and liabilities.  This Section 11.3 is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.3 and it may be enforced by an action for specific performance.  This Section 11.3 is for the third-party benefit of the Depositor and any Person with an interest in the Other Assets and will survive the termination of this Indenture.

Section 11.4.Issuer Orders; Certificates and Opinions

(a)Issuer Order or Issuer Request.  For an order or request by the Issuer to the Indenture Trustee to take an action under this Indenture or any other Transaction Document, the Issuer will deliver the following documents to the Indenture Trustee: (i) a written order (an “Issuer Order”) or a written request (an “Issuer Request”), signed in the name of the Issuer by a Responsible Person and delivered to the Indenture Trustee, (ii) an Officer’s Certificate stating that all conditions in this Indenture or other Transaction Document for the proposed action have been satisfied, (iii) if required by the TIA or on the request of the Indenture Trustee, an Opinion of Counsel stating that the conditions have been satisfied and (iv) if required by the TIA, an Independent Certificate from a firm of certified public accountants of national reputation selected by the Issuer.  However, no certificates or opinions are required to be delivered if this Indenture requires the furnishing of specific documents for the action to be taken.

(b)Form of Certificates and Opinions.

(i)Each certificate or opinion on compliance with a condition or covenant in this Indenture will include:

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

(B)a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based;

49

(C)a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and

(D)a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with.

(ii)Any Officer’s Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous.  Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

(c)Conditions for Release.

(i)Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other of securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

(ii)Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities and of other property, other than property as contemplated by Section 11.4(d), of securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

50

(d)Ordinary Course of Business.  The Issuer may, without furnishing any Officer’s Certificates or Independent Certificates under Section 11.4(c), (i) collect, liquidate, sell or dispose of (or, as Holder of the 20  -   Exchange Note, cause the Titling Companies to collect, liquidate, sell, remove or dispose of) Leases and Leased Vehicles in the ordinary course of its business, so long as Collections, Liquidation Proceeds, Recoveries and other proceeds of the dispositions are applied according to this Indenture and (ii) make cash payments out of the Bank Accounts, in each case, as and if permitted or required by the Transaction Documents.

(e)Exemptive Orders.  If the Securities and Exchange Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only according to the Transaction Documents and the conditions and procedures stated in the exemptive order.

Section 11.5.Acts of Noteholders.

(a)Written Documents.  Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a stated percentage of the Noteholders may be included in and evidenced by one or more documents signed by the Noteholders (each, an “Act of Noteholders”).  Except as otherwise stated in this Indenture, the action will become effective when the documents are delivered to the Indenture Trustee and, if required, to the Issuer.

(b)Binding Effect.  Any Act of Noteholders will bind the Noteholder of every Note issued on the registration of the Note or in exchange for the Note or in place of the Note, for all purposes whether or not notation of the action is made on the Note.

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

Section 11.7.Issuer Obligation.  No recourse may be taken, directly or indirectly, for the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or a certificate or other writing delivered under this Indenture or the Notes, against (a) the Indenture Trustee or the Owner Trustee each in its individual capacity, (b) each holder of a beneficial interest in the Issuer, (c) each partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (d) each holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity.  The Indenture Trustee and the Owner Trustee have none of these obligations in their individual capacities.  For all purposes of this Indenture, the Owner Trustee will be subject to, and have the benefits of, Articles V, VI and VII of the Trust Agreement.

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ARTICLE XII
MISCELLANEOUS

Section 12.1.Benefits of Indenture; Third-Party Beneficiaries.  This Indenture and the Notes are for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Secured Parties, each Person with rights to payments or distributions under this Indenture and the holder of the Residual Interest will be third-party beneficiaries of this Indenture and may enforce this Indenture according to its terms.  No other Person will have any right or obligation under this Indenture or the Notes.

Section 12.2.Notices.

(a)Notices to Parties.  Notices, requests, directions, consents, waivers or other communications to or from the parties to this Indenture 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

(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 will be addressed to the recipient stated on Schedule A, which address the party may change by notifying the other party.

(c)Notice to Noteholders.  Notices to a Noteholder will be considered received by the Noteholder:

(i)for Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Noteholder at its address in the Note Register; or

(ii)for Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.

(d)Notices to Rating Agencies.  Where this Indenture requires notice to the Rating Agencies, failure to give the notice will not affect other rights or obligations under this Indenture, and will not be a Default or Event of Default.

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Section 12.3.GOVERNING LAW.  THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 12.4.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 Indenture.  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 12.5.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 INDENTURE.

Section 12.6.No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Indenture 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 Indenture are in addition to any powers, rights and remedies under law.

Section 12.7.Severability.  If a part of this Indenture is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Indenture and will not affect the validity, legality or enforceability of the remaining Indenture.

Section 12.8.Headings.  The headings in this Indenture are included for convenience and will not affect the meaning or interpretation of this Indenture.

Section 12.9.Counterparts.  This Indenture 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 CREDIT AUTO LEASE TRUST 20  -  ,
	as Issuer
	By:	, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Lease Trust 20  -
	By:
		Name:
		Title:
	,
		not in its individual capacity but solely as Indenture Trustee
	By:
		Name:
		Title:

[Signature Page to Indenture]

Agreed and Acknowledged for purposes
of the Granting Clause:
CAB EAST LLC
By:
	Name:
	Title:
CAB WEST LLC
By:
	Name:
	Title:

[Signature Page to Indenture]

Schedule A

Notice Addresses

1.If to Ford Credit, in its individual capacity or as Sponsor, Servicer, Custodian or 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) 322-1200
Fax:  (313) 337-1160

2.If to the Depositor:

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

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 322-1200
Fax:  (313) 337-1160

SA-1

3.If to the Issuer:

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

With copies to:

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 802-A3
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Email:  FSPEMgt@ford.com

and

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 322-1200
Fax:  (313) 337-1160

4.If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee

5.If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee;

6.If to the Asset Representations Reviewer:

[address]
Attention: 
Telephone:
Fax:

7.If to [Rating Agency]:

[address]
Attention: 
Telephone:
Fax:

SA-2

Exhibit A

Form of Notes

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

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

EACH HOLDER OF THIS NOTE (OR 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

EA-1

SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION IS NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).

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 THE FACE OF THIS NOTE.

EA-2

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

FORD CREDIT AUTO LEASE TRUST 20  -

CLASS [A-[  ][B][C] [  %][FLOATING RATE] ASSET BACKED NOTES

Ford Credit Auto Lease Trust 20  -  , a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of [                ] DOLLARS payable on the fifteenth day of each month, or, if that day is not a Business Day, the next succeeding Business Day, starting in        20   (each, a “Payment Date”) in an amount equal to the aggregate amount payable to the Noteholders of Class [A-[  ][B][C] Notes on that Payment Date from the amounts payable as principal on the Class [A-[  ][B][C] Notes under Section 3.1 of the Indenture, dated as of            , 20   (the “Indenture”), between the Issuer and                         , as Indenture Trustee (the “Indenture Trustee”).  However, the entire unpaid principal amount of this Note will be due and payable on the earlier of (a) the [          ] Payment Date (the “Class [A-[  ][B][C] Final Scheduled Payment Date”), or (b) the Redemption Date under Section 10.1 of the Indenture.  The entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be, or have automatically become, immediately due and payable under Section 5.2(a) of the Indenture.  Principal payments on the Class [A-[  ][B][C] Notes will be made pro rata to the Noteholders entitled to those principal payments. Capitalized terms used but not defined in this Note are defined in Article I of the Indenture, which also contains usage rules that apply to this Note.

The Issuer will pay interest on this Note [at the rate per annum shown above] [a rate based on LIBOR determined under the terms of the Indenture, equal to LIBOR plus [   ]%] on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the prior Payment Date (in each case, after giving effect to payments of principal made on the prior Payment Date), subject to limitations in Section 3.1 of the Indenture.  Interest on this Note will accrue for each Payment Date from and including the [15th day of the month before each Payment Date] [previous Payment Date on which interest has been paid] (or, for the initial Payment Date, from and including the Closing Date) to but excluding [the 15th day of the month in which that Payment Date occurs] [that Payment Date].  Interest will be computed on the basis of [actual days elapsed and] a 360-day year [of twelve 30 day months].

The principal of and interest on this Note are payable in the 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.  Payments made by the Issuer on this Note will be applied first to interest due and payable on this Note as stated above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Class [A-[  ][B][C] [  %][Floating Rate] Asset Backed Notes (the “Class [A-[  ][B][C] Notes”) of the Issuer.  Also authorized under the Indenture are the Class [A-[  ][B][C] Notes.  The Indenture and indentures supplemental to the Indenture state the respective rights and obligations of the Issuer, the Indenture Trustee and the Noteholders.  The Notes are subject to the Indenture.

EA-3

The Class [A-[  ][B][C] Notes are and will be equally and ratably secured by the collateral pledged as security therefor under the Indenture.  Interest on and principal of the Notes will be payable according to the priority of payments stated in Section 8.2 of the Indenture.  [Class B only:][The Class B Notes are subordinated in right of payment to the Class A Notes.]  [Class C only:][The Class C Notes are subordinated in right of payment to the Class A and Class B Notes.]

Payments of interest on this Note on each Payment Date, together with each installment of principal if not in full payment of this Note, will be made to the Registered Noteholder of this Note either by wire transfer, to the account of the Noteholder at a bank or other entity having proper facilities for the wire transfer, if the Noteholder has given to the Note Registrar proper written instructions at least five Business Days before that Payment Date and the Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first class mail, postage prepaid, to the Registered Noteholder’s address as it appears on the Note Register on each Record Date.  However, unless Definitive Notes have been issued to Note Owners, payment will be made by wire transfer to the account designated by Cede & Co., as nominee of the Clearing Agency or a successor nominee.  The 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 Noteholders of this Note and of a Note issued on the registration of transfer of this Note or in exchange of this Note or in place of this Note, whether or not noted on this Note.  If money is expected to be available for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Registered Noteholder of this Note as of the prior Record Date by notice mailed or transmitted by fax before that Payment Date, and the amount then due and payable will be payable only on presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for those purposes located in The City of New York.

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

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

The transfer of this Note is subject to the restrictions on transfer stated on the face of this Note and to the other limitations in the Indenture.  Subject to the satisfaction of those restrictions and limitations, the transfer of this Note may be registered on the Note Register on surrender of this Note for registration of transfer at the office or agency designated by the Issuer under the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder of this Note or its attorney-in-fact, with the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and then one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for the registration of transfer or exchange of this Note, but the transferor may be required to pay an amount to cover

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any tax or other governmental charge that may be imposed under any registration of transfer or exchange.

Each Noteholder or Note Owner, by accepting a Note or, for a Note Owner, an interest or participation in a Note, agrees that no recourse may be taken, directly or indirectly, for the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or a certificate or other writing delivered for the Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (iv) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity.

The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and do not represent an obligation or interest in any assets of the Depositor other than the Sold Assets conveyed to the Issuer under the Exchange Note Sale Agreement.  Each Noteholder and Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor.  If the Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets or (ii) is deemed to have any interest, claim to or benefit in or from Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then the Noteholder or Note Owner further acknowledges and agrees that any interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of those Other Assets, are entitled to be paid from, entitled to the benefits of, or secured by those Other Assets (whether or not any entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on the other obligations and liabilities.  THIS PARAGRAPH IS A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

Any claim under a Note issued under the Indenture against one of the Titling Companies will be limited in recourse to the 20  -   Reference Pool and the other Borrower Collateral available for payment on this Note under the Exchange Note Supplement.  Each Noteholder and Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Borrower Assets of a Titling Company.  If the Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Borrower Assets or (ii) is deemed to have any interest, claim to or benefit in or from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then the Noteholder or Note Owner further acknowledges and agrees that any interest, claim or benefit in or from Other Borrower Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of 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 any

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entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Company), including the payment of post-petition interest on the other obligations and liabilities.  THIS PARAGRAPH IS A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

Each Noteholder or Note Owner, by accepting a Note or, for a Note Owner, an interest or participation in a 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join another Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any bankruptcy or similar law.

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

For any date, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note is registered as of 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 Indenture permits, with some exceptions requiring the consent of all adversely affected Noteholders under the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by the Issuer with the consent of the Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Class.  The Indenture also permits the Indenture Trustee to amend or waive some terms and conditions in the Indenture without the consent of the Noteholders if some conditions are satisfied.  In addition, the Indenture contains terms permitting the Noteholders of Notes evidencing stated percentages of the Note Balance of the Notes or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with some terms of the Indenture and some defaults under the Indenture and their consequences.  Any consent or waiver by the Noteholder of this Note will be conclusive and bind the Noteholder and all future Noteholders of this Note and of any Note issued on the registration of transfer of this Note or in exchange of this Note or in place of this Note whether or not notation of the consent or waiver is made on this Note.

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

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

The Notes are issuable only in registered form in denominations as stated in the Indenture, subject to some limitations in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

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

Except as permitted under the Transaction Documents, none of                    , in its individual capacity,                  , in its individual capacity, any owner of a beneficial interest in the Issuer, or their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications in the Indenture.  The Noteholder of this Note, by its acceptance of this Note, agrees that, except as permitted in the Transaction Documents, for an Event of Default under the Indenture, the Noteholder has no claim against those Persons for any deficiency, loss or claim from this Note.  However, nothing in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Issuer for liabilities, obligations and undertakings in the Indenture or in this Note.

Unless the certificate of authentication on this Note has been executed by the Indenture Trustee whose name appears below by manual signature, this Note will have the benefit of the Indenture, or be valid or obligatory for any purpose.

[Remainder of Page Left Blank]

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

Date:               , 20
	FORD CREDIT AUTO LEASE TRUST 20  -
	By:	, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Lease Trust 20  -
	By:
		Responsible Person

CERTIFICATE OF AUTHENTICATION

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

Date:               , 20
,	,
		not in its individual capacity but
		solely as Indenture Trustee
	By:
		Responsible Person

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ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:	*/
	Signature Guaranteed*/

*/NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever.  The signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program or another “signature guarantee program” selected by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, according to the Exchange Act.

EA-9

EX-4.2

Exhibit 4.2

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

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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

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(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

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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

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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

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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.

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(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).

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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.

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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-4.3

EXHIBIT 4.3

20  -   EXCHANGE NOTE SUPPLEMENT

to

SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

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

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           , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
Section 1.1.		Usage and Definitions	1
ARTICLE II 20  -   EXCHANGE NOTE			1
Section 2.1.		Creation of 20  -   Exchange Note	1
Section 2.2.		Terms of 20  -   Exchange Note	1
Section 2.3.		Issuance of 20  -   Exchange Note	2
Section 2.4.		Transfer Restrictions on 20  -   Exchange Note	3
Section 2.5.		Reserve Account	3
Section 2.6.		Borrowers’ Representations and Warranties	3
ARTICLE III 20  -   REFERENCE POOL			4
Section 3.1.		20  -   Reference Pool	4
ARTICLE IV EXCHANGE NOTE EVENTS OF DEFAULT AND REMEDIES			4
Section 4.1.		20  -   Exchange Note Events of Default	4
Section 4.2.		Exchange Note Remedies	5
ARTICLE V APPLICATION OF COLLECTIONS ON 20  -   REFERENCE POOL			5
Section 5.1.		Distributions from Exchange Note Collection Account	5
ARTICLE VI OTHER AGREEMENTS			6
Section 6.1.		Annual Certificate of Compliance	6
Section 6.2.		No Petition	7
Section 6.3.		Tax Information	7
Section 6.4.		Conflict with Credit and Security Agreement	7
ARTICLE VII MISCELLANEOUS			7
Section 7.1.		Amendments	7
Section 7.2.		Benefit of this Supplement	7
Section 7.3.		GOVERNING LAW	7
Section 7.4.		Severability	7
Section 7.5.		Headings	7
Section 7.6.		Counterparts	8
Schedule A	Leases and Leased Vehicles in 20  -   Reference Pool		SA-1
Appendix 1	Usage and Definitions		A1-1

i

20  -   EXCHANGE NOTE SUPPLEMENT, dated as of           , 20   (this “Supplement”), 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 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

Section 4.1 of the Credit and Security Agreement provides that the parties to the Credit and Security Agreement may enter into a supplement to the Credit and Security Agreement to authorize the issuance of an Exchange Note.

The parties to this Supplement have determined to create the 20  -   Exchange Note and state its principal terms.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Supplement are defined in Appendix 1 or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Supplement.  Appendix 1 and Appendix A are incorporated by reference into this Supplement.

ARTICLE II
20  -   EXCHANGE NOTE

Section 2.1.Creation of 20  -   Exchange Note.  This Supplement creates an Exchange Note to be issued under the Credit and Security Agreement and this Supplement and designated as the “20  -   Exchange Note.”

Section 2.2.Terms of 20  -   Exchange Note.

(a)Principal Terms.  The principal terms of the 20  -   Exchange Note are as follows:

(i)the “Exchange Note Issuance Date” is         , 20  ;

(ii)the 20  -   Exchange Note will be issued as a single class;

(iii)the “Exchange Note Initial Principal Balance” for the 20  -   Exchange Note is $               ;

(iv)the Reference Pool for the 20  -   Exchange Note will be the 20  -   Reference Pool, as stated in Section 3.1;

(v)the “Cutoff Date” for the 20  -   Reference Pool is           , 20  ;

(vi)the “Exchange Note Interest Rate” for the 20  -   Exchange Note is     %;

(vii)the Exchange Note Events of Default for the 20  -   Exchange Note are stated in Section 4.1; and

(viii)the “Exchange Note Final Scheduled Payment Date” for the 20  -   Exchange Note is         , 20  .

(b)Payments on 20  -   Exchange Note.

(i)Interest Accrual.  The 20  -   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 the Exchange Note Interest Rate for that Exchange Note Interest Period.  Interest on the 20  -   Exchange Note will be calculated for each Exchange Note Interest Period on the basis of the actual number of days elapsed and a 360-day year.  Interest on the 20  -   Exchange Note for each Exchange Note Interest Period will be due and payable on the related Payment Date.

(ii)Principal.  The principal of the 20  -   Exchange Note will be payable in installments on each Payment Date according to Article V.  The Exchange Note Balance will be due and payable on the earlier of the Exchange Note Redemption Date and the Exchange Note Final Scheduled Payment Date.  The Exchange Note Balance will be due and payable on the date the 20  -   Exchange Note is declared to be, or has automatically become, immediately due and payable according to Section 6.5(a) of the Credit and Security Agreement.

Section 2.3.Issuance of 20  -   Exchange Note.

(a)Form.  The 20  -   Exchange Note will be substantially in the form of Exhibit A to the Credit and Security Agreement, and will satisfy the requirements of Sections 4.1 and 4.2 of the Credit and Security Agreement.

(b)Authorization, Execution and Delivery.  Each of the Borrowers and the other parties to this Supplement will execute or acknowledge, as applicable, and the Borrowers will deliver to the Administrative Agent the 20  -   Exchange Note and this Supplement.  Following receipt of the 20  -   Exchange Note and this Supplement and satisfaction of the conditions in Section 4.2(e) of the Credit and Security Agreement, the Administrative Agent will (i) acknowledge this Supplement and (ii) authenticate and deliver the 20  -   Exchange Note under Section 4.2(f) of the Credit and Security Agreement.

(c)Satisfaction of Conditions.  Each of the Borrowers represents and warrants that on satisfaction of the conditions in Section 2.3(b), the 20  -   Exchange Note will be duly authorized, executed and delivered under this Supplement.

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Section 2.4.Transfer Restrictions on 20  -   Exchange Note.

(a)No Transfer in Part.  The 20  -   Exchange Note may be Transferred only in whole and not in part.

(b)Exchange Noteholder Representations.  By acceptance of the 20  -   Exchange Note, the 20  -   Exchange Noteholder agrees with and makes, as of the date of this Supplement, the representations and warranties in Section 4.4(f) of the Credit and Security Agreement.

Section 2.5.Reserve Account.

(a)Establishment.  On or before the issuance of the 20  -   Exchange Note, the Servicer will establish the Reserve Account according to Section 5.1(a) of the Servicing Supplement.

(b)Initial Deposit.  On the Closing Date, the Depositor will deposit, or cause to be deposited, the Required Reserve Amount in the Reserve Account according to Section 4.1 of the Exchange Note Sale Agreement.

(c)Additional Deposits.  On each Payment Date, the Indenture Trustee will deposit in the Reserve Account all amounts available according to Section 5.1(a)(iv) until the amount in the Reserve Account is equal to the Required Reserve Amount.

(d)Reserve Account Draw Amount.  On or before each Payment Date, the Indenture Trustee will (as directed by the Servicer under Section 4.6 of the Servicing Supplement) withdraw the Reserve Account Draw Amount for the Payment Date from the Reserve Account and deposit it in the Exchange Note Collection Account for application according to Section 5.1.

(e)Distribution Following Event of Default.  Following the occurrence of an Event of Default that has resulted in acceleration of the Notes, the Indenture Trustee will distribute amounts in the Reserve Account (other than net investment earnings) according to Section 8.2(d) of the Indenture.

(f)Transfer to Depositor.  The Indenture Trustee will transfer all funds in the Reserve Account to the Depositor on the earlier of (i) the first Payment Date on or after which the Servicer has deposited in the Collection Account the Exchange Note Purchase Price according to Section 6.1(a) of the Servicing Supplement in connection with the exercise of its option to acquire the 20  -   Exchange Note under Section 6.1 of the Servicing Supplement and (ii) the date on which the Note Balance of the Notes and of other amounts owing or to be distributed to the Secured Parties under the Indenture and this Supplement are paid in full.

Section 2.6.Borrowers’ Representations and Warranties.  Each Borrower has made the representations and warranties in Sections 5.17 and 5.18 of the Credit and Security Agreement on which the Ford Credit, the Depositor and the Issuer is relying.  The representations and warranties are made as of the Exchange Note Issuance Date and will survive the issuance of the 20  -   Exchange Note to Ford Credit, the sale of the 20  -   Exchange Note to the Depositor, the sale of the 20  -   Exchange Note to the Issuer and the pledge of the 20  -   Exchange Note by the Issuer to the Indenture Trustee under the Indenture.

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ARTICLE III
20  -   REFERENCE POOL

Section 3.1.20  -   Reference Pool.

(a)Leases and Leased Vehicles.  The parties allocate the Leases and Leased Vehicles listed on Schedule A to a Reference Pool designated as the “20  -   Reference Pool”.  References in this Supplement or in any other Transaction Document to “Leases” and “Leased Vehicles” will be to the Leases and Leased Vehicles, respectively, then allocated to the 20  -   Reference Pool, unless the context otherwise requires.

(b)Security Interest.  Each Borrower confirms its Grant under the Credit and Security Agreement of a security interest in the Borrower Collateral, including the 20  -   Reference Pool, to the Collateral Agent, for the benefit of the Secured Parties.

(c)Source for Payment; Limited Recourse.  The 20  -   Exchange Note will be payable solely from Collections on the Leases and Leased Vehicles allocated to the 20  -   Reference Pool, the proceeds of the other Borrower Collateral and any Shared Amounts allocated to the 20  -   Exchange Note under Section 5.1, in each case, according to the priorities in Section 5.1.  For purposes of determining the Collections that are for the 20  -   Reference Pool, the Leases and Leased Vehicles will be deemed to have been allocated to the 20  -   Reference Pool from and after the related Cutoff Date.  Recourse for the 20  -   Exchange Noteholder will be limited to the 20  -   Reference Pool.

(d)Single Allocation.  Leases and Leased Vehicles allocated to the 20  -   Reference Pool will not be in the Revolving Facility Pool or allocated to any other Reference Pool (other than after an Administrative Reallocation of a Lease and the related Leased Vehicle).  No Leases or Leased Vehicles in the Revolving Facility Pool or allocated to any other Reference Pool after the Cutoff Date will be in the 20  -   Reference Pool.

(e)Reallocation on Payment in Full or Cancellation.  On repayment in full of the 20  -   Exchange Note or cancellation of the 20  -   Exchange Note at the direction of the Servicer under Section 6.1(b) of the Servicing Supplement, the 20  -   Reference Pool will terminate and the Leases and Leased Vehicles allocated to the 20  -   Reference Pool at that time will be reallocated to the Revolving Facility Pool.

ARTICLE IV
EXCHANGE NOTE EVENTS OF DEFAULT AND REMEDIES

Section 4.1.20  -   Exchange Note Events of Default.  The Exchange Note Events of Default applicable to the 20  -   Exchange Note are stated in Section 6.4(a) of the Credit and Security Agreement.  [There are no additional Exchange Note Events of Default for the 20  -   Exchange Note.]

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Section 4.2.Exchange Note Remedies.

(a)Remedies on Acceleration.  If an Exchange Note Event of Default has occurred and the 20  -   Exchange Note has been accelerated, the 20  -   Exchange Noteholder may take the actions stated in Section 6.6(a) of the Credit and Security Agreement.

(b)Bids on Borrower Collateral.  A Secured Party may submit a bid in any liquidation or sale of the Borrower Collateral allocated to the 20  -   Reference Pool under Section 6.6(a)(iii) of the Credit and Security Agreement.

ARTICLE V
APPLICATION OF COLLECTIONS ON 20  -   REFERENCE POOL

Section 5.1.Distributions from Exchange Note Collection Account.

(a)Distributions on Payment Dates.  Subject to Section 5.1(c), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Exchange Note Collection Account and make deposits and payments, to the extent of (a) Exchange Note Available Funds for the Payment Date and (b) if the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default, any proceeds from any sale or liquidation of the 20  -   Exchange Note during the related Collection Period, and together with any Shared Amounts allocated to the 20  -   Exchange Note for the Payment Date, in the following order of priority:

(i)first, to the Servicer, unpaid Reference Pool Servicing Fees [and any unpaid Advance Reimbursement Amount] for the related Collection Period;

(ii)second, to the 20  -   Exchange Noteholder, the Exchange Note Interest Payment Amount;

(iii)third, to the 20  -   Exchange Noteholder, the amount required to cover any shortfall in payment under Sections 8.2(b)(i) through (vii) of the Indenture on the Payment Date, unless the Payment Date is after the Collection Period during which the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default;

(iv)fourth, to the Reserve Account, any amount required for the amount on deposit in the Reserve Account to equal the Required Reserve Amount, unless the Payment Date is on or after the Final Scheduled Payment Date or after the Collection Period during which the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default;

(v)fifth, to the 20  -   Exchange Noteholder, (A) on a Payment Date other than an Exchange Note Redemption Date or a Payment Date after the Collection Period during which the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default, an amount equal to the Exchange Note Principal Payment Amount less payments of principal made in Section 5.1(a)(iii), until the Exchange Note Balance has been reduced to zero, (B) on the Exchange Note Redemption Date, an amount equal to the Exchange Note Balance or (C) on a Payment Date after the Collection Period during which the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default, to reduce the Exchange Note Principal Balance to zero;

(vi)sixth, if the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default in a prior Collection Period, to the 20  -   Exchange Noteholder, to cover any shortfall in payment under Sections 8.2(d)(i) through (xi) of the Indenture on the Payment Date;

(vii)seventh, to be applied as Shared Amounts on any other Exchange Note for which an Exchange Note Event of Default described in Sections 6.4(a)(i) or (ii) of the Credit and Security Agreement has occurred and is continuing (and, if there is more than one Exchange Note in default, the amounts applied under this clause (vii) will be allocated as Shared Amounts among all Exchange Notes in default pro rata based on their respective Exchange Note Balances); and

(viii)eighth, all remaining amounts, to be distributed to the Servicer for application as Revolving Facility Pool Additional Amounts in the priority stated in Section 7.2 of the Credit and Security Agreement.

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(b)Payments to 20  -   Exchange Noteholder.  All amounts payable to the 20  -   Exchange Noteholder under this Section 5.1 will be deposited by the Indenture Trustee in the Collection Account.

(c)Distributions Following Acceleration.  If the 20  -   Exchange Note is accelerated due to an Exchange Note Event of Default, all funds available for distribution under Section 5.1(a) will be applied, first, to the Collateral Agent and, second, to the Administrative Agent, in each case, to the extent of any amounts due under Section 8.6 of the Credit and Security Agreement relating to the 20  -   Exchange Note or the 20  -   Reference Pool, if those amounts have not been paid by the Borrowers.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Annual Certificate of Compliance.  Each Borrower will deliver to the Administrative Agent within 90 days after the end of each year, starting in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Borrower, stating that (a) a review of the Borrower’s activities during the prior year and of its performance under this

6

Supplement and the Credit and Security Agreement relating to the 20  -   Exchange Note has been made under the Responsible Person’s supervision and (b) to the Responsible Person’s knowledge, based on the review, the Borrower has fulfilled in all material respects its obligations under this Supplement and the Credit and Security Agreement relating to the 20  -   Exchange Note throughout the prior year or, if there has been a failure to fulfill any obligation in any material respect, stating each failure known to the Responsible Person and the nature and status of the failure.  A copy of the Officer’s Certificate may be obtained by any Exchange Noteholder by a request to the Administrative Agent at its Corporate Trust Office.  The Borrowers’ obligation to deliver an Officer’s Certificate under this Section 6.1 will terminate on the payment in full of the Exchange Note.

Section 6.2.No Petition.  Each party and the 20  -   Exchange Noteholder, by accepting the 20  -   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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will survive the termination of this Supplement.

Section 6.3.Tax Information.  Starting in the year after the Closing Date, the Indenture Trustee will deliver or cause to be delivered to each Person who at any time during the prior calendar year was an Exchange Noteholder of record, a statement containing the information required to be given to a noteholder by an issuer of indebtedness, in the form and at the time required under the Code.

Section 6.4.Conflict with Credit and Security Agreement.  If there is a conflict between this Supplement and the Credit and Security Agreement, this Supplement will govern for the 20  -   Exchange Note only.

ARTICLE VII
MISCELLANEOUS

Section 7.1.Amendments.  This Supplement may be amended according to Section 10.1 of the Credit and Security Agreement.  Promptly on the execution of an amendment to this Supplement or the Credit and Security Agreement, (a) the Servicer will deliver a copy of the amendment to the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies and (b) the Indenture Trustee will notify each Noteholder of the substance of the amendment.

Section 7.2.Benefit of this Supplement.  This Supplement is for the benefit of and will be binding on the parties to this Supplement and their permitted successors and assigns.  The 20  -   Exchange Noteholder, the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Supplement and may enforce this Supplement against the Borrowers.  No other Person will have any right or obligation under this Supplement.

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Section 7.3.GOVERNING LAW.  THIS SUPPLEMENT 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 SUPPLEMENT.

Section 7.4.Severability.  If a part of this Supplement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Supplement and will in no way affect the validity, legality or enforceability of the remaining Supplement.

Section 7.5.Headings.  The headings in this Supplement are included for convenience and will not affect the meaning or interpretation of this Supplement.

Section 7.6.Counterparts.  This Supplement 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
By:
	Name:
	Title:
CAB WEST LLC,
as a Borrower
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Lender and as Servicer
By:
	Name:
	Title:

[Signature Page to Exchange Note Supplement]

		U.S. BANK NATIONAL ASSOCIATION,
		not in its individual capacity but solely as Administrative Agent
		By:
			Name:
			Title:
		HTD LEASING LLC,
		as Collateral Agent
		By:
			Name:
			Title:
AGREED AND ACCEPTED BY:
,
not in its individual capacity,
but solely as Indenture Trustee
By:
	Name:
	Title:

[Signature Page to Exchange Note Supplement]

Schedule A

Leases and Leased Vehicles in 20  -   Reference Pool

(On File with Collateral Agent)

SA-1

Appendix 1 to
Exchange Note Supplement

Usage and Definitions

(20  -  )

Usage

The following usage rules apply to this Appendix, any 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 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.

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(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 actual knowledge of the event or occurrence or (ii) the Person has received notice of the event or occurrence according to any Transaction Document.

Definitions

“20  -   Collections” means, for the Leases and Leased Vehicles allocated to the 20  -   Reference Pool and a Collection Period, the sum of the following amounts for the Collection Period, without duplication:

(a)Active Lease Proceeds; minus

(b)Payaheads; plus

(c)Payahead Draws; plus

(d)[Active Lease Advances; minus]

(e)[Advance Reimbursement Amounts (to the extent retained by the Servicer under Section 4.4(b) of the Servicing Supplement); plus]

(f)Terminating Lease Proceeds; plus

(g)Closed Lease Proceeds; plus

(h)Payment Extension Fees.

“20  -   Exchange Note” means the note, substantially in the form of Exhibit A to the Credit and Security Agreement, executed and authenticated according to the Credit and Security Agreement and the Exchange Note Supplement.

“20  -   Exchange Noteholder” means the Issuer, as endorsee of the 20  -   Exchange Note.

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“20  -   Reference Pool” has the meaning stated in Section 3.1(a) of the Exchange Note Supplement.

“Account Control Agreement” means the Account Control Agreement, dated as of          , 20  , among the Issuer, as grantor, the Indenture Trustee, as secured party, and                , in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“Accrued Note Interest” means, for a Class of Notes and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall.

“Act of Noteholders” has the meaning stated in Section 11.5 of the Indenture.

“Active Lease” means a Lease before the Collection Period that includes its Termination Date.

[“Active Lease Advance” means, for an Active Lease other than an Advance Payment Plan Lease and a Collection Period, an advance by the Servicer in an amount (not less than zero) equal to (a) the Base Payment minus (b) the sum of (i) Active Lease Proceeds, plus (ii) the Payahead Draw.]

“Active Lease Proceeds” means, for an Active Lease and a Collection Period, an amount equal to:

(a)amounts applied on the Active Lease; minus

(b)local fees and taxes; minus

(c)Lease Administration Amounts; minus

(d)the sum of (i) amounts paid by the Servicer that are charged to the account of the related Lessee (including collection expenses), plus (ii) amounts paid to third parties for the repossession, transportation, reconditioning and disposition of the related Leased Vehicle, plus (iii) amounts refunded to the Lessee.

“Administration Agreement” means the Administration Agreement, dated as of          , 20  , between Ford Credit, as Administrator, and the Issuer.

“Administration Fee” means, for a Payment Date, an amount equal to the sum of (a) the product of (i) one-twelfth of 0.01%, times (ii) the Note Balance determined as of the end of the prior Collection Period (or the Cutoff Date for the first Payment Date), plus (b) the part of the Administration Fee for the prior Payment Date that was not paid on the Payment Date.

“Administrative Reallocation” means the reallocation of a Lease and Leased Vehicle by (a) the Sponsor under Section 3.4 of the Exchange Note Purchase Agreement, (b) the Depositor under

AA-3

Section 3.3 of the Exchange Note Sale Agreement or (c) the Servicer under Section 3.3 of the Servicing Supplement.

“Administrative Reallocation Amount” means, for an Administrative Reallocation and a Payment Date, an amount for the related Lease and Leased Vehicle equal to the sum of the following amounts and determined as of the last day of the Collection Period before the Collection Period related to the Payment Date:

(a)the Securitization Value; [plus

(b)the Advance Balance;] minus

(c)the Payahead Balance; minus

(d)the sum of any Terminating Lease Proceeds and Closed Lease Proceeds.

“Administrator” means Ford Credit, in its capacity as administrator under the Administration Agreement.

“ADR Organization” means [The American Arbitration Association] or, if [The American Arbitration Association] no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Sponsor.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

[“Advance Balance” means, for a Lease:

(a)as of the Cutoff Date, the Cutoff Date Delinquency Amount; and

(b)for a Collection Period, the sum of:

(i)the Advance Balance for the prior Collection Period (or, for the first Collection Period, as of the Cutoff Date); plus

(ii)any Active Lease Advance for the Collection Period; minus

(iii)any Advance Reimbursement Amount for the Collection Period.]

[“Advance Reimbursement Amount” has the meaning stated in Section 4.4(b) of the Servicing Supplement.]

“ALG MTM Residual Value” means, for a Lease, the expected value of the related Leased Vehicle at the related Scheduled Lease End Date, as forecasted by Automotive Lease Guide after the beginning of the Lease.

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“ALG Residual Value” means, for a Lease, the expected value of the related Leased Vehicle at the related Scheduled Lease End Date, calculated using the residual factors supplied by Automotive Lease Guide in effect as of the date the related Lease was originated.

“Applicable Tax State” means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of the Cutoff Date, among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means           , a            .

“Authenticating Agent” has the meaning stated in Section 2.14(a) of the Indenture.

“Available Funds” means, for a Payment Date, the amounts received for the Payment Date by the Exchange Noteholder under Section 5.1 of the Exchange Note Supplement (including the Exchange Note Purchase Price).

“Bank Accounts” means the Exchange Note Collection Account, the Collection Account and the Reserve Account.

“Base Residual Value” means, for a Lease, the lower of (a) the Contract Residual Value of the Lease and (b)(i) the ALG Residual Value of the related Leased Vehicle or (ii) if the Servicer does not have an ALG Residual Value, the oldest ALG MTM Residual Value that the Servicer has for the related Leased Vehicle.

“Book-Entry Note” means a beneficial interest in a Note issued in book-entry form under Section 2.12 of the Indenture.

[“Calculation Agent” has the meaning stated in Section 3.19 of the Indenture.]

“Certificate of Trust” means the Certificate of Trust of Ford Credit Auto Lease Trust 20  -  .

“Class” means the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes or the Class C Notes, as applicable.

“Class A Notes” means the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Notes” means the $[      ] Class A-1 Notes issued by the Issuer.

[“Class A-2 Notes” means the Class A-2a Notes and the Class A-2b Notes, collectively.]

[“Class A-2[a] Notes” means the $[      ] Class A-2[a] Notes issued by the Issuer.]

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[“Class A-2b Notes” means the $[      ] Class A-2b Notes issued by the Issuer.]

“Class A-3 Notes” means the $[      ] Class A-3 Notes issued by the Issuer.

“Class A-4 Notes” means the $[      ] Class A-4 Notes issued by the Issuer.

“Class B Notes” means the $[      ] Class B Notes issued by the Issuer.

“Class C Notes” means the $[      ] Class C Notes issued by the Issuer.

“Clearing Agency” means an organization registered as a “clearing agency” under Section 17A of the Exchange Act.

“Closed Date” means, for a Lease, the earliest of the date:

(a)on which the Lease is marked as paid in full (meaning that the related Lessee owes no further amounts) or closed in the Servicer’s receivables system (including where the Lease is charged off by the Servicer); and

(b)that is the first day of the sixth month after the month that includes its Termination Date.

“Closed Lease” means a Lease after the Collection Period that includes its Closed Date.

“Closed Lease Proceeds” means, for a Closed Lease and a Collection Period, an amount equal to:

(a)amounts applied on the Closed Lease; minus

(b)local fees and taxes; minus

(c)Lease Administration Amounts; minus

(d)the sum of (i) amounts paid by the Servicer that are charged to the account of the related Lessee (including collection expenses), plus (ii) amounts paid to third parties for the repossession, transportation, reconditioning and disposition of the related Leased Vehicle, plus (iii) amounts refunded to the Lessee.

“Closing Date” means          , 20  .

“Collateral” means (a) the Trust Property, (b) all present and future claims, demands, causes of action and choses in action relating to the property described above and (c) all payments on or under and all proceeds of the property described above.

“Collection Account” means the account established under Section 4.1(a) of the Servicing Supplement.

“Collection Period” means each month, starting with the Cutoff Date.  For a Payment Date, the related Collection Period means the Collection Period before the Payment Date.

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“Controlling Class” means (a) the Outstanding Class A Notes, (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes and (c) if no Class B Notes are Outstanding, the Outstanding Class C Notes.

“Corporate Trust Office” means,

(a)for the Owner Trustee:

[address]

or at another address in the State of Delaware that the Owner Trustee may notify the Indenture Trustee, the Administrator and the Depositor, and

(b)for the Indenture Trustee:

[address]

or at another address that the Indenture Trustee may notify the Owner Trustee and the Administrator.

“Cutoff Date” has the meaning stated in Section 2.2(a)(v) of the Exchange Note Supplement.

“Cutoff Date Delinquency Amount” means, for a Lease other than an Advance Payment Plan Lease, the portion of the Base Payment that is due on or before the Cutoff Date and that has not been applied on the Lease on or before the Cutoff Date.

“Cutoff Date Payahead Amount” means, for a Lease other than an Advance Payment Plan Lease, an amount (not less than zero) equal to the aggregate Base Payments applied on the Lease minus the aggregate Base Payments, in each case, on or before the Cutoff Date.

“Default” means an event that with notice or the passage of time or both would become an Event of Default.

“Definitive Notes” has the meaning stated in Section 2.13 of the Indenture.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code.

“Delinquency Trigger” means, for any Collection Period, that the aggregate Securitization Value of Leases in the 20  -   Reference Pool that are 60 or more days Delinquent as a percentage of the aggregate Securitization Value of the Leases in the 20  -   Reference Pool as of the last day of the Collection Period exceeds   % for the first 12 Collection Periods,   % for the next 12 Collection Periods and   % for the remaining Collection Periods that the Notes are Outstanding.

“Delinquent” means a Lease on which more than $49.99 of a Base Payment required to be paid by the Lessee is past due.

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“Depositor” means Ford Credit Auto Lease Two LLC, a Delaware limited liability company.

“Depository Agreement” means the letter of representations for the Notes, dated          , 20  , by the Issuer for the benefit of The Depository Trust Company.

“Event of Default” has the meaning stated in Section 5.1(a) of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Note Available Funds” means, for a Payment Date, an amount equal to the sum of the following amounts for the Payment Date:

(a)the 20  -   Collections;

(b)any Administrative Reallocation Amounts;

(c)the Exchange Note Purchase Price, if any; and

(d)the Reserve Account Draw Amount, if any.

“Exchange Note Balance” means the Exchange Note Initial Principal Balance, as reduced by amounts distributed on the 20  -   Exchange Note under Section 5.1 of the Exchange Note Supplement applied to principal.

“Exchange Note Collection Account” means the account established under Section 4.1(a) of the Servicing Supplement.

“Exchange Note Final Scheduled Payment Date” has the meaning stated in Section 2.2(a)(viii) of the Exchange Note Supplement.

“Exchange Note Initial Principal Balance” has the meaning stated in Section 2.2(a)(iii) of the Exchange Note Supplement.

“Exchange Note Interest Payment Amount” means, for a Payment Date, the sum of the Exchange Note Monthly Interest and the Exchange Note Interest Shortfall.

“Exchange Note Interest Period” means, for a Payment Date, from the prior Payment Date to the Payment Date (or from the Exchange Note Issuance Date to       , 20   for the first Payment Date).

“Exchange Note Interest Rate” has the meaning stated in Section 2.2(a)(vi) of the Exchange Note Supplement.

“Exchange Note Interest Shortfall” means, for a Payment Date, an amount equal to the excess of the Exchange Note Interest Payment Amount for the prior Payment Date over the amount of interest that was paid to the 20  -   Exchange Noteholder on the prior Payment Date, together with interest on that excess amount, if lawful, at the Exchange Note Interest Rate for the related Exchange Note Interest Period.

“Exchange Note Issuance Date” has the meaning stated in Section 2.2(a)(i) of the Exchange Note Supplement.

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“Exchange Note Monthly Interest” means, for a Payment Date, the aggregate amount of interest accrued on the Exchange Note Balance of the 20  -   Exchange Note at the Exchange Note Interest Rate for the related Exchange Note Interest Period.

“Exchange Note Principal Payment Amount” means, for a Payment Date, the lesser of (a) an amount equal to the excess of (i) the aggregate Note Balance of the Notes (or, if the Issuer is no longer the 20  -   Exchange Noteholder, as endorsee, the Exchange Note Balance) as of the prior Payment Date (or, for the first Payment Date, as of the Closing Date) over (ii)(A) the Pool Balance as of the end of the related Collection Period minus (B) the Targeted Overcollateralization Amount and (b) the Exchange Note Balance.

“Exchange Note Purchase Agreement” means the Exchange Note Purchase Agreement, dated as of          , 20  , between Ford Credit, as seller, and the Depositor, as purchaser.

“Exchange Note Purchase Date” means the Payment Date on which the Exchange Note Purchase Price is paid.

“Exchange Note Purchase Price” means, for an Exchange Note Purchase Date, an amount equal to the sum of:

(a)the sum of:

(i)the Exchange Note Balance as of the Exchange Note Purchase Date (without giving effect to payments of principal to be made on that date); plus

(ii)the Exchange Note Interest Payment Amount payable on the Exchange Note Purchase Date; minus

(b)the amount in the Exchange Note Collection Account for the related Collection Period minus any net investment earnings.

“Exchange Note Redemption Date” means the Payment Date stated by the Servicer for the purchase of the 20  -CLF Exchange Note under Section 5.1 of the Servicing Supplement.

“Exchange Note Sale Agreement” means the Exchange Note Sale Agreement, dated as of          , 20  , between the Depositor, as seller, and the Issuer, as purchaser.

“Exchange Note Supplement” means the 20  -   Exchange Note Supplement, dated as of the Closing Date, to the Credit and Security Agreement.

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“Final Scheduled Payment Date” means, for each Class of Notes, the Payment Date stated below:

Class	Final Scheduled Payment Date
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes

“First Priority Principal Payment” means, for a Payment Date, the greater of:

(a)an amount (not less than zero) equal to the Note Balance of the Class A Notes as of the prior Payment Date (or, for the first Payment Date, the Closing Date) minus the total Securitization Value as of the end of the related Collection Period; and

(b)on and after the Final Scheduled Payment Date for the Class A Notes, the Note Balance of the Class A Notes.

[“Fitch” means Fitch Ratings, Inc.]

[“Floating Rate Notes” means the Class A-2b Notes.]

“Indemnified Person” has the meaning stated in Section 6.7(c) of the Indenture, Section 5.2(a) of the Servicing Supplement and Section 7.2(a) of the Trust Agreement, in each case, as used in such document.

“Indenture” means the Indenture, dated as of          , 20  , between the Issuer and the Indenture Trustee.

“Indenture Trustee” means                , a                , not in its individual capacity but solely as Indenture Trustee under the Indenture.

“Independent” means that the relevant Person (a) is independent of the Issuer, the Depositor and their Affiliates, (b) does not have a direct financial interest or a material indirect financial interest in the Issuer, the Depositor or their Affiliates and (c) is not an officer, employee, underwriter, trustee, partner, director or person performing similar functions of or for the Issuer, the Depositor or their Affiliates.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under Section 11.4 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee, and stating that the signer has read the definition of “Independent” and that the signer is Independent.

“Initial Pool Balance” means $            , which is the aggregate Securitization Value of the Leases as of the Cutoff Date.

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“Interest Period” means, for a Payment Date, (a) for the Class A-1 Notes [and the Class A-2b Notes], from the prior Payment Date to the Payment Date (or from the Closing Date to          , 20  , for the first Payment Date) and (b) for each other Class of Notes, from the 15th day of the month before the Payment Date to the 15th day of the month in which the Payment Date occurs (or from the Closing Date to          , 20   for the first Payment Date).

“Investor Rate” means     %.

“Issuer” means Ford Credit Auto Lease Trust 20  -  , a Delaware statutory trust.

“Issuer Order” and “Issuer Request” have the meanings stated in Section 11.4(a) of the Indenture.

“Lease” means, for the 20  -   Reference Pool, a Lease identified as a “20  -   Lease” in the Schedule of Leases and allocated to the 20  -   Reference Pool, excluding each Lease (a) for which the Administrative Reallocation Amount has been paid by the Sponsor, the Depositor or the Servicer or (b) that was a charged-off Lease sold under Section 3.3(g) of the Servicing Agreement during a prior Collection Period.

“Lease Administration Amounts” means, for a Lease and a Collection Period, administrative amounts and charges due from the related Lessee in the Collection Period, including:

(a)late fees, returned check fees and other administrative fees or similar charges allowed by applicable law; and

(b)amounts to reimburse the Servicer for payment of the related Lessee’s parking tickets, other fines imposed by governmental authorities and other amounts required to be paid by the Lessee that are paid by the Servicer;

but excluding, Payment Extension Fees, Excess Wear and Use, Excess Mileage and amounts required to be paid by the related Lessee on an early termination of the Lease.

[“LIBOR” means, for an Interest Period, the following rate, as determined by the Calculation Agent:

(a)the rate for U.S. dollar deposits for a period of one month which appears on the Reuters Screen LIBOR01 Page (or its replacement page) as of 11:00 a.m., London time, on the LIBOR Determination Date; and

(b)if the rate does not appear on the Reuters Screen LIBOR01 Page, the rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the LIBOR Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month starting on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000.  The Calculation Agent will request the principal London office of each of the LIBOR Reference Banks to quote its rate. If

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at least two quotes are provided, the rate will be the arithmetic mean of the quotations.  If fewer than two quotes are provided, the rate will be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date for loans in U.S. Dollars to leading European banks for a period of one month starting on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000.  However, if the banks selected by the Calculation Agent are not quoting rates as mentioned in this sentence, LIBOR for the Interest Period will be the same as LIBOR for the prior Interest Period.  All percentages resulting from any determination of LIBOR will be rounded to the nearest 1/100,000 of 1% (0.000001), with five one-millionths of a percentage point rounded upward.]

[“LIBOR Determination Date” means, for an Interest Period, the date that is two London Banking Days before the first day of the Interest Period.]

[“LIBOR Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.]

[“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.]

“Monthly Deposit Required Ratings” has the meaning stated in Section 4.3(b) of the Servicing Supplement.

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

“Note Balance” means, for a Note or Class of Notes, the initial aggregate principal amount of the Note or Class of Notes minus amounts distributed on the Note or Class of Notes that is applied to principal.

“Note Interest Rate” means, for each Class of Notes, the interest rate per annum specified below:

Class	Note Interest Rate
Class A-1 Notes	%
Class A-2[a] Notes	%
[Class A-2b Notes	LIBOR +    %]
Class A-3 Notes	%
Class A-4 Notes	%
Class B Notes	%
Class C Notes	%

“Note Interest Shortfall” means, for a Class of Notes and a Payment Date, an amount equal to the excess of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of the Class on the prior Payment Date, together with

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interest on that excess amount, if lawful, at the Note Interest Rate for the Class for the related Interest Period.

“Note Monthly Interest” means, for a Class of Notes and a Payment Date, the aggregate amount of interest accrued on the Note Balance of that Class at the Note Interest Rate for the Class for the related Interest Period.

“Note Owner” means, for a Book-Entry Note, the Person who is the beneficial owner of a Book-Entry Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with the Clearing Agency (as a direct participant or as an indirect participant, under the rules of the Clearing Agency).

“Note Paying Agent” means the Indenture Trustee and any other Person appointed as Note Paying Agent under Section 2.15 of the Indenture.

“Note Pool Factor” means, for a Class of Notes and a Payment Date, a seven-digit decimal figure equal to the Note Balance of the Class after giving effect to payments of principal of the Class on the Payment Date divided by the initial Note Balance of the Class.

“Note Redemption Price” means, for the Redemption Date, an amount equal to the sum of:

(a)the Note Balance as of the Redemption Date; plus

(b)the Accrued Note Interest payable on the Redemption Date.

“Note Register” and “Note Registrar” have the meanings stated in Section 2.4(a) of the Indenture.

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

“Notes” means the Class A-1 Notes, the Class A-2[a] Notes[, the Class A-2b Notes], the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, collectively.

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

“Opinion of Counsel” means a written opinion of counsel, which counsel is reasonably acceptable to the Indenture Trustee and the Owner Trustee.

“Other Assets” means any assets (other than the Trust Property) sold, assigned or conveyed or intended to be sold, assigned or conveyed by the Depositor to any Person other than the Issuer, whether by way of a sale, capital contribution, pledge or otherwise.

“Other Borrower Assets” has the meaning stated in Section 11.2(a) of the Indenture.

“Other Borrower Liabilities” has the meaning stated in Section 11.2(a) of the Indenture.

“Outstanding” means, for the Notes as of any date, all Notes authenticated and delivered under the Indenture on or before that date except (a) Notes that have been cancelled by the Note

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Registrar or delivered to the Note Registrar for cancellation, (b) Notes to the extent the amount necessary to pay the Notes has been deposited with the Indenture Trustee or Note Paying Agent in trust for the Noteholders and, if those Notes are to be redeemed, notice of the redemption has been given under the Indenture and (c) Notes in exchange for or in place of which other Notes have been authenticated and delivered under the Indenture unless proof satisfactory to the Indenture Trustee is presented that the Notes are held by a bona fide purchaser.  In determining whether Noteholders of the required Note Balance have made or given a request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be considered not to be Outstanding.  However, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be considered to be Outstanding if (A) no other Notes remain Outstanding or (B) the Notes have been pledged in good faith and the pledgee establishes to the reasonable satisfaction of the Indenture Trustee the pledgee’s right to act for the Notes and that the pledgee is not the Issuer, the Depositor, the Servicer or their Affiliates.

“Owner Trustee” means              , a                 , not in its individual capacity but solely as Owner Trustee under the Trust Agreement.

“Payahead” means, for an Active Lease and a Collection Period, an amount (not less than zero) equal to (i) the Active Lease Proceeds for the Collection Period, minus (ii) the sum of [(A)] the Base Payment for the Collection Period (or, for an Advance Payment Plan Lease, zero) [plus (B) the Advance Balance for the prior Collection Period].

“Payahead Balance” means, for a Lease:

(a)as of the Cutoff Date, the Cutoff Date Payahead Amount; and

(b)for a Collection Period, the sum of:

(i)the Payahead Balance for the prior Collection Period (or, for the first Collection Period, as of the Cutoff Date); plus

(ii)the Payahead for the Collection Period; minus

(iii)the Payahead Draw for the Collection Period.

“Payahead Draw” means, for a Lease and a Collection Period, an amount equal to:

(a)for a Collection Period before the Collection Period that includes its Termination Date, the lesser of:

(i)an amount (not less than zero) equal to the Base Payment (or, for an Advance Payment Plan Lease, zero), minus the Active Lease Proceeds; and

(ii)the Payahead Balance for the Lease for the prior Collection Period (or, for the first Collection Period, as of the Cutoff Date); and

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(b)for a Collection Period that includes its Termination Date or in which its Administrative Reallocation occurs, the Payahead Balance for the Lease for the prior Collection Period (or, for the first Collection Period, as of the Cutoff Date).

“Payment Date” means the 15th day of a month, or, if not a Business Day, the next Business Day, starting in the first full month after the Closing Date.  For a Collection Period, the related Payment Date means the Payment Date following the end of the Collection Period.

“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:

(a)direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States;

(b)demand deposits, time deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities and (iii) that at the time the investment or contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than the depository institution or trust company) of the depository institution or trust company have the Required Rating;

(c)commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating;

(d)investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of [Fitch, if rated by Fitch, Moody’s and by S&P] (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor);

(e)repurchase obligations for any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; and

(f)any other investment that is acceptable to each Rating Agency.

“Permitted Lien” means a tax, mechanics’ or other Lien that attaches by operation of law, or any security interest of the Depositor in the Purchased Property under the Exchange Note Purchase Agreement, the Issuer in the Sold Property under the Exchange Note Sale Agreement or the Indenture Trustee in the Collateral under the Indenture.

“Pool Balance” means, for the 20  -   Reference Pool as of any date, the sum of the Securitization Values of the Leases.

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

“Purchased Property” means (a) the 20  -   Exchange Note, (b) all amounts paid or due on the 20  -   Exchange Note on or after the Cutoff Date, (c) Ford Credit’s rights under the Transaction Documents related to the 20  -   Exchange Note, (d) all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (e) all payments on or under and all proceeds of the property described above.

[“QIB” has the meaning stated in Section 2.6 of the Indenture.]

“Qualified Institution” means (a) a bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or State banking authorities, (ii) has a short-term deposit rating of [“F1+” from Fitch,] [“P-1” from Moody’s] and [“A-1+” from Standard & Poor’s, (iii) if the institution holds any Bank Accounts other than as segregated trust accounts and the deposits are to be held in the accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of at least [“A” from Fitch (if rated by Fitch)] [“AA” from Standard & Poor’s], and (iv) if the institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation, or (b) the corporate trust department of any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (x) is authorized under those laws to act as a trustee or in any other fiduciary capacity, and (y) has a long-term deposit rating of at least [“A” from Fitch (if rated by Fitch)] [“Baa3” or better from Moody’s].

“Rating Agency” means                and                  .

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee in writing that the proposed action or request will not result in a downgrade or withdrawal of its then current rating on any of the Notes; or

(b)the Issuer has given ten Business Days’ prior notice to the Rating Agency and the Rating Agency has not notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the Notes.

“Reallocation Request” has the meaning stated in Section 3.4(a) of the Exchange Note Sale Agreement.

“Record Date” means, for a Payment Date and a Book-Entry Note, the close of business on the day before the Payment Date and, for a Payment Date and a Definitive Note, the last day of the month before the month in which the Payment Date occurs.

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“Recoveries” means, for a Terminating Lease or Closed Lease and a Collection Period, an amount equal to:

(a)amounts applied on the Lease after the date the Lease is marked as closed in the Servicer’s receivables system (including where the Lease is charged off by the Servicer); minus

(b)local fees and taxes; minus

(c)Lease Administration Amounts; minus

(d)the sum of (i) amounts paid by the Servicer that are charged to the account of the related Lessee (including collection expenses), plus (ii) amounts paid to third parties for the repossession, transportation, reconditioning and disposition of the related Leased Vehicle, plus (iii) amounts refunded to the related Lessee.

“Redemption Date” means the Payment Date on which the Note Redemption Price is paid.

“Reference Pool Servicing Fee” has the meaning stated in Section 3.10(a)(i) of the Servicing Supplement.

“Registered Noteholder” means the Person in whose name a Note is registered on the Note Register on the Record Date.

“Regular Principal Payment” means:

(a)for a Payment Date that is not the Redemption Date, the greater of:

(i)an amount (not less than zero) equal to:

(A)(1) the aggregate Note Balance of the Notes as of the prior Payment Date (or, for the first Payment Date, the Closing Date) minus (2) the total Securitization Value as of the end of the related Collection Period minus the Targeted Overcollateralization Amount; minus

(B)the sum of the First Priority Principal Payment and the Second Priority Principal Payment; and

(ii)on and after the Final Scheduled Payment Date of the Class C Notes, the Note Balance of the Class C Notes; and

(b)for the Redemption Date, the Note Redemption Price.

“Regulation AB” means Regulation AB under the Securities Act.

“Requesting Party” has the meaning specified in Section 3.4(a) of the Exchange Note Sale Agreement.

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“Required Rating” means, for short-term unsecured debt obligations, a rating of [(a) “P-1” from Moody’s], [(b) “A-1+” from Standard & Poor’s] and [(c) “F1+” from Fitch.]

“Required Reserve Amount” means, $         , which is    % of the Initial Pool Balance.

“Reserve Account” means the account established under Section 4.1(a) of the Servicing Supplement.

“Reserve Account Draw Amount” means, for a Payment Date, the lesser of:

(a)an amount (not less than zero) equal to (i) the sum of the payments required to be made on the Payment Date under Sections 5.1(a) through (c) of the Exchange Note Supplement (taking into account for purposes of Section 5.1(a)(iii) of the Exchange Note Supplement the payments required to be made on the Payment Date under Sections 8.2(b)(i) through (vii) of the Indenture), minus (ii) the 20  -   Collections for the Payment Date, minus (iii) any Shared Amounts allocated to the 20  -   Exchange Note for the Payment Date; and

(b)the amount in the Reserve Account minus any net investment earnings.

“Residual Interest” means a beneficial ownership interest in the Issuer, as recorded on the Trust Register.

“Responsible Person” means:

(a)for the Depositor, an “Authorized Officer”, as stated in Section 4.18(a) of the Limited Liability Company Agreement;

(b)for the Administrator, a “Responsible Person” designated under Section 3.6 of the Administration Agreement;

(c)for the Issuer, an officer in the Corporate Trust Office of the Owner Trustee, 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 and, for a particular matter, any officer to whom the matter is referred because of the officer’s knowledge of and familiarity with the particular subject and, if the Administration Agreement is in effect, a Responsible Person of the Administrator;

(d)for the Servicer, a “Responsible Person” designated under Section 3.10 of the Servicing Supplement; and

(e)for the Indenture Trustee or the Owner Trustee, an officer in the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as applicable, including each vice president, assistant vice president, secretary, assistant secretary or other officer customarily performing functions similar to those performed by those officers listed above, having direct responsibility for the administration of the Transaction

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Documents and, for a particular matter, any officer to whom the matter is referred because of the officer’s knowledge of and familiarity with the particular subject.

[“Reuters Screen LIBOR 01 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).]

“Review” has the meaning stated in the Asset Representations Review Agreement.

“Review Demand Date” means, for a Review, the date following the occurrence of the Delinquency Trigger on which the Indenture Trustee determines that the required percentage of Noteholders has voted to direct a Review under Section 7.2 of the Indenture.

“Review Lease” means, for a Review, the Leases more than 60 days Delinquent as of the last day of the Collection Period before the Review Demand Date stated in the Review Notice.

“Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer that a Review Demand Date has occurred.

“Review Report” has the meaning stated in the Asset Representations Review Agreement.

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

[“Rule 144A Information” has the meaning stated in Section 2.6(e) of the Indenture.]

[“Rule 144A Note Transfer” has the meaning stated in Section 2.6(b) of the Indenture.]

[“Rule 144A Notes” means the Class    and Class    Notes].

“Schedule of Leases” means the schedule or file identifying the Leases attached as Schedule A to the Exchange Note Supplement.

“Second Priority Principal Payment” means, for a Payment Date, the greater of:

(a)an amount (not less than zero) equal to the Note Balance of the Class A Notes and the Class B Notes as of the prior Payment Date (or, for the first Payment Date, the Closing Date) minus the total Securitization Value as of the end of the related Collection Period minus the First Priority Principal Payment; and

(b)on and after the Final Scheduled Payment Date of the Class B Notes, the Note Balance of the Class B Notes.

“Secured Parties” means the Noteholders.

“Securities Account” means each Bank Account subject to the terms of the Account Control Agreement or the Titling Company Account Control Agreement.

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“Securitization Value” means, for:

(a)an Active Lease and a Collection Period (or the Cutoff Date), the sum of the present values of:

(i)(A) the Base Payments (determined as of the Cutoff Date) remaining after the end of the Collection Period (or as of the Cutoff Date) or (B) for an Advance Payment Plan Lease, zero; and

(ii)the Base Residual Value;

calculated using a discount rate equal to the higher of the Contract Rate and the Investor Rate on the basis of a 360-day year of twelve 30-day months to the beginning of the Collection Period (or the Cutoff Date) 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 Active Lease on or before the Cutoff Date;

(b)a Terminating Lease and (i) a Collection Period in which the related Leased Vehicle is sold, zero and (ii) any other Collection Period, the Base Residual Value; and

(c)a Closed Lease and a Collection Period, zero.

“Servicing Supplement” means the 20  -   Servicing Supplement, dated as of the Closing Date, to the Servicing Agreement.

“Sold Property” means (a) the Purchased Property, (b) the Depositor’s rights under the Exchange Note Purchase Agreement, (c) all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (d) all payments on or under and all proceeds of the property described above.

“Sponsor” means Ford Credit.

“Targeted Overcollateralization Amount” means $[          ], which is [   ]% of the Initial Pool Balance.

“Terminating Lease” means a Lease from the beginning of the Collection Period that includes its Termination Date through the end of the Collection Period that includes its Closed Date.

“Terminating Lease Proceeds” means, for a Terminating Lease and a Collection Period, an amount equal to:

(a)amounts applied on the Terminating Lease; minus

(b)local fees and taxes; minus

AA-20

(c)Lease Administration Amounts; minus

(d)the sum of (i) amounts paid by the Servicer that are charged to the account of the related Lessee (including collection expenses), plus (ii) amounts paid to third parties for the repossession, transportation, reconditioning and disposition of the related Leased Vehicle, plus (iii) amounts refunded to the Lessee.

“Termination Date” means, for a Lease, the earliest of:

(a)its Scheduled Lease End Date, as extended by any Payment Extensions granted before the Cutoff Date;

(b)the date the related Leased Vehicle is either:

(i)in the possession of the Servicer or its agent or bailee; or

(ii)purchased by the related Lessee under the Lease or by a Dealer under the Servicing Procedures; and

(c)its Closed Date.

“Test Fail” has the meaning stated in the Asset Representations Review Agreement.

“Titling Company Account Control Agreement” means the Titling Company Account Control Agreement, dated as of          , 20  , among the Titling Companies, as grantors, the Indenture Trustee, as secured party, and                 , in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“Titling Company Collateral Accounts” means the Exchange Note Collection Account and the Reserve Account, including all rights, powers and options (but none of the obligations) of the Titling Companies as holders of the Exchange Note Collection Account and the Reserve Account, including the immediate and continuing right to claim for, collect, receive and give receipt for all funds in the Exchange Note Collection Account and the Reserve Account, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Titling Companies or otherwise and generally to do and receive anything that a Titling Company is or may be entitled to do or receive under the Exchange Note Collection Account and the Reserve Account or for the Exchange Note Collection Account and the Reserve Account.

“Transaction Documents” means:

(a)the Basic Documents;

(b)the Trust Agreement;

(c)the Exchange Note Supplement;

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(d)the Servicing Supplement;

(e)the Exchange Note Purchase Agreement;

(f)the Exchange Note Sale Agreement;

(g)the Indenture;

(h)the Account Control Agreement and the Titling Company Account Control Agreement;

(i)the Administration Agreement;

(j)the Asset Representations Review Agreement; and

(k)the Depository Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of          , 20  , between the Depositor and the Owner Trustee.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

“Trust Property” means (a) the Sold Property, (b) the Issuer’s rights under the Transaction Documents, (c) all “security entitlements” (as defined in Section 8-102 of the UCC) relating to the Bank Accounts and the property deposited in or credited to any of the Bank Accounts, (d) all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (e) all payments on or under and all proceeds of the property described above.

“Trust Register” and “Trust Registrar” have the meanings stated in Section 3.2 of the Trust Agreement.

[“Void Rule 144A Note Transfer” has the meaning stated in Section 2.6(b) of the Indenture.]

AA-22

EX-5.1

EXHIBIT 5.1

575 Madison Avenue

New York, NY 10022-2585

212.940.8800 tel

212.940.8776 fax

February 2, 2016

Ford Credit Auto Lease Two LLC

CAB East LLC
CAB West LLC
c/o Ford Credit SPE Management Office

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Re:Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to Ford Credit Auto Lease Two LLC, a Delaware limited liability company, CAB East LLC, a Delaware limited liability company (“CAB East”) and CAB West LLC, a Delaware limited liability company (“CAB West” and, together with Ford Credit Auto Lease Two LLC and CAB East, the “Registrants”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration by the Registrants of Asset Backed Notes (the “Notes”).  As described in the Registration Statement, each Series of Notes will be issued under and pursuant to an indenture (the “Indenture”) to be entered into between the indenture trustee designated in the Indenture (the “Indenture Trustee”) and one of various trusts (each, a “Trust”) to be formed under the related trust agreement (the “Trust Agreement”) to be entered into by the Registrant Ford Credit Auto Lease Two LLC, and the owner trustee designated in the Trust Agreement (the “Owner Trustee”), (the Indenture, and the Trust Agreement being referred to in this opinion as the “Agreements”).  The principal collateral for each Series of Notes will be an exchange note (each, an “Exchange Note”) that is issued by CAB East and CAB West under an exchange note supplement (each, an “Exchange Note Supplement”) to be entered into under a credit and security agreement (the “Credit and Security Agreement”), each among CAB East and CAB West, 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 generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of the Notes and the related Exchange Note, and have made investigations of law and have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all the documents and records of the Registrants and other instruments of the Registrants and other persons, as we have deemed appropriate as a basis for the opinions expressed below, including (a) the Registration Statement, (b) the form of Indenture (including the form of Notes included as an exhibit to the Indenture), the form of Underwriting Agreement, the Credit and Security Agreement, the form of Exchange Note Supplement (including the form of Exchange Notes included as an exhibit to the Exchange Note Supplement) and the other transaction documents and forms of transaction documents attached as exhibits to the Registration Statement (collectively, the “Agreements”).

AUSTIN        CENTURY CITY        CHARLOTTE        CHICAGO        HOUSTON        IRVING        LOS ANGELES      
NEW YORK        ORANGE COUNTY        SAN FRANCISCO BAY AREA        SHANGHAI        WASHINGTON, DC

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

We express no opinion except as to matters that are governed by federal law, the laws of the State of New York or the Delaware Limited Liability Company Act or the Delaware Statutory Trust Act.  All opinions expressed below are based on laws, regulations and policy guidelines currently in force and may be affected by future regulations.

Subject to the qualifications stated above, we are of the opinion that, for the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Indenture has been duly authorized by all necessary action and duly executed and delivered by all necessary parties and (c) the Notes have been duly executed and authenticated according to the provisions of the Indenture and issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, the Notes will have been duly authorized by all necessary action of the Trust and will be legally and validly issued, binding obligations of the Trust, fully paid and non-assessable, and the holders of the Notes will be entitled to the benefits of the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.  Furthermore, subject to the qualifications stated above, we are of the opinion that, for each Exchange Note (a) neither the Credit and Security Agreement nor the Exchange Note Supplement is required to be qualified under the Trust Indenture Act of 1939, as amended, and that (b) when (i) the Exchange Note Supplement for such Exchange Note has been duly authorized by all necessary action and duly executed and delivered by all necessary parties and (ii) such Exchange Note has been duly executed and authenticated according to the provisions of the Credit and Security Agreement and the related Exchange Note Supplement and is issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, such Exchange Note will have been duly authorized by all necessary action of CAB East and CAB West and will be the legally and validly issued, binding obligation of CAB East and CAB West, fully paid and non-assessable, and the holders of such Exchange Note will be entitled to the benefits of the Credit and Security Agreement and the related Exchange Note Supplement, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as counsel to the Registrants in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

2

EX-8.1

EXHIBIT 8.1

2900 K Street NW #200

Washington, DC 20007-5118

202.625.3500 tel

202.298.7570 fax

December 11, 2015

Ford Credit Auto Lease Two LLC

CAB East LLC
CAB West LLC
c/o Ford Credit SPE Management Office

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Re:Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to Ford Credit Auto Lease Two LLC, a Delaware limited liability company, CAB East LLC, a Delaware limited liability company (“CAB East”) and CAB West LLC, a Delaware limited liability company (“CAB West” and, together with Ford Credit Auto Lease Two LLC and CAB East, the “Registrants”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the Asset Backed Notes (the “Notes”) and with the authorization and issuance from time to time in one or more series (each, a “Series”) of Notes. As described in the Registration Statement, each Series of Notes will be issued under and pursuant to an indenture (the “Indenture”) to be entered into between the indenture trustee designated in the Indenture (the “Indenture Trustee”) and one of various trusts (each, a “Trust”) to be formed under the related trust agreement (the “Trust Agreement”) to be entered into by the Registrant Ford Credit Auto Lease Two LLC and the owner trustee designated in the Trust Agreement (the “Owner Trustee”), (the Indenture, and the Trust Agreement being referred to in this opinion as the “Agreements”).

We have examined the form of prospectus (the “Prospectus”) related to the Agreements contained in the Registration Statement and other documents, records and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each Agreement will be duly authorized by all necessary corporate or limited liability company action on the part of the Registrants, the Indenture Trustee, the Owner Trustee and any other party to the Agreements and will be duly executed and delivered by the Registrants, the Indenture Trustee, the Owner Trustee and any other party to the Agreements substantially in the applicable form filed or incorporated by reference as an exhibit to the Registration Statement, and that the Notes will be sold as described in the Registration Statement.  As to various questions of fact material

AUSTIN        CENTURY CITY        CHARLOTTE        CHICAGO        HOUSTON        IRVING        LOS ANGELES      
NEW YORK        ORANGE COUNTY        SAN FRANCISCO BAY AREA        SHANGHAI        WASHINGTON, DC

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

to our opinions, we have relied, to the extent we deemed appropriate, on representations, statements and certificates of officers and representatives of the Registrants and others.

As special tax counsel to the Registrants, we have advised the Registrants regarding material federal income tax aspects of the proposed issuance of the Notes under the Agreements.  This advice has formed the basis for the description of federal income tax consequences for holders of the Notes under the headings “Summary—Tax Status” and “Tax Considerations” in the Prospectus.  We confirm and adopt as our opinion those opinions stated under these headings (in each case subject to the limitations stated in the Prospectus.)

This opinion is based on the facts and circumstances in the Registration Statement and in the other documents reviewed by us.  Our opinion as to the matters in this opinion could change for the Notes as a result of changes in facts or circumstances, changes in the terms of the documents reviewed by us, or changes in the law after the date of this opinion.

This opinion is based on our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and on the facts and assumptions discussed in this opinion.  This opinion letter is limited to the matters stated in this opinion, and no opinions are intended to be implied or may be inferred beyond those expressly stated in this opinion.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court.  Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as special tax counsel to the Registrants under the headings in the Prospectus stated above, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

2

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED

TRUST AGREEMENT

between

FORD CREDIT AUTO LEASE TWO LLC,
acting for its Series of limited liability company interests
designated as the “20  -   Series,” as Depositor

and

,
as Owner Trustee

for

FORD CREDIT AUTO LEASE TRUST 20   -  

Dated as of         , 20   

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ORGANIZATION OF TRUST		1
Section 2.1.	Name	1
Section 2.2.	Office	1
Section 2.3.	Purposes and Powers	2
Section 2.4.	Appointment of Owner Trustee	2
Section 2.5.	Contribution and Sale of Trust Property	2
Section 2.6.	Declaration of Trust	2
Section 2.7.	Limitations on Liability	3
Section 2.8.	Title to Trust Property	3
Section 2.9.	Location of Issuer	3
Section 2.10.	Depositor’s Representations and Warranties	3
Section 2.11.	Tax Matters	4
ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS		7
Section 3.1.	Residual Interest	7
Section 3.2.	Registration of Residual Interest	7
Section 3.3.	Transfer of Residual Interest	7
ARTICLE IV APPLICATION OF TRUST PROPERTY		8
Section 4.1.	Application of Trust Property	8
ARTICLE V OWNER TRUSTEE’S AUTHORITY AND OBLIGATIONS		9
Section 5.1.	General Authority	9
Section 5.2.	General Obligations	9
Section 5.3.	Action Requiring Prior Notice	9
Section 5.4.	Action on Direction by Holder of Residual Interest	10
Section 5.5.	Action for Bankruptcy	10
Section 5.6.	Action on Administrator’s Instruction	10
Section 5.7.	No Obligations or Actions Except as Stated in Transaction Documents or Instructions	11
Section 5.8.	Prohibition on Some Actions	11
Section 5.9.	Action Not Required	11
Section 5.10.	Inspection of Owner Trustee; Access to Records	12
Section 5.11.	Furnishing of Documents	12
Section 5.12.	Sarbanes-Oxley Act	12
Section 5.13.	Reporting of Reallocations of Leases and Leased Vehicles	12
ARTICLE VI OWNER TRUSTEE		13
Section 6.1.	Acceptance of Trusts	13
Section 6.2.	Limitations on Liability	13
Section 6.3.	Reliance; Advice of Counsel; Use of Agents	14

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Section 6.4.		Not Acting in Individual Capacity	14
Section 6.5.		May Own Notes	14
Section 6.6.		Owner Trustee’s Representations and Warranties	15
Section 6.7.		Obligation to Update Disclosure	16
ARTICLE VII COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE			16
Section 7.1.		Owner Trustee’s Fees and Expenses	16
Section 7.2.		Indemnification of Owner Trustee	16
Section 7.3.		Organizational Expenses of Issuer	17
ARTICLE VIII TERMINATION			18
Section 8.1.		Termination of Trust Agreement and Issuer	18
ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES			18
Section 9.1.		Eligibility Requirements for Owner Trustee	18
Section 9.2.		Resignation or Removal of Owner Trustee	19
Section 9.3.		Successor Owner Trustee	19
Section 9.4.		Merger or Consolidation; Transfer of Assets	20
Section 9.5.		Appointment of Separate Trustee or Co-Trustee	20
Section 9.6.		Compliance with Delaware Statutory Trust Act	21
ARTICLE X OTHER AGREEMENTS			21
Section 10.1.		Limitation on Rights of Others	21
Section 10.2.		No Petition	21
Section 10.3.		Limited Recourse	22
Section 10.4.		Subordination	22
Section 10.5.		Rights Limited to 20  -   Exchange Note	22
ARTICLE XI MISCELLANEOUS			23
Section 11.1.		Amendments	23
Section 11.2.		Benefit of Agreement	24
Section 11.3.		Notices	25
Section 11.4.		GOVERNING LAW	25
Section 11.5.		WAIVER OF JURY TRIAL	25
Section 11.6.		Severability	25
Section 11.7.		Headings	25
Section 11.8.		Counterparts	26
Exhibit A	Form of Certificate of Trust		EA-1

ii

AMENDED AND RESTATED TRUST AGREEMENT, dated as of         , 20   (this “Agreement”), between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, and                , a                 , not in its individual capacity but solely as trustee under this Agreement, to establish Ford Credit Auto Lease Trust 20  -  .

BACKGROUND

The parties created the Issuer under a Trust Agreement, dated as of      , 20  , to engage in a securitization transaction sponsored by Ford Credit in which the Issuer will issue Notes secured by a 20  -   Exchange Note that is secured by a reference pool of leases and leased vehicle purchased by the Titling Companies from motor vehicle dealers.

In connection with the securitization transaction, the parties have determined to amend and restate the original Trust Agreement on the terms 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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.

ARTICLE II
ORGANIZATION OF TRUST

Section 2.1.Name.  The trust was created and is known as “Ford Credit Auto Lease Trust 20  -  ”, in which name the Owner Trustee may conduct the activities of the Issuer and make and execute contracts and other documents and sue and be sued on behalf of the Issuer.

Section 2.2.Office.  The office of the Issuer is in care of the Owner Trustee.  The Owner Trustee will maintain an office or agency where notices and demands to or on the Owner Trustee under the Transaction Documents may be served.  The Owner Trustee designates its Corporate Trust Office for those purposes and will promptly notify the Depositor and the Indenture Trustee of a change in the location of its Corporate Trust Office.

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Section 2.3.Purposes and Powers.

(a)Permitted Activities.  The purpose of the Issuer is, and the Issuer will have the power and authority, and is authorized, to engage in the following activities (the “Permitted Activities”):

(i)to acquire the 20  -   Exchange Note and other Sold Property under the Exchange Note Sale Agreement from the Depositor in exchange for the Notes;

(ii)to Grant the Collateral to the Indenture Trustee under the Indenture;

(iii)to enter into and perform its obligations under the Transaction Documents;

(iv)to issue the Notes under the Indenture and to facilitate the sale of the Notes by the Depositor;

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

(vi)to administer and manage the Trust Property;

(vii)to make payments to the Noteholders and distributions to the holder of the Residual Interest; and

(viii)to take other actions necessary or advisable to accomplish the activities listed above or that are incidental to the activities listed above.

(b)No Other Activity.  The Issuer will not engage in any activity other than as required or authorized by this Agreement or the other Transaction Documents.

Section 2.4.Appointment of Owner Trustee.  The Depositor appoints the Owner Trustee as trustee of the Issuer to have all the rights, powers and obligations in this Agreement.

Section 2.5.Contribution and Sale of Trust Property.  As of the date of the formation of the Issuer, the Depositor contributed to the Owner Trustee, and the Owner Trustee acknowledged receipt of, the amount of $1, which is the initial Trust Property.  On the Closing Date, the Depositor will sell to the Issuer the Trust Property in exchange for the Notes under the Exchange Note Sale Agreement.

Section 2.6.Declaration of Trust.  The Owner Trustee will hold the Trust Property in trust under this Agreement for the use and benefit of the holder of the Residual Interest and subject to the obligations of the Issuer under the Transaction Documents.  The parties intend that the Issuer is a statutory trust under the Delaware Statutory Trust Act and that this Agreement is the governing instrument of the statutory trust.  The Owner Trustee will have the rights, powers and obligations in this Agreement and in the Delaware Statutory Trust Act for accomplishing the purposes of the Issuer and engaging in Permitted Activities.  The parties intend that the activities of the Issuer be managed by the Administrator under the Administration Agreement.  A Certificate of Trust substantially in the form of Exhibit A has been filed with the Secretary of

2

State of the State of Delaware.  The parties intend that the Issuer is a “business trust” within the meaning of Section 101(9)(a)(v) of the Bankruptcy Code.

Section 2.7.Limitations on Liability.

(a)Liability of Depositor.  The Depositor, as initial holder of the Residual Interest, will have the same limitation of personal liability as stockholders of a private for profit corporation organized under the Delaware General Corporation Law.

(b)Liability to Third Parties.  Except as stated in this Agreement, none of the Depositor, the Administrator or their Affiliates or any of their directors, managers, officers or employees will be liable for the Issuer’s debts, obligations or liabilities.

Section 2.8.Title to Trust Property.

(a)Title Vested in Issuer.  Legal title to the Trust Property will be vested in the Issuer as a separate legal entity, except where applicable law in a jurisdiction requires title to the Trust Property to be vested in a trustee or trustees, in which case title will be considered vested in the Owner Trustee, a co-trustee and/or a separate trustee appointed under this Agreement.

(b)No Legal Title in Holder of Residual Interest.  The holder of the Residual Interest has no legal title to any Trust Property.  The holder of the Residual Interest will receive distributions on its Residual Interest only according to Article IV.

Section 2.9.Location of Issuer.  The Issuer will be administered in the States of Delaware and      .  Bank accounts maintained by the Owner Trustee on behalf of the Issuer will be located in the State of Delaware.  The Issuer will not have employees in a state other than the State of Delaware, except that                  , in its capacity as Owner Trustee or another capacity, may have employees within or outside the State of Delaware.  The Issuer will only receive payments in or make payments from the State of Delaware or the State in which the Indenture Trustee is located.  The Issuer’s principal office will be in care of the Owner Trustee in the State of Delaware.

Section 2.10.Depositor’s Representations and Warranties.  The Depositor represents and warrants to the Owner Trustee as of the Closing Date:

(a)Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Depositor’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Depositor has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Depositor has authorized the execution, delivery and performance of this Agreement.  This Agreement is the

3

legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The 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 Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien on the Depositor’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than the Exchange Note Sale Agreement), (iii) violate the Depositor’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Depositor’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 Depositor or its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Depositor’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 Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

Section 2.11.Tax Matters.

(a)Disregarded Entity.  The parties and Ford Credit intend that, for purposes of U.S. federal income, State and local income and franchise tax, so long as the Issuer has no equity owner other than the Depositor (as determined for U.S. federal income tax purposes), the Issuer will be treated as an entity disregarded as separate from the Depositor.

(b)Recharacterized Classes.  If beneficially owned for U.S. federal income tax purposes by a Person other than the Depositor, each Class of Notes is intended to be treated as indebtedness for U.S. federal income tax purposes.  The Depositor agrees, and the Noteholders by acceptance of their Notes agree in the Indenture, to that treatment and each agrees to take no action inconsistent with that treatment.  If one or more Classes of Notes is recharacterized as an equity interest in the Issuer, and not as indebtedness (a “Recharacterized Class”) and a Recharacterized Class is treated as not owned for U.S. federal income tax purposes by the same

4

entity that owns the Issuer, the parties intend that the Issuer be characterized as a partnership among the Depositor (if it is at that time treated as an equity owner of the Issuer for U.S. federal income tax purposes), other holders, if any, of the Residual Interest and holders of the Recharacterized Class or Classes.  In that event, for purposes of U.S. federal income, State and local income or franchise tax each month:

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

(ii)if the characterization in Section 2.11(b)(i) is not respected, gross ordinary income of the Issuer for that month as determined for U.S. federal income tax purposes will be allocated to the holders of each Recharacterized Class as of the Record Date occurring within that month, in an amount equal to the sum of (A) the interest accrued to the Recharacterized Class for that month, (B) the part of the market discount on the 20  -   Exchange Note accrued during that month that is allocable to any excess of the aggregate initial Note Balance of the Recharacterized Class over the initial aggregate issue price of the Notes of the Recharacterized Class and (C) any amount expected to be distributed to the holders of that Class of Notes under Section 8.2 of the Indenture (if not previously allocated under this subsection (ii)) if necessary to reverse any net loss previously allocated to holders of the Notes of the Recharacterized Class (if not previously reversed under this clause (C)); and

(iii)then, remaining net income of the Issuer (subject to the modifications below) for that month as determined for U.S. federal income tax purposes (and each item of income, gain, credit, loss or deduction for the computation of net income) will be allocated to the holder of the Residual Interest.

If the gross ordinary income of the Issuer for a month is insufficient for the allocations described in Section 2.11(b)(ii), gross ordinary income in later periods will first be allocated to each Recharacterized Class in alphabetical order (if applicable) to make up the shortfall before an allocation under Section 2.11(b)(iii).  Any net losses of the Issuer for a month as determined for U.S. federal income tax purposes (and each item of income, gain, credit, loss or deduction for the computation of net losses) will be allocated to the holder of the Residual Interest if the holder of the Residual Interest is reasonably expected to bear the economic burden of those net losses, and any remaining net losses will be allocated in reverse alphabetical order (if applicable) to each Recharacterized Class, in each case, until the Note Balance of the Recharacterized Class is reduced to zero as of the Record Date occurring within that month, and among each Recharacterized Class, in proportion to their ownership of the aggregate Note Balance of the Recharacterized Class on that Record Date.  The tax matters partner or the partnership representative designated under Section 2.11(f) is authorized to modify the allocations in this Section 2.11(b) if necessary or advisable, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the holder of the Residual Interest or the holders of a Recharacterized Class or as required by the Code.

(c)Filing of Returns.  The parties agree that, unless required by the tax authorities, the Depositor, on behalf of the Issuer, will file or cause to be filed annual or other returns, reports

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and other forms consistent with the characterizations described in Section 2.11(a) and the first sentence of Section 2.11(b).

(d)Elections.  The Owner Trustee will not elect or cause the Issuer to elect, and no Residual Holder will elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3.  If the Issuer is classified as a partnership for U.S. federal income tax purposes as of January 1, 2018, or if later, the date that Sections 6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted or proposed) and administrative guidance (the “BBA Partnership Audit Rules”) are first applicable to the Issuer, the Majority Equity Holder will or will cause the Issuer, to the extent eligible, to make the election under Section 6221(b) of the Code for determinations of adjustments at the partnership level and take any other action necessary or appropriate for the election.  If this election is not available, to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) of the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for the election.  However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under the BBA Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Issuer’s activities under the BBA Partnership Audit Rules.  For purposes of this Section 2.11, the “Majority Equity Holder” means the Depositor or, if it is no longer treated as holding an equity interest in the Issuer for U.S. federal income tax purposes, the holder of the greatest percentage of the equity interests in the Issuer.

(e)Alternative Treatment; Capital Accounts.  If the Issuer is not treated as an entity disregarded as separate from the Depositor for U.S. federal income tax purposes, the Administrator or the Owner Trustee will, based on information or instruction given by or on behalf of the Depositor, (i) maintain the books of the Issuer on the basis of a calendar year and the accrual method of accounting, (ii) deliver to each holder of the Residual Interest information required under the Code to enable the holder to prepare its U.S. federal and State income tax returns, (iii) file tax returns relating to the Issuer and make elections under any applicable U.S. federal or State statute and (iv) collect any withholding tax according to Section 4.1(d).  The Administrator (or the Owner Trustee at the request of the Administrator) will also establish and maintain, according to Section 1.704-1(b)(2)(iv) of the Treasury Regulations, a separate bookkeeping account for the Depositor and each other person treated as an equity owner of the Issuer for U.S. federal income tax purposes.  This Section 2.11(e) will be interpreted to comply with the Treasury Regulations under Section 704 of the Code and the Depositor is authorized to modify these provisions if necessary to comply with those regulations.

(f)Tax Matters Partner and Partnership Representative.  If the Issuer is not treated as an entity disregarded as separate from the Majority Equity Holder for U.S. federal income tax purposes, the Majority Equity Holder will (i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated the “tax matters partner” of the Issuer under Section 6231(a)(7)(A) of the Code.  If the Issuer is classified as a partnership for U.S. federal income tax purposes as of January 1, 2018, or if later, the date that the BBA Partnership Audit Rules are first applicable to the Issuer, the Majority Equity Holder is designated as the partnership

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representative of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.

ARTICLE III
RESIDUAL INTEREST AND TRANSFER OF INTERESTS

Section 3.1.Residual Interest.  The Depositor is the initial holder of the Residual Interest.  The holder of the Residual Interest will receive any amounts not needed on a Payment Date to pay the Notes and the Issuer’s other obligations under the Indenture and this Agreement, and any amounts remaining in the Reserve Account after payment in full of the 20  -   Exchange Note and the Notes and of all other amounts owing or to be distributed under the Transaction Documents to the Secured Parties on the termination of the Issuer.

Section 3.2.Registration of Residual Interest.  The Issuer appoints the Owner Trustee to be the “Trust Registrar” and to keep a register of the holders of the Residual Interest and transfers of the Residual Interest.  If the Trust Registrar resigns, the Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar.  The “holder of the Residual Interest” will be the Person registered as the holder of the Residual Interest on the Trust Registrar.

Section 3.3.Transfer of Residual Interest.  The holder of the Residual Interest will be permitted to sell, transfer, assign or convey its rights in the Residual Interest if the following conditions are satisfied:

(a)Opinion of Counsel.  The holder of the Residual Interest delivers an Opinion of Counsel to the Issuer and the Indenture Trustee stating that the action will not cause the Issuer or a Titling Company to be or become characterized for U.S. federal income tax purposes as an association or publicly traded partnership taxable as a corporation;

(b)Tax Forms.  The holder of the Residual Interest delivers to the Indenture Trustee and the Owner Trustee a U.S. Internal Revenue Service Form W-9 stating that it is a U.S. Person under Section 7701(a)(30) of the Code;

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

(d)Pass-Through Entity.  The transferee of the Residual Interest either (i) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (that entity, a “Pass-Through Entity”) or (ii) is a Pass-Through Entity, but (A) after giving effect to the transaction, less than 50 percent of the value of each beneficial ownership interest in the Pass-Through Entity is attributable to the entity’s interest in the Issuer or (B) the purpose of using the tiered arrangement was not to avoid the purposes of Section 1.7704-1(h) of the Treasury Regulations;

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

(f)Established Securities Market.  The holder or transferee of the Residual Interest delivers to the Owner Trustee a certification that it has neither acquired nor will it transfer a Residual Interest it purchases or cause the Residual Interest to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations; and

(g)Rating Agency Condition.  If the transferee of the Residual Interest is Ford Credit or an Affiliate of Ford Credit that is not a special-purpose, bankruptcy remote entity, the holder of the Residual Interest satisfies the Rating Agency Condition.

ARTICLE IV
APPLICATION OF TRUST PROPERTY

Section 4.1.Application of Trust Property.

(a)Distributions Under Indenture.  Before the satisfaction and discharge of the Indenture, all distributions of Trust Property, including any distributions to the holder of the Residual Interest, will be made according to Article VIII of the Indenture.

(b)Distributions Following Satisfaction and Discharge of Indenture.  Following the satisfaction and discharge of the Indenture, the Owner Trustee will distribute the Trust Property as directed by the holder of the Residual Interest.

(c)Funds Deposited with Owner Trustee.  All funds deposited with the Owner Trustee may be held in a non-interest bearing trust account and are not required to be segregated from other funds, except to the extent required by law or the terms of this Agreement.

(d)Withholding Tax.  If federal withholding tax is imposed on the Issuer’s payments (or allocations of income) to the holder of the Residual Interest made by the Owner Trustee, that tax will reduce the amount distributable to the holder.  The Owner Trustee is authorized and directed to retain from amounts distributable to the holder of the Residual Interest a sufficient amount for the payment of the withholding tax that is legally owed by the Issuer.  The Owner Trustee may contest the tax and withholding payment of the tax, if permitted by law, pending the outcome.  The amount of withholding tax imposed on the holder of the Residual Interest will be treated as cash distributed to the holder at the time it is withheld by the Issuer and paid to the taxing authority.  If there is a possibility that withholding tax is payable for a distribution, the Owner Trustee may, in its sole discretion, withhold those amounts.  If the holder of the Residual

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Interest seeks to apply for a refund of the withholding tax, the Owner Trustee will cooperate with the holder in making the claim so long as the holder agrees to reimburse the Owner Trustee for expenses incurred in cooperating.

ARTICLE V
OWNER TRUSTEE’S AUTHORITY AND OBLIGATIONS

Section 5.1.General Authority.

(a)Execution of Transaction Documents; Direction to Indenture Trustee.  The Owner Trustee is authorized and directed, on behalf of the Issuer, to (i) execute and deliver the Transaction Documents to which the Issuer is a party and the other documents required to be delivered on the Closing Date by the Issuer under the Transaction Documents and (ii) direct the Indenture Trustee to authenticate and deliver the Notes.

(b)Actions under Transaction Documents.  The Owner Trustee is authorized, but not obligated, to take all actions required of the Issuer under the Transaction Documents and is authorized to take actions on behalf of the Issuer, if permitted by the Transaction Documents, that the Servicer or the Administrator directs, except if this Agreement requires the consent of the Noteholders or the holder of the Residual Interest for the action.  In addition, the Administrator is authorized to take actions on behalf of the Issuer, if permitted by the Transaction Documents, according to the Administration Agreement.

Section 5.2.General Obligations.

(a)Obligations Under Transaction Documents.  Subject to Section 5.3, the Owner Trustee will perform the obligations of the Owner Trustee under this Agreement and the Transaction Documents to which the Issuer is a party.  The Owner Trustee will administer the Issuer in the interest of the holder of the Residual Interest, subject to the Lien of the Indenture and according to the Transaction Documents.

(b)Discharge of Liens.  The Owner Trustee will promptly take, at its own expense, action necessary to discharge a Lien (other than the Lien of the Indenture) on the Trust Property resulting from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Property.

(c)Obligations Performed by Administrator.  The Owner Trustee will be considered to have performed its obligations under the Transaction Documents if the Administrator is required in the Administration Agreement to perform the obligations of the Owner Trustee or the Issuer.  The Owner Trustee will not be liable for the default or failure of the Administrator to perform its obligations under the Administration Agreement.

Section 5.3.Action Requiring Prior Notice.  For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual

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Interest) has not notified the Owner Trustee before the 30th day after it receives notice that the Controlling Class or the holder of the Residual Interest, as applicable, has withheld consent or given alternative direction:

(i)starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer;

(ii)amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest;

(iii)appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and

(iv)directing the Administrator to take any of the actions described above.

Section 5.4.Action on Direction by Holder of Residual Interest.

(a)Direction of Owner Trustee.  The Owner Trustee will take all actions, if permitted by the Transaction Documents, that the holder of the Residual Interest directs, subject to the consent of the Noteholders, if such consent is required by the Transaction Documents.

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

Section 5.5.Action for Bankruptcy.  The Owner Trustee may not start or pursue a voluntary proceeding in bankruptcy for the Issuer unless the Notes have been paid in full and the holder of the Residual Interest consents to the proceeding in advance and delivers to the Owner Trustee a certificate certifying that it reasonably believes that the Issuer is insolvent.

Section 5.6.Action on Administrator’s Instruction.  If (a) the Owner Trustee is unsure of the application of a term of a Transaction Document, (b) a term of a Transaction Document is, or appears to be, in conflict with another term, (c) this Agreement permits a determination by the Owner Trustee or is silent or is unclear about the action the Owner Trustee is required to take or (d) the Owner Trustee is unable to decide between alternative actions permitted or required by a Transaction Document, the Owner Trustee may, and for clause (d) will, notify the Administrator requesting instruction on the matter.  If the Owner Trustee acts or does not act in good faith according to the instruction received, the Owner Trustee will not be liable for the action or inaction.  If the Owner Trustee does not receive instruction before ten days after it has notified the Administrator (or sooner if reasonably requested in the notice or necessary under the circumstances) it may, but is not obligated to, take or not take the action that it considers to be in the best interests of the holder of the Residual Interest, and will not be liable for the action or inaction.

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Section 5.7.No Obligations or Actions Except as Stated in Transaction Documents or Instructions.  The Owner Trustee is not obligated to, and will not, manage, use, sell or dispose of the Trust Property, except according to the rights and powers granted to and the authority given to the Issuer and the Owner Trustee under this Agreement and the other Transaction Documents or in an instruction received by the Owner Trustee under Sections 5.4(a) or 5.6.  The right of the Owner Trustee to perform a discretionary act stated in a Transaction Document will not be interpreted as an obligation.  There are no implied obligations of the Owner Trustee under the Transaction Documents.

Section 5.8.Prohibition on Some Actions.  The Owner Trustee will not take action (a) that is inconsistent with the purposes of the Issuer in Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause a Class of Notes not to be treated as indebtedness for U.S. federal or Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on the deemed sale or exchange for U.S. federal income tax purposes) or (iii) cause the Issuer, the Titling Companies or any part of any of them to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.  The holder of the Residual Interest will not direct the Owner Trustee to take action that would violate this Section 5.8.

Section 5.9.Action Not Required.  The Owner Trustee will not be required to do any of the following:

(a)Actions Resulting in Liability.  To take any action under a Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that the action is likely to result in liability on the part of the Owner Trustee, is contrary to a Transaction Document or is not permitted by applicable law.

(b)Actions Resulting in Financial Liability.  To pay or risk funds or incur any financial liability in the performance of its rights or powers under a Transaction Document if the Owner Trustee has reasonable grounds for believing that payment of such funds or adequate indemnity against the risk or liability is not reasonably assured or given to it.

(c)Administering or Collecting Exchange Note.  To administer, service or collect the 20  -   Exchange Note or to monitor or supervise the administration, servicing or collection of the 20  -   Exchange Note.

(d)Perfecting Security Interest.  To file financing statements or continuation statements or to perfect or maintain the perfection of a security interest or Lien granted to it under this Agreement or to prepare or file a Securities and Exchange Commission filing for the Issuer or to record a Transaction Document.

(e)Advice.  To provide advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements.

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(f)Investigation.  To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.

(g)Verification.  To prepare or verify information, disclosure or other statements in the offering documents or other documents issued or delivered in connection with the sale or transfer of the Notes, except as separately agreed by the Owner Trustee.

(h)Actions of other Parties.  To monitor or supervise the activities or performance of other parties under the Transaction Documents.

Section 5.10.Inspection of Owner Trustee; Access to Records.  The Owner Trustee agrees that, with reasonable advance notice, it will permit authorized representatives of the Servicer or the Administrator, during the Owner Trustee’s normal business hours, to have access to and review the facilities, processes, books of account, records, reports and other documents and materials of the Owner Trustee relating to (a) the performance of the Owner Trustee’s obligations under this Agreement, (b) payments of fees and expenses of the Owner Trustee for its performance and (c) a claim made by the Owner Trustee under this Agreement.  In addition, the Owner Trustee will permit the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Owner Trustee’s officers and employees.  Any access and review will be subject to the Owner Trustee’s confidentiality and privacy policies.  The Owner Trustee will maintain all relevant books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Agreement.

Section 5.11.Furnishing of Documents.  The Owner Trustee will provide to the Administrator and, on request from the holder of the Residual Interest (if a different Person than the Administrator), to the holder copies of reports, notices, requests, demands, certificates and other documents provided to the Owner Trustee under the Transaction Documents, including any requests from a Noteholder to communicate under Section 7.1(e) of the Indenture and any Review Reports received from the Asset Representations Reviewer.

Section 5.12.Sarbanes-Oxley Act.  The Owner Trustee will not be required to execute, deliver or certify on behalf of the Issuer, the Servicer, the Depositor or the Sponsor any filings, certificates or other documents required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 in connection with the Transaction Documents.  The Owner Trustee will provide any relevant information and Officer’s Certificates reasonably requested by the Person responsible for the filings, certificates or other documents on behalf of the Issuer.

Section 5.13.Reporting of Reallocations of Leases and Leased Vehicles.  The Owner Trustee will (a) notify the Sponsor, the Depositor and the Servicer, as soon as practicable and within five Business Days, of demands or requests received by a Responsible Person of the Owner Trustee (including to the Owner Trustee on behalf of the Issuer) for the removal of a Lease and related Leased Vehicle from the 20  -   Reference Pool and reallocation of the Lease and Leased Vehicle to the Revolving Facility Pool under Section 3.3 of the Exchange Note Sale Agreement, (b) promptly on request by the Sponsor, the Depositor or the Servicer, provide to them other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested

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by the Sponsor, the Depositor or the Servicer, provide a written certification no later than 15 days following the end of a quarter or year that the Owner Trustee has not received reallocation demands or requests for that period, or if reallocation demands or requests have been received during that period, that the Owner Trustee has given the information reasonably requested under clause (b) above.  The Owner Trustee and the Issuer will not have responsibility or liability for a filing required to be made by a securitizer under the Exchange Act or Regulation AB.

ARTICLE VI
OWNER TRUSTEE

Section 6.1.Acceptance of Trusts.  The Owner Trustee accepts the trusts created by this Agreement and agrees to exercise its rights and powers and perform its obligations under this Agreement.

Section 6.2.Limitations on Liability.  The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date:

(i)the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and power under this Agreement so long as the action taken or not taken does not amount to negligence;

(ii)the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest;

(iii)the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of the 20  -   Exchange Note, (F) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (G) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6);

(iv)the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee;

(v)the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or

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(vi)the Owner Trustee 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 Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 6.3.Reliance; Advice of Counsel; Use of Agents.

(a)Reliance.  The Owner Trustee may rely on, and will not be liable to anyone for acting in reliance on, a signature, notice, resolution, request, consent, certificate, report, opinion or other document believed by it to be genuine that appears on its face to be properly signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of a corporate party as conclusive evidence that the resolution has been duly adopted and that the resolution is in full force and effect.

(b)Advice of Counsel.  In the exercise or administration of the trusts under this Agreement and in the exercise of its rights and powers or the performance of its obligations under the Transaction Documents, the Owner Trustee may consult with counsel, accountants and other Persons whom the Owner Trustee selects with reasonable care.  The Owner Trustee may rely on the written opinion or advice of counsel, accountants or other Persons and will not be liable for any action taken or not taken in good faith according to such opinion or advice, including that such action or inaction is not contrary to the Transaction Documents.

(c)Use of Agents.  In the exercise or administration of the trusts under this Agreement and in the performance of its rights, powers and obligations under the Transaction Documents, the Owner Trustee may act directly or through its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of those agents or attorneys if the Owner Trustee selects those agents or attorneys with due care.

Section 6.4.Not Acting in Individual Capacity.  Except as stated in this Article VI, in accepting the trusts created by this Agreement,                    acts solely as Owner Trustee under this Agreement and not in its individual capacity.  Any Person with a claim against the Owner Trustee related to a Transaction Document will look only to the Trust Property for payment or satisfaction of that claim.

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

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Section 6.6.Owner Trustee’s Representations and Warranties.  The Owner Trustee represents and warrants to the Depositor as of the Closing Date:

(a)Organization and Qualification.  The Owner Trustee is duly formed and is validly existing as a                          under the laws of the                            .  The Owner Trustee is duly qualified as a                            and has obtained necessary licenses and approvals in each jurisdiction 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 Owner Trustee’s ability to perform its obligations under this Agreement.

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

(c)No Conflicts and No Violation.  The completion of the transactions under this Agreement and the performance by the Owner Trustee 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 Owner Trustee is a debtor or guarantor, (ii) result in the creation or imposition of any Lien on the Owner Trustee’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Owner Trustee’s organizational documents or by-laws or (iv) violate a law or, to the Owner Trustee’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 Owner Trustee or its properties that applies to the Owner Trustee, which, in each case, would reasonably be expected to have a material adverse effect on the Owner Trustee’s ability to perform its obligations under this Agreement.

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

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

(f)Information Provided by Owner Trustee.  The information provided by the Owner Trustee in its individual capacity in each certificate or agreement delivered by a Responsible Person of the Owner Trustee is true and correct in all material respects.

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Section 6.7.Obligation to Update Disclosure.  The Owner Trustee will notify and provide information, and certify the information in an Officer’s Certificate, to the Depositor on the occurrence of any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (a) may be required to be disclosed by the Depositor under Item 2 (the start of, material developments in, or termination of legal proceedings against                      that are material to the Noteholders) of Form 10-D under the Exchange Act within five days of the occurrence, (b) the Depositor reasonably requests of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of request, (c) may be required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of                   as Owner Trustee) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Owner Trustee becoming aware of the occurrence or (d) causes the information given by the Owner Trustee in a certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Owner Trustee becoming aware of the event or condition.

ARTICLE VII
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

Section 7.1.Owner Trustee’s Fees and Expenses.  The Issuer will pay the Owner Trustee as compensation for performing its obligations under this Agreement a fee separately agreed on by the Issuer and the Owner Trustee.  The Issuer will reimburse the Owner Trustee for its reasonable expenses in performing its obligations under this Agreement and the other Transaction Documents, including the reasonable fees and expenses of the Owner Trustee’s agents, counsel and advisors, but excluding expenses resulting from the Owner Trustee willful misconduct, bad faith or negligence (other than errors in judgment).

Section 7.2.Indemnification of Owner Trustee.

(a)Indemnification.  The Depositor will, or will cause the Administrator to, indemnify the Owner Trustee in its individual capacity, and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the administration of and the performance of its obligations under this Agreement and the other Transaction 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 indemnification obligations of the Depositor and the Administrator), but excluding any fee, expense, loss, damage or liability resulting from (i) the Owner Trustee’s willful misconduct, bad faith or negligence (other than errors in judgment) or (ii) the Owner Trustee’s breach of its representations and warranties in this Agreement.

(b)Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a), promptly notify the Depositor and the Administrator of the Proceeding.  The Depositor or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Depositor or the Administrator notifies the Indemnified Person of its intention to assume the

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defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Depositor or the 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 Depositor or the Administrator, as applicable, and an Indemnified Person.  If there is a conflict, the Depositor or the Administrator will pay for 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 Depositor or the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

(c)Survival of Obligations.  The obligations of the Depositor and the Administrator under this Section 7.2 will survive the resignation or removal of the Owner Trustee and the termination of this Agreement.

(d)Repayment.  If the Depositor or the Administrator makes a payment to an Indemnified Person under this Section 7.2 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 Depositor or the Administrator, as applicable.

(e)Other Assets.  The Depositor’s obligations under this Section 7.2 are obligations solely of the Depositor and are not a claim against the Depositor if the Depositor does not have funds sufficient to make payment of those obligations.  The Owner Trustee, by entering into or accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to the Other Assets of the Depositor.  If the Owner Trustee either (i) asserts an interest or claim to, or benefit from, the Other Assets or (ii) is considered to have an interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Owner Trustee further acknowledges and agrees that the interest, claim or benefit in or from the Other Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the documents relating to the securitization or conveyance of those Other Assets, are entitled to be paid from or to the benefits of, or are secured by, those Other Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on those other obligations and liabilities.  This subordination agreement is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Owner Trustee further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 7.2(e) and this Section 7.2(e) may be enforced by an action for specific performance.  This Section 7.2(e) is for the third party benefit of the holders of the other obligations and liabilities and will survive the termination of this Agreement.

Section 7.3.Organizational Expenses of Issuer.  The Depositor will, or will cause the Administrator to, pay the organizational fees and expenses of the Issuer.

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ARTICLE VIII
TERMINATION

Section 8.1.Termination of Trust Agreement and Issuer.

(a)Termination of Trust Agreement and Issuer.  The Issuer will dissolve, on the later to occur of (i) the final distribution by the Owner Trustee of all Trust Property according to the Indenture, the Servicing Agreement, the Servicing Supplement and Article IV and (ii) the satisfaction and discharge of the Indenture under Article IV of the Indenture.  An Insolvency Event, liquidation or dissolution of the Depositor will not (A) operate to terminate this Agreement or the Issuer, (B) allow the Depositor’s legal representatives to claim an accounting or to start an action or proceeding in court for a partition or winding up of the Issuer or the Trust Property or (C) affect the rights, powers, obligations and liabilities of the parties to this Agreement.  On dissolution of the Issuer, the Owner Trustee, at the direction of the Administrator, will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act.

(b)Depositor May Not Terminate Issuer.  The Depositor may not cancel or terminate the Issuer.

(c)Trust Property; Certificate of Cancellation.  On dissolution of the Issuer, any remaining Trust Property will be distributed to the holder of the Residual Interest, and on completion of the windup, the Owner Trustee will cause the Certificate of Trust to be cancelled by preparing, executing and filing a certificate of cancellation as required by the Delaware Statutory Trust Act.  On the filing of the certificate of cancellation, this Agreement and the Owner Trustee’s rights, powers and obligations under this Agreement will simultaneously terminate.  The Owner Trustee will promptly deliver a file-stamped copy of the certificate of cancellation to the Administrator.

ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 9.1.Eligibility Requirements for Owner Trustee.

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

(b)Notice of Ineligibility.  The Owner Trustee will promptly notify the Depositor and the Administrator if it no longer meets the eligibility requirements in this Section 9.1.

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

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Section 9.2.Resignation or Removal of Owner Trustee.

(a)Resignation.  The Owner Trustee may resign as the Owner Trustee by notifying the Depositor and the Administrator at least 30 days in advance.  The Owner Trustee must resign immediately if it no longer meets the eligibility requirements in Section 9.1(a) or is legally unable to act as Owner Trustee.

(b)Removal by Administrator.  The Administrator may, without cause, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee at least 30 days in advance.

(c)Removal for Cause. The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee:

(i)the Owner Trustee no longer meets the eligibility requirements in Section 9.1(a);

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

(iii)an Insolvency Event of the Owner Trustee occurs.

(d)Notice of Resignation or Removal.  The Administrator will notify the Depositor, the Indenture Trustee and the Rating Agencies of any resignation or removal of the Owner Trustee.

(e)Continue to Perform.  No resignation or removal of the Owner Trustee will be effective, and the Owner Trustee will continue to perform its obligations under this Agreement, until a successor Owner Trustee has accepted its engagement according to Section 9.3(b).

Section 9.3.Successor Owner Trustee.

(a)Appointment of Successor Owner Trustee.  If the Owner Trustee resigns or the Administrator removes the Owner Trustee, the Administrator will promptly appoint a successor Owner Trustee who meets the eligibility requirements in Section 9.1.  If no successor Owner Trustee is appointed and has accepted the appointment within 30 days after the Administrator’s receives notice of the resignation or removal of the Owner Trustee, the Owner Trustee may petition a court of competent jurisdiction to appoint a successor Owner Trustee.  No successor Owner Trustee may accept appointment under this Section 9.3 unless, at the time of the acceptance, the successor Owner Trustee meets the eligibility requirements in Section 9.1(a).

(b)Effectiveness of Resignation or Removal.  No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee under this Section 9.3 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee under Section 9.3(a) by executing and delivering to the Administrator an agreement accepting its appointment under this Agreement and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(e).

(c)Transition of Owner Trustee Obligations.  On the resignation or removal of the Owner Trustee becoming effective under Section 9.3(b), all rights, powers and obligations of the Owner Trustee under this Agreement will become the rights, powers and obligations of the successor Owner Trustee.  The Owner Trustee will deliver to the successor Owner Trustee all documents and amounts held by it under this Agreement, and the Administrator and the Owner

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Trustee will execute and deliver any documents and do other things reasonably required to confirm in the successor Owner Trustee those rights, powers and obligations.  The Depositor will reimburse the Owner Trustee and any successor Owner Trustee for expenses related to the replacement of the Owner Trustee if those amounts have not been paid under Section 8.2 of the Indenture.

(d)Notification.  On the acceptance of appointment by a successor Owner Trustee under this Section 9.3, the Administrator will notify the Depositor, the Indenture Trustee, the Noteholders and the Rating Agencies of the successor Owner Trustee.

(e)Certificate of Amendment.  A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware.  The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

Section 9.4.Merger or Consolidation; Transfer of Assets.  If the Owner Trustee 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 Owner Trustee so long as that Person is qualified and eligible under Section 9.1(a).  The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

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

(a)General.  For the purpose of meeting a legal requirement of any jurisdiction in which the Trust Property or a Leased Vehicle may be located, the Administrator and the Owner Trustee acting jointly will have the power to appoint one or more Persons approved by the Owner Trustee to act as a separate trustee or as separate trustees, or as co-trustee, jointly with the Owner Trustee, of the Issuer, and to vest in that Person, in that capacity, the title to the Trust Property, and, subject to this Section 9.5, the trusts, rights, powers and obligations as the Administrator and the Owner Trustee consider necessary or advisable.  If the Administrator has not joined in the appointment within 15 Business Days of its receipt of a request so to do, the Owner Trustee will have the power to make the appointment.  No separate trustee or co-trustee under this Agreement will be required to be eligible under Section 9.1(a) and no notice of the appointment of a separate trustee or co-trustee is required.

(b)Rights; Liability; Resignation or Removal.  Each separate trustee and co-trustee will, if permitted by law, be appointed and act subject to the following:

(i)all rights, powers and obligations of the Owner Trustee will be exercised or performed by the Owner Trustee and the separate trustee or co-trustee jointly (it being understood that the separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in the act), except if under the law of each jurisdiction in which a particular act or acts are to be performed, the Owner Trustee is incompetent or unqualified to perform the act or acts, in which event the rights, powers and obligations

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(including the holding of title to any Trust Property) may be exercised and performed separately by the separate trustee or co-trustee;

(ii)no trustee under this Agreement will be personally liable for any act or failure to act by another trustee under this Agreement; and

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

(c)Joint or Separate Trusts.  Any notice, request or other communication given to the Owner Trustee will be considered given to each of the then separate trustees and co-trustees, as if given to each of them.  Every appointment of a separate trustee or co-trustee must refer to this Agreement and the conditions of this Article IX.  Each separate trustee and co-trustee, on its acceptance of the appointment, will be vested with the properties, trusts, rights and powers stated in its appointment, either jointly with the Owner Trustee or separately.  The Owner Trustee will keep a copy of the appointment in its files and will deliver a copy to the Administrator.

(d)Owner Trustee as Agent.  Any separate trustee or co-trustee may appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, if not prohibited by law, to do any act under this Agreement on its behalf and in its name.  If a separate trustee or co-trustee becomes incapable of acting, resigns or is removed, its properties, trusts, rights and powers will be vested in and may be exercised by the Owner Trustee, if permitted by law, without the appointment of a new or successor trustee.

Section 9.6.Compliance with Delaware Statutory Trust Act.  The Issuer must have at least one trustee that meets the requirements of Section 3807(a) of the Delaware Statutory Trust Act.

ARTICLE X
OTHER AGREEMENTS

Section 10.1.Limitation on Rights of Others.  Except for Sections 2.6, 7.2 and 11.1, this Agreement is solely for the benefit of the Owner Trustee, the Depositor, the Administrator, the Servicer, the holder of the Residual Interest and the Indenture Trustee and the Secured Parties.  Nothing in this Agreement (other than Section 2.6), will give to any other Person any legal or equitable right, remedy or claim in the Trust Property or under this Agreement.

Section 10.2.No Petition.  The Owner Trustee 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 10.2 will survive the resignation or removal of the Owner Trustee under this Agreement and the termination of this Agreement.

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Section 10.3.Limited Recourse.  The Owner Trustee agrees that each claim that the Owner Trustee may seek to enforce against the Depositor is limited to the 20  -   Exchange Note only and is not a claim against the Depositor’s assets as a whole or assets other than the Depositor’s assets related to the 20  -   Exchange Note.

Section 10.4.Subordination.

(a)Subordination of Claims.  The Owner Trustee agrees that each claim that the Owner Trustee may seek to enforce against the Depositor’s assets other than the assets related to the 20  -   Exchange Note will be subordinate to the payment in full of other claims for those other assets.  However, this Section 10.4(a) will not limit, subordinate or modify claims against the Depositor for the right to payment, commitment to repurchase or other obligation of Depositor relating to:

(i)assets related to the 20  -   Exchange Note or the 20  -   Reference Pool;

(ii)related credit enhancement;

(iii)transactions entered into for the assets related to the 20  -   Exchange Note (or the beneficial interest in the 20  -   Exchange Note);

(iv)administrative services performed for the 20  -   Exchange Note;

(v)a servicing obligation; or

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

(b)Election under Bankruptcy Code.  The Owner Trustee irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code for a secured claim that the Owner Trustee may have against assets of the Depositor other than assets related to the 20  -   Exchange Note of the Depositor.

(c)Subordination Agreement.  Sections 10.4(a) and (b) are an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code.

Section 10.5.Rights Limited to 20  -   Exchange Note.

(a)Rights Limited to Exchange Notes.  Each claim by the Owner Trustee or another Person under this Agreement if the claim is deemed to be against a Titling Company or assets of a Titling Company will be limited in recourse to the 20  -   Exchange Note.  If the Noteholders or other Persons having a claim under this Agreement will be deemed to have a claim against the assets of a Titling Company other than the 20  -   Exchange Note, the claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and to the holder of (i) other Exchange Notes and (ii) for assets allocated to a Specified Interest other than the Collateral Specified Interest, other asset-backed securities, the payments on which

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are derived primarily from collections on designated assets of the Titling Companies and related hedging arrangements.  This paragraph is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Owner Trustee and the Depositor each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 10.5 and this Section 10.5 may be enforced by action for specific performance.

(b)Election under Bankruptcy Code.  The Owner Trustee and each other Person having rights under this Agreement by accepting the benefits hereof irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code for a secured claim that Person may have against a Titling Company or against an Exchange Note of a Titling Company other than the 20  -   Exchange Note.

(c)Third-Party Benefit.  This Section 10.5 is for the third party benefit of the holders, pledgees or other beneficiaries of securities or parties to or other beneficiaries of an agreement, contract or other obligation of the type referred to in clause (ii) of Section 10.5(a), which relates to an Exchange Note other than the 20  -   Exchange Note and will survive the termination of this Agreement.

ARTICLE XI
MISCELLANEOUS

Section 11.1.Amendments.

(a)Amendments to Clarify and Correct Errors and Defects.  The parties may amend this Agreement to (i) clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be inconsistent with the other terms of this Agreement, or (ii) provide for, or facilitate the acceptance of this Agreement by, a successor Owner Trustee, in each case, without the consent of the Noteholders or any other Person.

(b)Other Amendments.  The parties may amend this Agreement to add, change or eliminate terms for this Agreement if:

(i)the holder of the Residual Interest delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment will not have a material adverse effect on the Notes or, if such Officer’s Certificate is not or cannot be delivered, the consent of the Noteholders of a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately, except that all Noteholders of the Class A Notes will vote together as a single class) is received;

(ii)the holder of the Residual Interest delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee stating that the amendment will not (A) cause a Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer or 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 (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and

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(iii)the consent of the Indenture Trustee is received if the amendment has a material adverse effect on the rights or obligations of the Indenture Trustee, which consent will not be unreasonably withheld.

(c)Amendments Requiring Consent of all Affected Noteholders.  No amendment to this Agreement may, without the consent of all affected Noteholders, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, payments on the 20  -   Exchange Note or distributions that are required to be made to the Secured Parties or (ii) reduce the percentage of the Note Balance of the Notes required to consent to any amendment.

(d)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.   Promptly after the execution of an amendment, (i) the Administrator will deliver a copy of the amendment to the Rating Agencies and (ii) the Owner Trustee will notify the Indenture Trustee of the substance of the amendment or consent.

(e)Certificate of Amendment.  Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause the amendment to be filed with the Secretary of State of the State of Delaware.  The Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

(f)Amendment by Owner Trustee.  The Owner Trustee may enter into any amendment or certificate of amendment to the Certificate of Trust that affects the Owner Trustee’s own rights, powers and obligations under this Agreement.

(g)Opinions of Counsel.

(i)Before executing any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the holder of the Residual Interest will deliver to the Owner Trustee, an Opinion of Counsel stating that the execution of the amendment or certificate of amendment is authorized or permitted by this Agreement.

(ii)Before executing any amendment to this Agreement or any other Transaction Document to which the Issuer is a party, the holder of the Residual Interest will deliver to the Owner Trustee, an Opinion of Counsel stating that the amendment is permitted by the Transaction Documents and that all conditions in the Transaction Documents for the execution and delivery of the amendment by the Issuer or the Owner Trustee have been satisfied.

(h)Noteholder Consent.  For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.

Section 11.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.

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Section 11.3.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;

(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 will be addressed to the recipient at its address stated in Schedule A to the Indenture, which address the party may change by notifying the other party.

(c)Notices to Noteholders.  Notices to a Noteholder will be considered received by the Noteholder:

(i)for Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Noteholder at its address in the Note Register; and

(ii)for Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.

Section 11.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

Section 11.5.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 11.6.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 11.7.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 11.8.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 CREDIT AUTO LEASE TWO LLC,
	as Depositor
By:
	Name:
	Title:
,
	as Owner Trustee
By:
	Name:
	Title:

[Signature Page to Amended and Restated Trust Agreement]

Exhibit A

Form of Certificate of Trust of
Ford Credit Auto Lease Trust 20  -

This Certificate of Trust of FORD CREDIT AUTO LEASE TRUST 20  -   (the “Trust”) is being duly executed and filed by                , a                 , as owner trustee (the “Owner Trustee”), to form a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code, § 3801 et seq.) (the “Act”).

1.Name.  The name of the statutory trust formed hereby is “Ford Credit Auto Lease Trust 20  -  ”.

2.Owner Trustee.  The name and business address of the sole trustee of the Trust in the State of Delaware is                                                                                                                             .

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

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust according to Section 3811(a)(1) of the Act.

,
	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

A-1

EX-10.2

EXHIBIT 10.2

EXCHANGE NOTE PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Sponsor

and

FORD CREDIT AUTO LEASE TWO LLC,
acting for its series of
limited liability company interests designated as
the “20  -   Series”, as Depositor

Dated as of           , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II SALE AND PURCHASE OF PURCHASED PROPERTY		1
Section 2.1.	Sale of Purchased Property	1
Section 2.2.	Payment of Purchase Price; Delivery of 20  -   Exchange Note	2
Section 2.3.	Acknowledgement of Assignments and Servicing	2
Section 2.4.	Savings Clause	2
ARTICLE III REPRESENTATIONS AND WARRANTIES		3
Section 3.1.	Sponsor’s Representations and Warranties	3
Section 3.2.	Sponsor’s Representations and Warranties About Purchased Property and 20  -   Reference Pool	4
Section 3.3.	Sponsor’s Representations and Warranties About Each Lease and Leased Vehicle	5
Section 3.4.	Sponsor’s Reallocation of Leases and Leased Vehicles for Breach of Representations	7
Section 3.5.	Depositor’s Representations and Warranties	8
ARTICLE IV SPONSOR’S AGREEMENTS		9
Section 4.1.	Financing Statements	9
Section 4.2.	No Sale or Lien by Sponsor	9
Section 4.3.	Expenses	9
Section 4.4.	Review of Sponsor’s Records	9
ARTICLE V OTHER AGREEMENTS		10
Section 5.1.	Obligations Unaffected	10
Section 5.2.	No Petition	10
Section 5.3.	Limited Recourse	10
Section 5.4.	Obligations Under 20  -   Exchange Note	10
Section 5.5.	Termination	10
ARTICLE VI MISCELLANEOUS		11
Section 6.1.	Amendments	11
Section 6.2.	Benefit of Agreement; Third-Party Beneficiaries	11
Section 6.3.	Notices	11
Section 6.4.	GOVERNING LAW	12
Section 6.5.	Submission to Jurisdiction	12
Section 6.6.	WAIVER OF JURY TRIAL	12
Section 6.7.	No Waiver; Remedies	12
Section 6.8.	Severability	12
Section 6.9.	Headings	12
Section 6.10.	Counterparts	12

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EXCHANGE NOTE PURCHASE AGREEMENT, dated as of           , 20   (this “Agreement”), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Sponsor, and FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company interests designated as the “20  -   Series,” as Depositor.

BACKGROUND

Ford Credit makes loans to the Titling Companies under a Credit and Security Agreement to finance their acquisition of leases and leased vehicles originated by motor vehicle dealers.  Each Titling Company allocates the leases and leased vehicles to a separate series of limited liability company interests in the Titling Company designated as the “Collateral Specified Interest” and pledges them as Collateral to secure the Revolving Facility.

Ford Credit requested that a portion of the Revolving Facility Balance be exchanged for a note designated as the “20  -   Exchange Note” to be issued by the Titling Companies to Ford Credit under the Exchange Note Supplement and the Credit and Security Agreement.  Ford Credit and the Titling Companies designated the 20  -   Reference Pool for the 20  -   Exchange Note and allocated the Leases and Leased Vehicles from the Revolving Facility Pool to the 20  -   Reference Pool.

In connection with a securitization transaction sponsored by Ford Credit in which the Issuer will issue Notes secured by the 20  -   Exchange Note, Ford Credit has determined to sell the 20  -   Exchange Note to the Depositor, who will sell it to the Issuer.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.

ARTICLE II
SALE AND PURCHASE OF PURCHASED PROPERTY

Section 2.1.Sale of Purchased Property.  Effective on the Closing Date and immediately before the transactions under the Exchange Note Sale Agreement, the Trust Agreement and the Indenture, the Sponsor sells and assigns to the Depositor, without recourse (other than the Sponsor’s obligations under this Agreement), all of the Sponsor’s right, title and interest, whether

now owned or later acquired, in the Purchased Property.  This sale and assignment does not, and is not intended to, include any obligation of the Sponsor to the Titling Companies, the Lessees, the Dealers or any other Person relating to the 20  -   Reference Pool and the other Purchased Property, and the Depositor does not assume any of these obligations.

Section 2.2.Payment of Purchase Price; Delivery of 20  -   Exchange Note.

(a)Payment of Purchase Price.  In consideration for the Purchased Property, the Depositor will pay to the Sponsor $                on the Closing Date.  The Depositor and the Sponsor each represents and warrants to the other that the amount paid by the Depositor on the Closing Date, together with the increase in the value of the Sponsor’s capital in the Depositor, is equal to the fair market value of the 20  -   Exchange Note and the other Purchased Property.

(b)Delivery of 20  -   Exchange Note.  On payment of the purchase price, the Sponsor will deliver to the Depositor the 20  -   Exchange Note, registered in the name of “Ford Motor Credit Company LLC” and duly endorsed by the Sponsor in blank.

Section 2.3.Acknowledgement of Assignments and Servicing.

(a)Further Assignments.  The Sponsor acknowledges that (i) under the Exchange Note Sale Agreement, the Depositor will sell and assign all of its right, title and interest in the Purchased Property and its rights under this Agreement to the Issuer and (ii) under the Indenture, the Issuer will assign and pledge the Purchased Property and related property and rights to the Indenture Trustee for the benefit of the Secured Parties.

(b)Servicing.  The Depositor acknowledges the engagement of Ford Credit as Servicer of the Leases and Leased Vehicles in the 20  -   Reference Pool under the Servicing Supplement and the Servicing Agreement.

Section 2.4.Savings Clause.  The Sponsor and the Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Purchased Property, conveying good title to the Purchased Property free and clear of any Lien other than Permitted Liens, from the Sponsor to the Depositor.  The Sponsor and the Depositor intend that the Purchased Property not be a part of the Sponsor’s estate if there is a bankruptcy or insolvency of the Sponsor.  If, despite the intent of the Sponsor and the Depositor, the transfer of the Purchased Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Sponsor Grants to the Depositor a security interest in the Sponsor’s right, title and interest in the Purchased Property to secure a loan in an amount equal to all amounts payable by the Sponsor under this Agreement, all amounts payable as principal or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents.  In that case, this Agreement will be a security agreement and the Depositor will have the rights and remedies of a secured party and creditor under the UCC.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1.Sponsor’s Representations and Warranties.  The Sponsor makes the following representations and warranties on which the Depositor is relying in purchasing the Purchased Property.  The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Purchased Property by Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the Exchange Note Sale Agreement and the pledge of the Purchased Property by the Issuer to the Indenture Trustee under the Indenture:

(a)Organization and Qualification.  The Sponsor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Sponsor 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 Sponsor’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Sponsor has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Sponsor has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, 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 Sponsor is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Sponsor’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 the Sponsor’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Sponsor’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 Sponsor or its properties that applies to the Sponsor, which, in each case, would reasonably be expected to have a material adverse effect on the Sponsor’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Sponsor’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 Sponsor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Sponsor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Sponsor, the performance by the Sponsor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

(e)Not an Investment Company.  The Sponsor is not required to be registered as an “investment company” under the Investment Company Act.

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Section 3.2.Sponsor’s Representations and Warranties About Purchased Property and 20  -   Reference Pool.  The Sponsor makes the following representations and warranties about the Purchased Property and the 20  -   Reference Pool on which the Depositor is relying in purchasing the Purchased Property.  The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Purchased Property by Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the Exchange Note Sale Agreement and the pledge of the Purchased Property by the Issuer to the Indenture Trustee under the Indenture:

(a)Enforceability of 20  -   Exchange Note.  The 20  -   Exchange Note has been duly executed, issued, authenticated and delivered and is the valid and binding obligation of the Borrowers entitled to the benefits of the Exchange Note Supplement and the Credit and Security Agreement.

(b)Valid Sale.  This Agreement evidences a valid sale and assignment of the Purchased Property from the Sponsor to the Depositor, enforceable against creditors of and purchasers from the Sponsor.

(c)Good Title to Purchased Property.  Immediately before the sale and assignment under this Agreement, the Sponsor has good and marketable title to the Purchased Property free and clear of any Lien other than Permitted Liens and, immediately after the sale and assignment under this Agreement, the Depositor will have good and marketable title to the Purchased Property, free and clear of any Lien other than Permitted Liens.

(d)Security Interest in Purchased Property.

(i)This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of the Depositor, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the Sponsor.

(ii)All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and security interest in the Purchased Property, to give the Issuer a first priority, validly perfected ownership and security interest in the Sold Property and to give the Indenture Trustee a first priority perfected security interest in the Collateral, will be made within ten days after the Closing Date.

(iii)All financing statements filed or to be filed against the Sponsor in favor of the Depositor describing the Purchased Property sold under this Agreement will contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee.”

(iv)The Sponsor has not authorized the filing of and is not aware of any financing statements against the Sponsor that include a description of collateral covering any Purchased Property other than the financing statements relating to the security interest Granted to the Depositor under this Agreement, by the Depositor to the Issuer under the Exchange Note Sale Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated.

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(e)Good Title to 20  -   Reference Pool.  The applicable Titling Company has good title, or the Servicer has started procedures that will result in good title, to the Leases and Leased Vehicles in the 20  -   Reference Pool, free and clear of Liens other than Permitted Liens.

(f)Selection Procedures.  The Sponsor did not use selection procedures believed to be adverse to the 20  -   Exchange Noteholder in selecting the Leases and Leased Vehicles in the 20  -   Reference Pool from the Revolving Facility Pool.

(g)Schedule of Leases and Leased Vehicles.  The Schedule of Leases contains an accurate and complete list of unique asset identifying numbers for the Leases in the 20  -   Reference Pool.

Section 3.3.Sponsor’s Representations and Warranties About Each Lease and Leased Vehicle.  The Sponsor makes the following representations and warranties about each Lease and Leased Vehicle in the 20  -   Reference Pool on which the Depositor is relying in purchasing the 20  -    Exchange Note.  The representations and warranties are made as of the Closing Date or other dates stated and will survive the sale and assignment of the 20  -   Exchange Note by Ford Credit to the Depositor under this Agreement and by the Depositor to the Issuer under the Exchange Note Sale Agreement and the pledge of the 20  -   Exchange Note by the Issuer to the Indenture Trustee under the Indenture.

(a)Origination of Leases.  The Lease was originated by a Dealer in the United States and has a garaging location in an Eligible State.  The Lease was originated by a Dealer for the retail lease of a Leased Vehicle in the ordinary course of the Dealer’s business.  The Lease was signed by the parties to the Lease.  The Lease was purchased by a Titling Company qualified to hold the Lease and the related Leased Vehicle and was validly assigned by the Dealer to that Titling Company.

(b)New Vehicle.  The Leased Vehicle was a new car, light truck or utility vehicle according to the Underwriting Procedures at the beginning of the related Lease.

(c)Monthly Payments.  The Lease (if not an Advance Payment Plan Lease) provides for monthly payments in U.S. dollars in an amount equal to the sum of (i) a level scheduled payment that provides a fixed internal rate of return and amortizes the Adjusted Capitalized Cost stated in the Lease to the Contract Residual Value of the related Leased Vehicle over the term of the Lease, plus (ii) other fees and taxes on the Lease.

(d)Certificate of Title.  The Leased Vehicle was titled, or the Servicer has started procedures that will result in the Leased Vehicle being titled in a manner acceptable to the relevant governmental authority.

(e)No Government Lessee.  The Lease is not an obligation of the United States or a State or local government or of an agency, department, instrumentality or political subdivision of the United States or a State or local government.

(f)No Commercial Lease.  The Lease is not a commercial lease contract, master lease contract or fleet vehicle lease contract, but the Lease may have been entered by a business entity and the Leased Vehicle may be used for commercial purposes.

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(g)Insurance.  The Lease requires the Lessee to have physical damage insurance covering the Leased Vehicle.

(h)Compliance with Underwriting Procedures.  The Lease was underwritten according to the Underwriting Procedures in all material respects.

(i)Valid Assignment.  The Lease was originated in, and is subject to the laws of, a jurisdiction which permits the sale and assignment of the Lease and the related Leased Vehicle to the Titling Company.  The terms of the Lease do not limit the right of the owner of the Lease to sell and assign the Lease.

(j)Compliance with Law.  At the time it was originated, the Lease complied in all material respects with all requirements of law in effect at the time.

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

(l)Security Interest in Leased Vehicle.  The Collateral Agent has, or the Servicer has started procedures that will result in the Collateral Agent having, a perfected, first-priority security interest in the Leased Vehicle, which security interest was validly created.

(m)Good Title to Lease and Leased Vehicle.  The applicable Titling Company has good title, or the Servicer has started procedures that will result in good title, to the Lease and Leased Vehicle, free and clear of Liens other than Permitted Liens.

(n)Chattel Paper.  The Lease is either “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC and there is only one original authenticated copy of the Lease.

(o)Servicing.  The Lease was serviced in compliance with law and the Servicing Procedures in all material respects from the time it was originated to the Cutoff Date.

(p)No Bankruptcy.  As of the Cutoff Date, the Sponsor’s receivables systems do not indicate that the Lessee on the Lease is a debtor in a bankruptcy proceeding.

(q)Leases in Force.  As of the Cutoff Date, neither the Sponsor’s receivables systems nor the Lease File indicate that the Lease (i) was a Terminating Lease or a Closed Lease or (ii) was satisfied, subordinated, rescinded, cancelled or terminated.

(r)No Amendments or Modifications.  No material term of the Lease has been affirmatively amended or modified (other than the assessment of a security deposit or a Payment Extension Fee or the payment of any other amount that would be a Lease Administration Amount, or a default relating to failure by the related Lessee to pay any such amount), except amendments and modifications indicated in the Sponsor’s receivables systems or in the Lease File.

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(s)No Extensions.  As of the Cutoff Date, the Lease was not amended to extend the due date for any payment, other than Payment Extensions totaling no more than three months, as recorded in the Sponsor’s receivables systems and in the Lease File.

(t)No Defenses.  There is no right of rescission, setoff, counterclaim or defense asserted or threatened against the Lease indicated in the Sponsor’s receivables systems or in the Lease File.

(u)No Payment Default.  Except for a payment that is not more than 30 days Delinquent as of the Cutoff Date, no payment default exists on the Lease.

(v)Maturity of Leases.  The Lease has a Scheduled Lease End Date of not greater than [48] months from the date it was originated.

Section 3.4.Sponsor’s Reallocation of Leases and Leased Vehicles for Breach of Representations.

(a)Investigation of Breach.  If a Responsible Person of the Sponsor (i) has knowledge of a breach of a representation or warranty made in Section 3.3, (ii) receives notice from the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.3, (iii) receives a Reallocation Request from the Owner Trustee or the Indenture Trustee for a Lease and Leased Vehicle or (iv) receives a Review Report that indicates a Test Fail for a Lease and Leased Vehicle, then, in each case, the Sponsor will investigate the Lease and Leased Vehicle to confirm the breach and determine if the breach has a material adverse effect on the Lease and Leased Vehicle.  None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Lease and Leased Vehicle is required to be reallocated under this Section 3.4.

(b)Reallocation of Leases and Leased Vehicles; Payment of Administrative Reallocation Amount.  The Sponsor may, and if the breach has a material adverse effect on the Lease and Leased Vehicle will, reallocate the Lease and Leased Vehicle described in Section 3.4(a) to the Revolving Facility Pool by paying the Administrative Reallocation Amount on the Business Day before the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to the Collection Period in which the Sponsor has knowledge or receives notice of and confirms the breach or, at the Sponsor’s option, on or before the following Payment Date, unless the breach is cured in all material respects before that Payment Date.  If Ford Credit is the Servicer, the Sponsor may cause the Administrative Reallocation Amount to be paid according to Section 4.3(c) of the Servicing Supplement.

(c)Reallocation of Leases and Leased Vehicles.  When the Sponsor’s payment of the Administrative Reallocation Amount for a Lease and Leased Vehicle is included in Exchange Note Available Funds for a Payment Date, the Lease and Leased Vehicle will be deemed to have been reallocated to the Revolving Facility Pool, effective as of the last day of the Collection Period before the related Collection Period.  After the reallocation, the Sponsor will mark its receivables systems to indicate that the lease and leased vehicle is no longer a Lease and Leased Vehicle in the 20  -   Reference Pool.

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(d)Reallocation Sole Remedy.  The sole remedy for a breach of the Sponsor’s representations and warranties made in Section 3.3 is to require the Sponsor to reallocate the Lease and Leased Vehicle under this Section 3.4.  The Depositor will enforce the Sponsor’s reallocation obligation under this Section 3.4.

(e)Dispute Resolution.  The Sponsor agrees to be bound by the dispute resolution terms in Section 3.4 of the Exchange Note Sale Agreement as if they were part of this Agreement.

Section 3.5.Depositor’s Representations and Warranties.  The Depositor represents and warrants to the Sponsor as of the Closing Date:

(a)Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Depositor’s ability to perform its obligations under this Agreement.

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

(c)No Conflicts and No Violation.  The 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 Depositor is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Depositor’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than the Exchange Note Sale Agreement), (iii) violate the Depositor’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Depositor’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 Depositor or its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Depositor’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 Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

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(e)Not an Investment Company.  The Depositor is not required to be registered as an “investment company” under the Investment Company Act.

ARTICLE IV
SPONSOR’S AGREEMENTS

Section 4.1.Financing Statements.

(a)Filing of Financing Statements.  The Sponsor will file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to perfect the Depositor’s interest in the Purchased Property.  The Sponsor will promptly deliver to the Depositor file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

(b)Depositor Authorized to File Financing Statements.  The Sponsor authorizes the Depositor to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the Depositor may determine are necessary or advisable to perfect the Depositor’s interest in the Purchased Property.  The financing and continuation statements may describe the Purchased Property as the Depositor may reasonably determine to perfect the Depositor’s interest in the Purchased Property.  The Depositor will promptly deliver to the Sponsor file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

(c)Relocation of Sponsor.  The Sponsor will notify the Depositor at least ten days before a relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if it could require the filing of a new financing statement or an amendment to a previously filed financing statement under Section 9-307 of the UCC.  The Sponsor will promptly file new financing statements or amendments to all previously filed financing statements.  The Sponsor will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State.

(d)Change of Sponsor’s Name.  The Sponsor will notify the Depositor at least ten days before any change in the Sponsor’s name that could make a financing statement filed under this Section 4.1 seriously misleading under Section 9-506 of the UCC.  The Sponsor will promptly file amendments to all previously filed financing statements.

Section 4.2.No Sale or Lien by Sponsor.  Except for the sale and assignment under this Agreement, the Sponsor will not sell or assign any Purchased Property to another Person or Grant or allow a Lien on an interest in any Purchased Property.  The Sponsor will defend the Depositor’s interest in the Purchased Property against claims of third parties claiming through the Sponsor.

Section 4.3.Expenses.  The Sponsor will pay all expenses to perform its obligations under this Agreement and the Depositor’s reasonable expenses to perfect the Depositor’s interest in the Purchased Property and to enforce the Sponsor’s obligations under this Agreement.

Section 4.4.Review of Sponsor’s Records.  The Sponsor will maintain records and documents relating to the origination, underwriting and purchasing of the Leases and Leased Vehicles according to its customary business practices.  The Sponsor will give the Depositor

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access to the records and documents to conduct a review of the representations and warranties made by the Sponsor about the Leases and Leased Vehicles or in connection with any request or demand to reallocate a Lease and Leased Vehicle or any dispute resolution proceeding for a request or demand or any Review by the Asset Representations Reviewer.  Any access or review will be conducted at the Sponsor’s offices during its normal business hours at a time reasonably convenient to the Sponsor and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Sponsor’s confidentiality and privacy policies.

ARTICLE V
OTHER AGREEMENTS

Section 5.1.Obligations Unaffected.  Any invalidity, illegality or irregularity of a Lease or Leased Vehicle in the 20  -   Reference Pool will not affect the Sponsor’s obligations under this Agreement.

Section 5.2.No Petition.  The Sponsor 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 5.2 will survive the termination of this Agreement.

Section 5.3.Limited Recourse.  The Sponsor agrees that any claim that it may seek to enforce against the Depositor under this Agreement is limited to the Purchased Property only and is not a claim against the Depositor’s assets as a whole or against assets other than the Purchased Property.

Section 5.4.Obligations Under 20  -   Exchange Note.

(a)Borrowers Obligations.  The Borrowers’ obligations under the 20  -   Exchange Note and the other Purchased Property are solely the Borrower’s obligations and are not the Sponsor’s obligation or an interest in any of the Sponsor’s assets.  The Depositor acknowledges and agrees that it has no right, title or interest in any assets of the Sponsor for the payment of amounts due or for the performance of obligations under the 20  -   Exchange Note or the other Purchased Property, except for the performance of the Sponsor’s obligations in its capacity as the Servicer or the Administrator under the Transaction Documents.

(b)Subordination of Claims.  The Depositor acknowledges Section 9.4 of the Credit and Security Agreement regarding the subordination of claims against the Borrowers and agrees to be bound by it as an Exchange Noteholder.

Section 5.5.Termination.  This Agreement will terminate on the payment in full or cancellation of the 20  -   Exchange Note.

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ARTICLE VI
MISCELLANEOUS

Section 6.1.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, in each case, without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Depositor or the Sponsor delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 6.1(a)(ii), with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Depositor or the Sponsor will notify the Rating Agencies in advance of any amendment.   Promptly after the execution of an amendment, the Sponsor will deliver a copy of the amendment to the Indenture Trustee and the Rating Agencies.

Section 6.2.Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Issuer and the Indenture Trustee, for the benefit of the Secured Parties, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Sponsor.  No other Person will have any right or obligation under this Agreement.

Section 6.3.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;

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

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(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 Indenture, which address the party may change by notifying the other party.

Section 6.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 6.5.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 6.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 6.7.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 6.8.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 6.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 6.10.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:

FORD MOTOR CREDIT COMPANY LLC,
	as Sponsor
By:
	Name:
	Title:
FORD CREDIT AUTO LEASE TWO LLC,
	acting for its series of limited liability company interests designated as the “20  -   Series,” as Depositor
By:
	Name:
	Title:

[Signature Page to Exchange Note Purchase Agreement]

EX-10.3

EXHIBIT 10.3

EXCHANGE NOTE SALE AGREEMENT

between

FORD CREDIT AUTO LEASE TWO LLC,
acting for its series of
limited liability company interests designated as
the “20  -   Series”, as Depositor

and

FORD CREDIT AUTO LEASE TRUST 20  -  ,
as Issuer

Dated as of           , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II SALE AND PURCHASE OF SOLD PROPERTY		1
Section 2.1.	Sale of Sold Property	1
Section 2.2.	Payment for Sold Property; Delivery of 20  -   Exchange Note	2
Section 2.3.	Acknowledgement of Assignment and Servicing	2
Section 2.4.	Savings Clause	2
ARTICLE III REPRESENTATIONS AND WARRANTIES		2
Section 3.1.	Depositor’s Representations and Warranties	2
Section 3.2.	Depositor’s Representations and Warranties About Sold Property and 20  -   Reference Pool	3
Section 3.3.	Depositor’s Reallocation of Leases and Leased Vehicles for Breach of Representations	5
Section 3.4.	Dispute Resolution	6
Section 3.5.	Issuer’s Representations and Warranties	8
ARTICLE IV DEPOSITOR’S AGREEMENTS		9
Section 4.1.	Required Reserve Amount	9
Section 4.2.	Financing Statements	9
Section 4.3.	No Sale or Lien by Depositor	10
Section 4.4.	Expenses	10
ARTICLE V OTHER AGREEMENTS		10
Section 5.1.	Obligations Unaffected	10
Section 5.2.	No Petition	10
Section 5.3.	Limited Recourse	11
Section 5.4.	Obligations Under 20  -   Exchange Note	11
Section 5.5.	Limitation of Liability of Owner Trustee	11
Section 5.6.	Issuer Obligation	11
Section 5.7.	Termination	11
ARTICLE VI MISCELLANEOUS		11
Section 6.1.	Amendments	11
Section 6.2.	Benefit of Agreement; Third-Party Beneficiaries	12
Section 6.3.	Notices	12
Section 6.4.	GOVERNING LAW	12
Section 6.5.	Submission to Jurisdiction	12
Section 6.6.	WAIVER OF JURY TRIAL	13
Section 6.7.	No Waiver; Remedies	13
Section 6.8.	Severability	13
Section 6.9.	Headings	13
Section 6.10.	Counterparts	13

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EXCHANGE NOTE SALE AGREEMENT, dated as of           , 20   (this “Agreement”), between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company interests designated as the “20  -   Series,” as Depositor, and FORD CREDIT AUTO LEASE TRUST 20  -   , a Delaware statutory trust, as Issuer.

BACKGROUND

Ford Credit makes loans to the Titling Companies under a Credit and Security Agreement to finance their acquisition of leases and leased vehicles originated by motor vehicle dealers.  Each Titling Company allocates the leases and leased vehicles to a separate series of limited liability company interests in the Titling Company designated as the “Collateral Specified Interest” and pledges them as Collateral to secure the Revolving Facility.

Ford Credit requested that a portion of the Revolving Facility Balance be exchanged for a note designated as the “20  -   Exchange Note” to be issued by the Titling Companies to Ford Credit under the Exchange Note Supplement and the Credit and Security Agreement.  Ford Credit and the Titling Companies designated the 20  -   Reference Pool for the 20  -   Exchange Note and allocated the Leases and Leased Vehicles from the Revolving Facility Pool to the 20  -   Reference Pool.

In connection with a securitization transaction sponsored by Ford Credit in which the Issuer will issue Notes secured by the 20  -   Exchange Note, Ford Credit has sold the 20  -   Exchange Note to the Depositor, who will sell it to the Issuer.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.

ARTICLE II
SALE AND PURCHASE OF SOLD PROPERTY

Section 2.1.Sale of Sold Property.  Effective on the Closing Date and immediately after the transaction under the Exchange Note Purchase Agreement, and immediately before the transactions under the Trust Agreement and the Indenture, the Depositor sells and assigns to the Issuer, without recourse (other than the Depositor’s obligations under this Agreement), all of the

Depositor’s right, title and interest, whether now owned or later acquired, in the Sold Property.  This sale and assignment does not, and is not intended to, include any obligation of the Depositor to the Titling Companies, the Lessees, the Dealers or any other Person relating to the 20  -   Reference Pool and the other Sold Property, and the Issuer does not assume any obligations.

Section 2.2.Payment for Sold Property; Delivery of 20  -   Exchange Note.

(a)Payment for Sold Property.  In consideration for the Sold Property, the Issuer will transfer to the Depositor the Notes as payment for the 20  -   Exchange Note and the other Sold Property.

(b)Delivery of 20  -   Exchange Note.  On payment for the Sold Property, the Depositor will deliver to the Issuer the 20  -   Exchange Note, registered in the name of “Ford Motor Credit Company LLC” and duly endorsed by the Seller in blank.

Section 2.3.Acknowledgement of Assignment and Servicing.

(a)Further Assignment.  The Depositor acknowledges that, under the Indenture, the Issuer will assign and pledge the Sold Property and related property and rights to the Indenture Trustee for the benefit of the Secured Parties.

(b)Servicing.  The Issuer acknowledges the engagement of Ford Credit as Servicer of the Leases and Leased Vehicles in the 20  -   Reference Pool under the Servicing Supplement and the Servicing Agreement.

Section 2.4.Savings Clause.  The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer.  The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor’s estate if there is a bankruptcy or insolvency of the Depositor.  If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer a security interest in the Depositor’s right, title and interest in the Sold Property to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents.  In that case, this Agreement will be a security agreement and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1.Depositor’s Representations and Warranties.  The Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Sold Property.  The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

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(a)Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Depositor’s ability to perform its obligations under this Agreement.

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

(c)No Conflicts and No Violation.  The 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 Depositor is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Depositor’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 the Depositor’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the Depositor’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 Depositor or its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Depositor’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 Depositor or its properties (i) asserting the invalidity of  this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

(e)Not an Investment Company.  The Depositor is not required to be registered as an “investment company” under the Investment Company Act.

Section 3.2.Depositor’s Representations and Warranties About Sold Property and 20  -   Reference Pool.

(a)Representations and Warranties from Exchange Note Purchase Agreement.  Ford Credit made representations and warranties about the Leases and Leased Vehicles in the 20  -   Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor’s rights to these representations and warranties.  Under Section 2.1, the Depositor has sold to the Issuer the Depositor’s rights under the Exchange

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Note Purchase Agreement, including the right to require Ford Credit to reallocate any Leases and Leased Vehicles if there is a breach of Ford Credit’s representations and warranties.  In addition, the Depositor represents and warrants as of the Closing Date that the representations and warranties about the Leases and Leased Vehicles in the 20  -   Reference Pool in Section 3.3 of the Exchange Note Purchase Agreement are true and correct in all material respects.  The Issuer is relying on Ford Credit’s representations and warranties in the Exchange Note Purchase Agreement and on the Depositor’s representations and warranties in this Section 3.2(a) in purchasing the 20  -   Exchange Note, which representations and warranties will survive the sale and assignment of the 20  -   Exchange Note by the Depositor to the Issuer under this Agreement and the pledge of the 20  -   Exchange Note to the Indenture Trustee under the Indenture.

(b)Representations and Warranties About Sold Property and 20  -   Reference Pool.  The Depositor makes the following representations and warranties about the Sold Property and the 20  -   Reference Pool on which the Issuer is relying in purchasing the Sold Property.  The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture.

(i)Enforceability of 20  -   Exchange Note.  The 20  -   Exchange Note has been duly executed, issued, authenticated and delivered and is the valid and binding obligation of the Borrowers entitled to the benefits of the Exchange Note Supplement and the Credit and Security Agreement.

(ii)Valid Sale.  This Agreement evidences a valid sale and assignment of the Sold Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

(iii)Good Title to Sold Property.  Immediately before the sale and assignment under this Agreement, the Depositor has good and marketable title to the Sold Property free and clear of any Lien other than Permitted Liens and, immediately after the sale and assignment under this Agreement, the Issuer will have good and marketable title to the Sold Property, free and clear of any Lien other than Permitted Liens.

(iv)Security Interest in Sold Property.

(A)This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the Depositor.

(B)All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and security interest in the Purchased Property, to give the Issuer a first priority, validly perfected ownership and security interest in the Sold Property and to give the Indenture Trustee a first priority perfected security interest in the Collateral, will be made within ten days after the Closing Date.

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(C)All financing statements filed or to be filed against the Depositor in favor of the Issuer describing the Sold Property sold under this Agreement will contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee.”

(D)The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering any Sold Property other than the financing statements relating to the security interest Granted to the Depositor under the Exchange Note Purchase Agreement, by the Depositor to the Issuer under this Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated.

(v)Good Title to 20  -   Reference Pool.  The applicable Titling Company has good title, or the Servicer has started procedures that will result in good title, to the Leases and Leased Vehicles in the 20  -   Reference Pool, free and clear of Liens other than Permitted Liens.

Section 3.3.Depositor’s Reallocation of Leases and Leased Vehicles for Breach of Representations.

(a)Investigation of Breach.  If a Responsible Person of the Depositor (i) has knowledge of a breach of a representation or warranty made in Section 3.2(a), (ii) receives notice from the Issuer, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.2(a), (iii) receives a Reallocation Request from the Owner Trustee or the Indenture Trustee for a Lease and Leased Vehicle or (iv) receives a Review Report that indicates a Test Fail for a Lease and Leased Vehicle, then, in each case, the Depositor will investigate the Lease and Leased Vehicle to confirm the breach and determine if the breach has a material adverse effect on the Lease and Leased Vehicle.  None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Lease and Leased Vehicle is required to be reallocated under this Section 3.3.

(b)Reallocation of Leases and Leased Vehicles; Payment of Administrative Reallocation Amount.  The Depositor may, and if the breach has a material adverse effect on the Lease and Leased Vehicle will, reallocate the Lease and Leased Vehicle described in Section 3.3(a) to the Revolving Facility Pool by paying the Administrative Reallocation Amount on the Business Day before the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to the Collection Period in which the Depositor has knowledge or receives notice of and confirms the breach or, at the Depositor’s option, on or before the following Payment Date, unless the breach is cured in all material respects before that Payment Date.  If Ford Credit is the Servicer, the Depositor may cause the Administrative Reallocation Amount to be paid according to Section 4.3(c) of the Servicing Supplement.

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(c)Reallocation of Leases and Leased Vehicles.  When the Depositor’s payment of the Administrative Reallocation Amount for a Lease and Leased Vehicle is included in Exchange Note Available Funds for a Payment Date, the Lease and Leased Vehicle will be deemed to have been reallocated to the Revolving Facility Pool, effective as of the last day of the Collection Period before the related Collection Period.  After the reallocation, the Sponsor will mark its receivables systems to indicate that the lease and leased vehicle is no longer a Lease and Leased Vehicle in the 20  -   Reference Pool.

(d)Reallocation Sole Remedy.  The sole remedy for a breach of the Depositor’s representations and warranties made in Section 3.2(a) is (i) to require the Depositor to reallocate the Lease and Leased Vehicle under this Section 3.3 or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to reallocate the Lease and Leased Vehicle under Section 3.4 of the Exchange Note Purchase Agreement.

Section 3.4.Dispute Resolution.

(a)Referral to Dispute Resolution.  If the Issuer, the Owner Trustee, the Indenture Trustee or a Noteholder (the “Requesting Party”) requests that the Depositor and/or the Sponsor reallocate a Lease and related Leased Vehicle due to an alleged breach of a representation and warranty in Section 3.2(a) or in Section 3.4 of the Exchange Note Purchase Agreement (each, a “Reallocation Request”), and the Reallocation Request has not been resolved within 180 days after the Depositor or the Sponsor receives the Reallocation Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  However, if the Lease subject to a Reallocation Request was part of a Review and the Review Report showed no Test Fails for the Lease, the Reallocation Request for the Lease and Leased Vehicle will be deemed to be resolved.  The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period.  The Depositor and the Sponsor agree to participate in the dispute resolution method selected by the Requesting Party.

(b)Mediation.  If the Requesting Party selects mediation for dispute resolution:

(i)The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 3.4, the procedures in this Section 3.4 will control.

(ii)A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii)The mediation will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation.

(iv)Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

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(v)If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this Section 3.4.

(c)Arbitration.  If the Requesting Party selects arbitration for dispute resolution:

(i)The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.4, the procedures in this Section 3.4 will control.

(ii)A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination.  The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)The arbitrator will make its final determination no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under

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federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)Additional Conditions.  For each mediation or arbitration:

(i)Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Depositor or the Sponsor.  Any party or witness may participate by teleconference or video conference.

(ii)The Depositor, the Sponsor and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)Neither the Depositor nor the Sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings , the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding, will be confidential, privileged and inadmissible for any purpose in any mediation, arbitration, litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.4), except as required by law, regulatory requirement or court order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Section 3.5.Issuer’s Representations and Warranties.  The Issuer represents and warrants to the Depositor as of the Closing Date:

(a)Organization and Qualification.  The Issuer is duly formed and validly existing as a statutory trust in good standing under the laws of the State of Delaware.  The Issuer is qualified as a foreign statutory trust 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 Issuer’s ability to perform its obligations under this Agreement.

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

(c)No Conflicts and No Violation.  The 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 Issuer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Issuer’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than the Indenture), (iii) violate the Trust Agreement or (iv) violate a law or, to the Issuer’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 Issuer or its properties that applies to the Issuer, which, in each case, would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Issuer’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 Depositor or its properties (i) asserting the invalidity this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Issuer, the performance by the Issuer of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

(e)Not an Investment Company.  The Issuer is not required to be registered as an “investment company” under the Investment Company Act.

ARTICLE IV
DEPOSITOR’S AGREEMENTS

Section 4.1.Required Reserve Amount.  On the Closing Date, the Depositor will deposit, or cause to be deposited, the Required Reserve Amount in the Reserve Account from the net proceeds of the sale of the Notes.

Section 4.2.Financing Statements.

(a)Filing of Financing Statements.  The Depositor will file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to perfect the Issuer’s interest in the Sold Property.  The Depositor will promptly deliver to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

(b)Issuer and Indenture Trustee Authorized to File Financing Statements.  The Depositor authorizes the Issuer and the Indenture Trustee to file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices as the

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Issuer or the Indenture Trustee may determine are necessary or advisable to perfect the Issuer’s interest in the Sold Property.  The financing and continuation statements may describe the Sold Property as the Issuer or the Indenture Trustee may reasonably determine to perfect the Issuer’s interest in the Sold Property.  The Issuer or the Indenture Trustee will promptly deliver to the Depositor file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

(c)Relocation of Depositor.  The Depositor will notify the Owner Trustee and the Indenture Trustee at least ten days before a relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if it could require the filing of a new financing statement or an amendment to a previously filed financing statement under Section 9-307 of the UCC.  The Depositor will promptly file new financing statements or amendments to all previously filed financing statements.  The Depositor will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State.

(d)Change of Depositor’s Name.  The Depositor will notify the Owner Trustee and the Indenture Trustee at least ten days before any change in the Depositor’s name that could make a financing statement filed under this Section 4.2 seriously misleading under Section 9-506 of the UCC.  The Depositor will promptly file amendments to all previously filed financing statements.

Section 4.3.No Sale or Lien by Depositor.  Except for the sale and assignment under this Agreement, the Depositor will not sell or assign any Sold Property to another Person, or Grant or allow a Lien on an interest in any Sold Property.  The Depositor will defend the Issuer’s interest in the Sold Property against claims of third parties claiming through the Depositor.

Section 4.4.Expenses.  The Depositor will pay the costs and expenses to perform its obligations under this Agreement and the Issuer and the Indenture Trustee’s reasonable expenses to perfect the Issuer’s interest in the Sold Property and to enforce the Depositor’s obligations under this Agreement.

ARTICLE V
OTHER AGREEMENTS

Section 5.1.Obligations Unaffected.  Any invalidity, illegality or irregularity of a Lease or Leased Vehicle in the 20  -   Reference Pool will not affect the Depositor’s obligations under this Agreement.

Section 5.2.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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 5.2 will survive the termination of this Agreement.

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Section 5.3.Limited Recourse.  Each party agrees that any claim that it may seek to enforce against the other party under this Agreement is limited to the Sold Property only and is not a claim against the other party’s assets as a whole or against assets other than the Sold Property.

Section 5.4.Obligations Under 20  -   Exchange Note.

(a)Borrowers Obligations.  The Borrowers’ obligations under the 20  -   Exchange Note and the other Sold Property are solely the Borrowers’ obligations and are not the Depositor’s obligation or an interest in any of the Depositor’s assets.  The Issuer acknowledges and agrees that it has no right, title or interest in any assets of the Depositor for the payment of amounts due or for the performance of obligations under the 20  -   Exchange Note or the other Sold Property.

(b)Subordination of Claims.  The Issuer acknowledges Section 9.4 of the Credit and Security Agreement regarding the subordination of claims against the Borrowers and agrees to be bound by it as an Exchange Noteholder.

Section 5.5.Limitation of Liability of Owner Trustee.  This Agreement has been signed on behalf of the Issuer by                                       not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will                                     in its individual capacity or a beneficial owner of the Issuer be liable for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.

Section 5.6.Issuer Obligation.  No recourse may be taken, directly or indirectly, for the obligations of the Issuer or the Owner Trustee under this Agreement or a document delivered under this Agreement, against (a) the Owner Trustee in its individual capacity, (b) any holder of a beneficial interest in the Issuer, (c) any partner, owner, beneficiary, officer, director, employee or agent of the Owner Trustee, in its individual capacity or (d) any holder of a beneficial interest in the Owner Trustee, in its individual capacity, except as that Person may have expressly agreed.

Section 5.7.Termination.  This Agreement will terminate on the payment in full or cancellation of the 20  -   Exchange Note.

ARTICLE VI
MISCELLANEOUS

Section 6.1.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, in each case, without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Depositor delivers an Officer’s

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Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 6.1(a)(ii), with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Depositor or the Issuer will notify the Rating Agencies in advance of any amendment.   Promptly after the execution of an amendment, the Depositor will deliver a copy of the amendment to the Indenture Trustee and the Rating Agencies.

Section 6.2.Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Indenture Trustee, for the benefit of the Secured Parties, will be a third-party beneficiary of this Agreement and may enforce this Agreement against the Depositor.  No other Person will have any right or obligation under this Agreement.

Section 6.3.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;

(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 Indenture, which address the party may change by notifying the other party.

Section 6.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 6.5.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

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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 6.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 6.7.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 6.8.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 6.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 6.10.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:

FORD CREDIT AUTO LEASE TWO LLC,
	acting for its series of limited liability company interests designated as the “20  -   Series,” as Depositor
By:
	Name:
	Title:
FORD CREDIT AUTO LEASE TRUST 20  -  ,
	as Issuer
By:	, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

[Signature Page to Exchange Note Sale Agreement]

EX-10.4

Exhibit 10.4

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

17

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

18

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

19

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

20

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

21

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.

22

(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;

23

(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

24

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-10.5

EXHIBIT 10.5

20  -   SERVICING SUPPLEMENT

to the

SECOND AMENDED AND RESTATED
SERVICING AGREEMENT

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

among

FORD MOTOR CREDIT COMPANY LLC,
as Servicer for the Collateral Specified Interests
and the 20  -   Reference Pool 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          , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
Section 1.1.		Usage and Definitions	1
ARTICLE II 20  -   REFERENCE POOL			1
Section 2.1.		Acknowledgment	1
ARTICLE III SERVICING OF LEASES AND LEASED VEHICLES			2
Section 3.1.		Engagement	2
Section 3.2.		Collection of Payments; Extensions and Amendments	2
Section 3.3.		Servicer’s Reallocation of Leases and Leased Vehicles	2
Section 3.4.		Servicer Reports and Compliance Statements	3
Section 3.5.		Notices Under Servicing Agreement	4
Section 3.6.		Sarbanes-Oxley Certificates	4
Section 3.7.		Securities and Exchange Commission Filings	5
Section 3.8.		Review of Servicer’s Records	5
Section 3.9.		Servicer’s Authorized and Responsible Persons	5
Section 3.10.		Servicer’s Fees	5
Section 3.11.		Servicer’s Expenses	6
ARTICLE IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS			6
Section 4.1.		Bank Accounts	6
Section 4.2.		Investment of Funds in Bank Accounts	7
Section 4.3.		Deposits and Payments	8
Section 4.4.		[Advances]	9
Section 4.5.		[Payment of Advances]	10
Section 4.6.		Reserve Account Draw Amount	10
Section 4.7.		Direction to Indenture Trustee for Distributions	10
ARTICLE V SERVICER			10
Section 5.1.		Servicer’s Representations and Warranties	10
Section 5.2.		Indemnities of Servicer	10
Section 5.3.		Reference Pool Servicer Termination Events	11
Section 5.4.		Servicer May Own Exchange Note and Notes	11
ARTICLE VI TERMINATION			12
Section 6.1.		Clean-Up Call	12
Section 6.2.		Termination of Servicing Supplement	12
ARTICLE VII OTHER AGREEMENTS			12
Section 7.1.		No Petition	12
Section 7.2.		Conflict with Servicing Agreement	12
ARTICLE VIII MISCELLANEOUS			13
Section 8.1.		Amendments	13
Section 8.2.		Benefit of Agreement; Third-Party Beneficiaries	13
Section 8.3.		GOVERNING LAW	13
Section 8.4.		Severability	13
Section 8.5.		Headings	13
Section 8.6.		Counterparts	13
Exhibit A	Form of Monthly Investor Report		EA-1

i

20  -   SERVICING SUPPLEMENT, dated as of        , 20   (this “Supplement”), to the Second Amended and Restated Servicing Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “Servicing Agreement”), among FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer for the Collateral Specified Interests and the 20  -   Reference Pool and as Lender under the Credit and Security Agreement, 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, as Collateral Agent.

BACKGROUND

The Borrowers and the Lender have determined to issue the 20  -   Exchange Note and to designate the 20  -   Reference Pool under the Credit and Security Agreement and the Exchange Note Supplement.

The parties have determined to enter into this Supplement according to Section 2.3 of the Servicing Agreement to acknowledge the designation of the 20  -   Reference Pool and identify the additional obligations required of the Servicer for the 20  -   Reference Pool and the 20  -   Exchange Note.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.           Usage and Definitions.  Capitalized terms used but not defined in this Supplement are defined in Appendix 1 to the 20  -   Exchange Note Supplement, dated as of          , 20   (the “Exchange Note Supplement”), 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 CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, the Collateral Agent and Ford Credit, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Supplement.  Appendix 1 and Appendix A are incorporated by reference into this Supplement.

ARTICLE II
20  -   REFERENCE POOL

Section 2.1.           Acknowledgment.  The parties acknowledge that the Leases and Leased Vehicles listed in Schedule A to the Exchange Note Supplement have been allocated to the Reference Pool designated as the “20  -   Reference Pool” under the Exchange Note Supplement.  References in this Supplement or in any other Transaction Document to “Leases” and “Leased Vehicle” will be to the Leases and Leased Vehicles, respectively, then allocated to the 20  -   Reference Pool, unless the context otherwise requires.

ARTICLE III
SERVICING OF LEASES AND LEASED VEHICLES

Section 3.1.           Engagement.  Each party agrees that the Servicer under the Servicing Agreement is also engaged as Servicer under this Supplement for the 20  -   Reference Pool and the 20  -   Exchange Note and will act as agent of each Titling Company in the management and control of the Leases and Leased Vehicles and for all other purposes in this Supplement and the Servicing Agreement, and Ford Credit accepts the engagement.

Section 3.2.           Collection of Payments; Extensions and Amendments.  The Servicer will use reasonable efforts to collect all payments due under each Lease in the 20  -   Reference Pool. The Servicer may waive late payment charges or other fees that may be collected in the ordinary course of servicing a Lease.  The Servicer may grant extensions, refunds, rebates or adjustments on a Lease or amend a Lease according to the Servicing Procedures.  However, if the Servicer (a) grants a Payment Extension or Term Extension on a Lease in the 20  -   Reference Pool resulting in the final payment date of the Lease being later than the Final Scheduled Payment Date of the most junior Class of Notes issued by the Issuer or (b) modifies the amount of the Base Payment due on a Lease, it will reallocate the Lease and the related Leased Vehicle to the Revolving Facility Pool under Section 3.3, unless it is required to take the action by law or court order.

Section 3.3.           Servicer’s Reallocation of Leases and Leased Vehicles.

(a)           Reallocation for Servicer Modifications.  If an extension or modification of a Lease and Leased Vehicle is made that requires them to be reallocated under Section 3.2, the Servicer will reallocate the Lease and Leased Vehicle to the Revolving Facility Pool.

(b)           Reallocation for Breach of Servicer’s Obligations.  If a Responsible Person of the Servicer has knowledge, or receives notice from the Collateral Agent, the Depositor, the 20  -   Exchange Noteholder, the Owner Trustee or the Indenture Trustee, of a breach of the Servicer’s obligations in Section 3.3(e) or (f) of the Servicing Agreement that has a material adverse effect on a Lease or Leased Vehicle, the Servicer will reallocate the Lease and Leased Vehicle to the Revolving Facility Pool.

(c)           Reallocation for System Limitation or Inability to Service.  If the Servicer, in its sole discretion, determines that as a result of a receivables systems error or receivables systems limitation or for any other reason the Servicer is unable to service a Lease according to the Servicing Procedures and the terms of this Supplement and the Servicing Agreement, the Servicer may reallocate the Lease and Leased Vehicle to the Revolving Facility Pool.

(d)           Reallocation for Disaster Extension Offers.  If the Servicer offers Payment Extensions to Lessees located in a major disaster area as declared by the Federal Emergency Management Agency before the Closing Date and a Lessee accepts the offered Payment Extensions which results in the related Lease being extended for a total of more than three months, the Servicer will reallocate the related Lease and Leased Vehicle to the Revolving Facility Pool.

(e)           Reallocation of Leases and Leased Vehicles; Payment of Administrative Reallocation Amount.  For any reallocation of a Lease and Leased Vehicle by the Servicer under this Section 3.3, the Servicer will reallocate the Lease and Leased Vehicle by paying the

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Administrative Reallocation Amount on the Business Day before the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to the Collection Period in which the Servicer made the extension or modification on the Lease, has knowledge or receives notice of the breach or determines the need for reallocation or, at the Servicer’s option, on or before the following Payment Date, unless the breach is cured in all material respects before that Payment Date.  If Ford Credit is the Servicer, it may pay any Administrative Reallocation Amounts according to Section 4.3(c).

(f)            Reallocation of Leases and Leased Vehicles.  When the Servicer’s payment of the Administrative Reallocation Amount for a Lease and Leased Vehicle is included in Exchange Note Available Funds for a Payment Date, the Lease and Leased Vehicle will be deemed to have been reallocated to the Revolving Facility Pool, effective as of the last day of the Collection Period before the related Collection Period.  After the reallocation, the Servicer will mark its receivables systems to indicate that the lease and leased vehicle is no longer a Lease and Leased Vehicle in the 20  -   Reference Pool.

(g)           No Obligation to Investigate.  None of the Servicer, the Collateral Agent, the Issuer, the Owner Trustee, the Indenture Trustee, the Sponsor, the Depositor or the Administrator will be obligated to investigate whether a breach or other event has occurred that would require the reallocation of any Lease and Leased Vehicle under this Section 3.3 or whether any Lease and Leased Vehicle is required to be reallocated under this Section 3.3.

(h)           Reallocation is Sole Remedy.  The sole remedy of the Collateral Agent, the Depositor, the 20  -   Exchange Noteholder, the Owner Trustee, the Indenture Trustee and the Secured Parties for the occurrence of a condition stated in Section 3.2 or a breach of the covenants made by the Servicer in Section 3.3(e) or (f) of the Servicing Agreement is the Servicer’s reallocation of the Lease and the Leased Vehicle to the Revolving Facility Pool under this Section 3.3.

Section 3.4.           Servicer Reports and Compliance Statements.

(a)           Monthly Investor Report.  At least two Business Days before each Payment Date, the Servicer will deliver to the Depositor, the Issuer, the Indenture Trustee, the Note Paying Agent, the Administrator and the Rating Agencies a servicing report substantially in the form of Exhibit A (the “Monthly Investor Report”) for that Payment Date and the related Collection Period.  A Responsible Person of the Servicer will certify that the information in the Monthly Investor Report is accurate in all material respects.

(b)           Annual Statement of Compliance.  The Servicer will deliver to the Depositor, the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies within 90 days after the end of each year, starting with the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Servicer, stating that (i) a review of the Servicer’s activities during the prior year and of its performance under this Supplement and the Servicing Agreement has been made under the Responsible Person’s supervision and (ii) to the Responsible Person’s knowledge, based on the review, the Servicer has fulfilled in all material respects all of its obligations under this Supplement and the Servicing Agreement throughout the prior year or, if there has been a failure to fulfill any obligation in any material respect, stating each failure known to the

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Responsible Person and the nature and status of the failure.  A copy of this Officer’s Certificate may be obtained by any Noteholder or Note Owner by request to the Indenture Trustee.

(c)           Report on Assessment of Compliance with Servicing Criteria and Attestation.  The Servicer will:

(i)           deliver to the Depositor, the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies, a report on its assessment of compliance with the minimum servicing criteria during the prior year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; and

(ii)          cause a firm of registered public accountants to deliver an attestation report on the assessment of compliance with the minimum servicing criteria that (A) satisfies the requirements of Rule 13a-18 or 15d-18 under the Exchange Act, as applicable, (B) complies with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and (C) indicates that the firm is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

These reports will be delivered within 90 days after the end of each year, starting in the year after the Closing Date.  A copy of these reports may be obtained by any Noteholder or Note Owner by a request to the Indenture Trustee.

(d)           Termination of Reporting Obligation.  The Servicer’s obligation to deliver or cause the delivery of reports under this Section 3.4 will terminate on payment in full of the Notes.

Section 3.5.           Notices Under Servicing Agreement.

(a)           Notices and Certificates Under Servicing Agreement.  The Servicer will deliver each notice or certificate received by it or delivered by it under the Servicing Agreement relating to this Supplement or the 20  -   Reference Pool to the Issuer, the Indenture Trustee and the Administrator within five Business Days of receipt or delivery by the Servicer.

(b)           Notice of Merger or Consolidation.  The Servicer will notify the Exchange Noteholder and the Rating Agencies of any merger, consolidation, succession or assignment under Section 7.7 of the Servicing Agreement.

(c)           Notice of Reference Pool Servicer Termination Event.  The Servicer will notify the Depositor, the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies of any Reference Pool Servicer Termination Event for the 20  -   Reference Pool or any event that with the giving of notice or lapse of time, or both, would become a Reference Pool Servicer Termination Event for the 20  -   Reference Pool, no later than five Business Days after a Responsible Person of the Servicer has knowledge of the event.

Section 3.6.           Sarbanes-Oxley Certificates.  If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer under the Sarbanes-Oxley Act of 2002.

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Section 3.7.           Securities and Exchange Commission Filings.  To the extent permitted by law, the Servicer is authorized to execute and, on the request of the Issuer or the Administrator, will execute and file, on behalf of the Issuer, any Securities and Exchange Commission filings required to be filed by the Issuer under Section 7.3 of the Indenture.

Section 3.8.           Review of Servicer’s Records.  The Servicer will maintain records and documents relating to its performance under this Supplement and the Servicing Agreement according to its customary business practices.  On reasonable request not more than once during any year, the Servicer will give the Issuer, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee (or their representatives) access to the records and documents to conduct a review of the Servicer’s performance under this Supplement and the Servicing 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.

Section 3.9.           Servicer’s Authorized and Responsible Persons.  On or before the Closing Date, the Servicer will notify the Indenture Trustee and the Owner Trustee of each Person who (a) will be authorized to give instructions and directions to the Indenture Trustee and the Owner Trustee on behalf of the Servicer and (b) is a Responsible Person for the Servicer.  The Servicer may change such Persons by notifying the Indenture Trustee and the Owner Trustee.

Section 3.10.         Servicer’s Fees.

(a)           Reference Pool Servicing Fee.  As compensation for performing its obligations under the Servicing Agreement and this Supplement relating to the 20  -   Reference Pool, the Servicer will be paid the Reference Pool Servicing Fee.

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

(ii)          The Reference Pool Servicing Fee will be payable solely from, and the right of the Servicer to receive the Reference Pool Servicing Fee will be limited in recourse to, the 20  -   Collections and other amounts applied to the payment of that fee under the Exchange Note Supplement.

(b)           Lease Administration Amounts.  As additional compensation for performing its obligations under the Servicing Agreement and this Supplement and as reimbursement for costs and expenses incurred in performing its obligations, the Servicer will be entitled to retain for its own account Lease Administration Amounts (or to withdraw and retain Lease Administrative Amounts that nevertheless have been deposited in the Exchange Note Collection Account).  Lease Administration Amounts are the property of the Servicer.

(c)           Administration Fee.  As compensation for the performance of its obligations under the Servicing Agreement and this Supplement relating to the servicing of the 20  -   Exchange

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Note, the Servicer will be entitled to the Administration Fee, payable according to the Exchange Note Supplement.

Section 3.11.         Servicer’s Expenses.  If Ford Credit is the Servicer, it may retain for its own account 20  -   Collections to the extent of reimbursable amounts under Section 3.8 of the Servicing Agreement for the 20  -   Reference Pool.

ARTICLE IV
ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS

Section 4.1.           Bank Accounts

(a)           Establishment of Bank Accounts.  On or before the Exchange Note Issuance Date, the Servicer will establish the following segregated trust accounts at a Qualified Institution (initially the corporate trust department of                 ), each in the name “                    , as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 20  -  ”, to be designated as follows:

(i)            “Exchange Note Collection Account” with account number       ;

(ii)           “Collection Account” with account number       ; and

(iii)          “Reserve Account” with account number       .

(b)           Control of the Bank Accounts.  Each of the Bank Accounts will be under the control of the Indenture Trustee so long as the Bank Accounts remain subject to the Lien of the Indenture, except that the Servicer may make deposits to and direct the Indenture Trustee to make deposits to or withdrawals from the Bank Accounts according to the Transaction Documents.  The Servicer may direct the Indenture Trustee to withdraw from the Exchange Note Collection Account and pay to the Servicer or as directed by the Servicer amounts that are not Exchange Note Available Funds for a Collection Period or that were deposited in the Exchange Note Collection Account in error.  Following the payment in full of the Notes and the release of the Bank Accounts from the Lien of the Indenture, the Exchange Note Collection Account will be under the control of the Collateral Agent, the Collection Account will be under the control of the Servicer and the Reserve Account will be under the control of the Depositor.  Following the payment in full of the 20  -   Exchange Note, the Exchange Note Collection Account will be under the control of the Borrowers.

(c)           Benefit of Accounts; Deposits and Withdrawals.  The Bank Accounts and all cash, money, securities, investments, financial assets and other property deposited in or credited to them will be held by the Indenture Trustee (i) until the payment in full of the Notes and the release of the Bank Accounts from the Lien under the Indenture, as secured party for the benefit of the Secured Parties, (ii) then, until the payment in full of the 20  -   Exchange Note, as agent of the Collateral Agent and (iii) then, as agent of the Borrowers.  All deposits to and withdrawals from the Bank Accounts will be made according to the Transaction Documents.

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(d)           Maintenance of Accounts.  If an institution maintaining the Bank Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Bank Accounts to a Qualified Institution within 30 days.

(e)           Compliance.  Each Bank Account will be subject to the Account Control Agreement or the Titling Company Account Control Agreement.  The Servicer will ensure that the Account Control Agreement and the Titling Company Account Control Agreement require the Qualified Institution maintaining the Bank Accounts to comply with “entitlement orders” (as defined in Section 8-102 of the UCC) from the Indenture Trustee without further consent of the Issuer, if the Notes are Outstanding, or the Borrowers, if the 20  -   Exchange Note is Outstanding, and to act as a “securities intermediary” according to the UCC.

Section 4.2.           Investment of Funds in Bank Accounts.

(a)           Permitted Investments.  If no Default, Event of Default or Exchange Note Default has occurred and is continuing, the Servicer may instruct the Indenture Trustee to invest any funds in the Bank Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Bank Accounts in those Permitted Investments.  The investment instructions from the Servicer may be in the form of a standing instruction.  If (i) the Servicer fails to give investment instructions for any funds in a Bank Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default, Event of Default or Exchange Note Default has occurred and is continuing for the Notes or the 20  -   Exchange Note, the Qualified Institution will invest and reinvest funds in the Bank Accounts 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 Indenture Trustee 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 Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments.

(b)           Maturity of Investments.  Any Permitted Investments of funds in the Bank Accounts (or any reinvestments of the Permitted Investments) for a Collection Period must mature, if applicable, and be available no later than the Business Day before the related Payment Date.  However, funds in the Reserve Account may be invested in Permitted Investments that will not mature or be available before the related Payment Date if the Rating Agency Condition has been satisfied for the investment.  Any Permitted Investments with a maturity date will be held to their maturity, except that such Permitted Investments may be sold or disposed of before their maturity (i) if they relate to funds in the Reserve Account required to satisfy the Reserve Account Draw Amount on a Payment Date or (ii) in connection with the sale or liquidation of the Leases and Leased Vehicles following an Exchange Note Default under Section 6.6(a) of the Credit and Security Agreement.

(c)           No Liability for Investments.  None of the Depositor, the Servicer, the Indenture Trustee or the Qualified Institution maintaining any Bank Account will be liable for the selection

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of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, if applicable).

(d)           Continuation of Liens in Investments.  The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Bank Account unless the security interest Granted and perfected in the account in favor of the Indenture Trustee will continue to be perfected in the investment or the proceeds of the sale without further action by any Person.

(e)           Investment Earnings.  The Servicer will receive investment earnings (net of losses and investment expenses) on funds in the Bank Accounts as additional compensation for the servicing of the Leases and Leased Vehicles.  The Servicer will direct the Indenture Trustee to withdraw the investment earnings and distribute them to the Servicer on each Payment Date.

Section 4.3.           Deposits and Payments.

(a)           Exchange Note Issuance Date Deposit.  On the Exchange Note Issuance Date, the Servicer will deposit in the Exchange Note Collection Account an amount equal to the sum of (i) the Cutoff Date Payahead Amount and (ii) all Active Lease Proceeds, Terminating Lease Proceeds and Closed Lease Proceeds (excluding Recoveries) received and applied on the Leases during the period from the Cutoff Date to two Business Days before the Exchange Note Issuance Date.

(b)           Deposit of 20  -   Collections.

(i)           If the Servicer’s short term unsecured debt is not rated at least the Monthly Deposit Required Ratings or a Reference Pool Servicer Termination Event for the 20  -   Reference Pool occurs, the Servicer will deposit in the Exchange Note Collection Account all Active Lease Proceeds, Terminating Lease Proceeds and Closed Lease Proceeds (excluding Recoveries) received and applied on the Leases within two Business Days after application.

(ii)          If the Servicer is Ford Credit and Ford Credit’s short term unsecured debt is rated at least [“F1+” by Fitch, “P-1” by Moody’s and “A-1” by Standard & Poor’s] (the “Monthly Deposit Required Ratings”), Ford Credit may deposit all Active Lease Proceeds, Terminating Lease Proceeds and Closed Lease Proceeds (excluding Recoveries) received and applied on the Leases in the Exchange Note Collection Account on the Business Day before each Payment Date or, with satisfaction of the Rating Agency Condition, on each Payment Date.

(iii)         The Servicer may deposit in the Exchange Note Collection Account all Administrative Reallocation Amounts, [Active Lease Advances,] Payment Extension Fees and Recoveries received and applied in a Collection Period on the Business Day before the related Payment Date or, with satisfaction of the Rating Agency Condition, on the related Payment Date.

(c)           Reconciliation of Deposits.  If Ford Credit is the Servicer and for any Payment Date, the sum of (i) 20  -   Collections for the Collection Period, plus (ii) Administrative Reallocation Amounts for the Payment Date, exceeds the amounts deposited under Section 4.3(b)

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for the Collection Period, Ford Credit will deposit an amount equal to the excess into the Collection Account on the Business Day before the Payment Date or, with satisfaction of the Rating Agency Condition, on the Payment Date.  If, for any Payment Date, the amounts deposited under Section 4.3(b) for the Collection Period exceed the sum of (i) 20  -   Collections for the Collection Period, plus (ii) Administrative Reallocation Amounts for the Payment Date, the Indenture Trustee will pay to Ford Credit an amount equal to the excess within two Business Days of Ford Credit’s direction, but no later than the Payment Date.  If requested by the Indenture Trustee, Ford Credit will provide reasonable supporting details for its calculation of the amounts to be deposited or paid under this Section 4.3(c).

(d)           Net Deposits.  Ford Credit may make the deposits and payments required by Section 4.3(b) net of Reference Pool Servicing Fees to be paid to Ford Credit for the Collection Period[, Advance Reimbursement Amounts the Servicer is permitted to retain under Section 4.4(b)] and amounts the Servicer is permitted to retain or be reimbursed for under Section 3.10.  The Servicer will account for all deposits and payments in the Monthly Investor Report as if the amounts were deposited and/or paid separately.

(e)           No Segregation.  Pending deposit in the Exchange Note Collection Account, the Servicer is not required to segregate 20  -   Collections or Payaheads from its own funds.

Section 4.4.           [Advances].

(a)           [Advances by Servicer.  The Servicer may, at its option, make an advance for each Active Lease other than an Advance Payment Plan Lease and each Collection Period if the Base Payment exceeds the sum of (i) Active Lease Proceeds (which may be positive or negative) plus (ii) the Payahead Draw, by depositing the amount of the excess (equal to the Active Lease Advance) in the Exchange Note Collection Account on the Business Day before the related Payment Date or, with satisfaction of the Rating Agency Condition, on that Payment Date.  However, the Servicer will only make Active Lease Advances on a Lease if the Servicer, in its sole discretion, determines that the advances will be recoverable from subsequent 20  -   Collections (whether relating to the Lease and Leased Vehicle or another Lease or Leased Vehicle) under Section 4.3(b).

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

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

(ii)          second, if the Lease is a Terminating Lease or a Closed Lease in the Collection Period, an amount equal to the lesser of (A) the sum of (1) the Terminating Lease Proceeds, plus (2) the Closed Lease Proceeds, plus (3) the Administrative

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Reallocation Amount, if any, in each case for the Lease and the Collection Period and (B) the Advance Balance; and

(iii)         third, on and after the Collection Period that includes the Closed Date for the Lease, an amount equal to the lesser of (A) the sum of Active Lease Proceeds, Terminating Lease Proceeds, Closed Lease Proceeds and Administrative Reallocation Amounts (in each case not relating to the Lease) for the Collection Period and (B) the excess, if any, of (1) the Advance Balance over (2) the amount retained by the Servicer under Section 4.3(b)(ii) for the current Collection Period.

(c)           Direction for Reimbursement.  The Servicer may direct the Indenture Trustee, if the Notes are Outstanding, and then, the Collateral Agent, to withdraw from the Exchange Note Collection Account and pay to the Servicer any amounts the Servicer is entitled to retain under this Section 4.3(c) if those amounts have been deposited in the Exchange Note Collection Account.]

Section 4.5.           [Payment of Advances].  [If a successor Servicer is appointed under the Servicing Agreement, the predecessor Servicer will be entitled to be reimbursed for the Advance Balances outstanding on the date of resignation or termination of the predecessor Servicer.  Advance Reimbursement Amount for a Lease will be applied (a) first, to the Advance Balances outstanding on the date of resignation or termination of the predecessor Servicer and (b) second, to the remaining portion, if any, of the Advance Balances.]

Section 4.6.           Reserve Account Draw Amount.  At least two Business Days before each Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw the amount, if any, from the Reserve Account and deposit it in the Exchange Note Collection Account.

Section 4.7.           Direction to Indenture Trustee for Distributions.  On or before two Business Days before a Payment Date, the Servicer will direct the Indenture Trustee (based on the most recent Monthly Investor Report) to make the withdrawals, deposits, distributions and payments required to be made on the Payment Date under Section 5.1 of the Exchange Note Supplement and Section 8.2 of the Indenture and Section 4.3(c) of this Agreement.

ARTICLE V
SERVICER

Section 5.1.           Servicer’s Representations and Warranties.  The Servicer has made the representations and warranties in Section 6.1 of the Servicing Agreement, which representations and warranties (i) the Lender, the Titling Companies and the Collateral Agent have relied on, and the Depositor and the Issuer will rely on in acquiring the 20  -   Exchange Note, and (ii) are remade as of the Exchange Note Issuance Date and will survive the sale and assignment of the 20  -   Exchange Note by Ford Credit to the Depositor and by the Depositor to the Issuer and the pledge of the 20  -   Exchange Note by the Issuer to the Indenture Trustee under the Indenture.

Section 5.2.           Indemnities of Servicer.

(a)           Indemnification under Servicing Agreement.  In addition to the Indemnified Persons listed in Section 6.3(a) of the Servicing Agreement, the Servicer will also indemnify the

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Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Persons” under those Sections.

(b)           Indemnification for Servicing.  The Servicer will indemnify each Titling Company, each Holding Company, the Administrative Agent, the Collateral Agent, the Lender, the Issuer, the Owner Trustee, the Indenture Trustee, the 20  -   Exchange Noteholder 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 Transaction 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).

(c)           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 5.2, 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.

(d)           Survival of Obligations.  The Servicer’s obligations under this Section 5.2, for the period it was the Servicer, will survive the Servicer’s resignation or termination, the termination of this Supplement, the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of the Issuer.

(e)           Repayment.  If the Servicer makes a payment to an Indemnified Person under this Section 5.2 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 5.3.           Reference Pool Servicer Termination Events.  The Reference Pool Servicer Termination Events applicable to the 20  -   Reference Pool are as stated in Section 7.3(a) of the Servicing Agreement.  [There are no additional Reference Pool Servicer Termination Events for the 20  -   Reference Pool.]

Section 5.4.           Servicer May Own Exchange Note and Notes.  The Servicer and any Affiliate of the Servicer may, in its individual or other capacity, become the owner or pledgee of the 20  -   Exchange Note and the Notes with the same rights as it would have if it were not the Servicer or an Affiliate of the Servicer, except as otherwise stated in any Transaction Document.

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ARTICLE VI
TERMINATION

Section 6.1.           Clean-Up Call.

(a)           Servicer Option.  If the aggregate Note Balance on the last day of a Collection Period is equal to or less than [10]% of the initial aggregate Note Balance, the Servicer will have the option to purchase the 20  -   Exchange Note in whole but not in part on the related Payment Date.  The Servicer may exercise its option to purchase the 20  -   Exchange Note by (i) notifying the Collateral Agent, the Borrowers, the Owner Trustee, the Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before the related Payment Date (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing in the Exchange Note Collection Account an amount equal to the Exchange Note Purchase Price on the Business Day before the Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Exchange Note Purchase Date).  However, the Servicer may not exercise its option to purchase the 20  -   Exchange Note unless the sum of (i) the Exchange Note Purchase Price and (ii) the amount in the Exchange Note Collection Account for the related Collection Period, is greater than or equal to the sum of (A) the Note Redemption Price for the Notes and (B) all other amounts payable by the Issuer under the Transaction Documents.

(b)           Cancellation and Reallocation.  If the Servicer and the Lender under the Credit and Security Agreement are the same entity, on purchase of the 20  -   Exchange Note by the Servicer under Section 6.1(a), the Servicer may, on notice to the Borrowers, the Lender, the Collateral Agent and the Administrative Agent, direct that the 20  -   Exchange Note be cancelled by the Lender and the Leases and related Leased Vehicles be reallocated to the Revolving Facility Pool by the Collateral Agent.

Section 6.2.           Termination of Servicing Supplement.  This Supplement will terminate when the Servicing Agreement terminates, and may also be terminated by the Servicer or the Titling Companies at any time after the payment in full or cancellation of the 20  -   Exchange Note.

ARTICLE VII
OTHER AGREEMENTS

Section 7.1.           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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 7.1 will survive the termination of this Supplement.

Section 7.2.           Conflict with Servicing Agreement.  If there is a conflict between this Supplement and the Servicing Agreement, this Supplement will govern for the 20  -   Reference Pool only.

12

ARTICLE VIII
MISCELLANEOUS

Section 8.1.           Amendments.  This Supplement may be amended according to Section 9.1 of the Servicing Agreement.  Promptly on the execution of an amendment to this Supplement or the Servicing Agreement, (a) the Servicer will deliver a copy of the amendment to the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies and (b) the Indenture Trustee will notify each Noteholder of the substance of the amendment.

Section 8.2.           Benefit of Agreement; Third-Party Beneficiaries.  The Servicing Agreement and this Supplement are for the benefit of and will be binding on the parties and their permitted successors and assigns.  The 20  -   Exchange Noteholder, the Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Supplement and may enforce this Supplement against the Servicer.  No other Person will have any right or obligation under this Supplement.

Section 8.3.           GOVERNING LAW.  THIS SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 8.4.           Severability.  If a part of this Supplement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Supplement and will in no way affect the validity, legality or enforceability of the remaining Supplement.

Section 8.5.           Headings.  The headings in this Supplement are included for convenience and will not affect the meaning or interpretation of this Supplement.

Section 8.6.           Counterparts.  This Supplement 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]

13

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Servicer for the Collateral Specified Interests and the 20  -   Reference Pool and as Lender
By:
	Name:
	Title:
CAB EAST LLC,
	acting for its series of limited liability company interests designated as the “Collateral Specified Interest,” as a Titling Company
By:
	Name:
	Title:
CAB WEST LLC,
	acting for its series of limited liability company interests designated as the “Collateral Specified Interest,” as a Titling Company
By:
	Name:
	Title:
HTD LEASING LLC,
	as Collateral Agent
By:
	Name:
	Title:

[Signature Page to Servicing Supplement]

Exhibit A

Exhibit A

Form of Monthly Investor Report

Ford Credit Auto Lease Trust 20   - 
Monthly Investor Report

Payment Date
Collection Period
Transaction Month

Additional information about the structure, cashflows, defined terms and parties for this transaction can be found in the prospectus, available on the SEC website (http://www.sec.gov) under the registration number 333-       and at http://www.fordcredit.com/institutionalinvestments/index.jhtml.

I. SUMMARY

	Initial Balance	Beginning of Period Balance	End of Period Balance	End of Period Factor
20  -  Reference Pool Balance
Total Note Balance
Total Overcollateralization
20  -  Exchange Note Balance
20  -  Exchange Note Overcollateralization

Overcollateralization	Beginning of Period	End of Period
20  -  Reference Pool Balance as a % of Total Note Balance
20  -  Reference Pool Balance as a % of 20  -  Exchange Note Balance

	Note Interest Rate	Initial Balance	Beginning of Period Balance	End of Period Balance	End of Period Factor
Class A-1 Notes
Class A-2[a] Notes
[Class A-2b Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Total

	Principal Payments		Interest Payments		Total Payments
	Actual	per $1000 Face	Actual	per $1000 Face	Actual	per $1000 Face
Class A-1 Notes
Class A-2[a] Notes
[Class A-2b Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Total

EA-1

II. POOL INFORMATION

	Lease Balance	Securitization Value	Residual Portion of Securitization Value
20  -  Reference Pool Balance
Beginning of Period
Change
Total

Residual Portion of Securitization Value as % of Securitization Value at end of period

	At Cutoff Date	Terminations in Prior Periods	Beginning of Period	Terminations in Current Period	End of Period
Number of Leases
Weighted Average Remaining to Maturity in Months				Beginning of Period	End of Period

	Number of Leases	Securitization Value	% of End of Period Reference Pool Balance
Delinquent Leases
31 – 60 Days Delinquent
61 – 90 Days Delinquent
91 –120 Days Delinquent
Over 120 Days Delinquent
Total Delinquent Leases
Delinquency Trigger: [Y/N]
Prepayment Speed	Current Period	Cumulative

III.  EXCHANGE NOTE COLLECTIONS AND DISTRIBUTIONS

Collections

Rent Payments

plus: Payoffs

plus: Other (including extension fees, excess charges, etc.)

minus: Payaheads

plus: Payahead Draws

plus: Advances

minus: Advance Reimbursement Amounts

plus: Net Auction Proceeds

plus: Recoveries

Total Collections

Administrative Reallocation Amounts

Reserve Account Balance Beginning of Period

Total Collections Plus Administrative Reallocation Amounts and Reserve Account Amounts

Exchange Note Distributions

	Amount Due	Amount Paid	Remaining Available Funds	Shortfall
Ref Pool Servicing Fee and Adv Reimbursement
20-  -  Exchange Note Interest Payment
Shortfall Payment (to cover Notes)
Reserve Account Deposit
20-  -  Exchange Note Principal Payment
Shared Amounts
Revolving Facility Pool Remaining Amounts
Total

EA-2

IV. AVAILABLE FUNDS AND DISTRIBUTIONS

Available Funds

20-  -  Exchange Note Interest Payment

20-  -  Exchange Note Principal Payment

Shortfall Payment (to cover Notes)

Total

	Amount Due	Amount Paid	Remaining Available Funds	Shortfall
ABS Note Distributions
Trustee and Other Fees/Expenses
Administration Fee
Class A-1 Interest
Class A-2[a] Interest
[Class A-2b Interest]
Class A-3 Interest
Class A-4 Interest
Total Class A Interest
First Priority Principal Payment
Class B Interest
Second Priority Principal Payment
Class C Interest
Regular Principal Payment
Reserve Account Deposit
Additional Trustee and Other Fees/Expenses
Remaining Funds to Holder of Residual Interest
Total

V. RECONCILIATION OF ADVANCES AND PAYAHEADS

Advances

Beginning of Period Advance Balance

plus: Additional Advances

minus: Advance of Reimbursement Amounts

End of Period Advance Balance

Payaheads

Beginning of Period Payahead Balance

plus: Additional Payaheads

minus: Payahead Draws

End of Period Payahead Balance

VI.  RESERVE ACCOUNT

Beginning of Period Reserve Account Balance

minus: Reserve Account Draw

plus:  Reserve Deposit from Exchange Note Distributions

Reserve Balance after Deposit from Exchange Note

plus: Reserve Deposit from Note Distributions

End of Period Reserve Account Balance

Memo:  Required Reserve Amount

VII. OVERCOLLATERALIZATION INFORMATION

Total Overcollateralization Amount

Actual Overcollateralization Amount (EOP Pool Balance — EOP Note Balance)

EA-3

VIII. LEASE TERMINATIONS

	Number of Leases		Securitization Value
	Current Period	Cumulative	Current Period	Cumulative
Retained Vehicles
Early Terminations
Standard Terminations
Total Retained
Returned Vehicles
Early Terminations
Standard Terminations
Total Returned
Charged Off /Repossessed Vehicles
Removals by Servicer and Other
Total Terminations
Memo: 1)  Removals of Leases Terminated in Prior Periods			Current Period	Cumulative
2)  Number of Lease Scheduled to Terminate
Return Rate (Returned/Total Terminations)
Early Termination Rate (Early Terminations /Total Terminations

Note:  An Early Termination is a lease that terminates more than three months before the month in which it is scheduled to terminate.

IX. GAIN (LOSS) CALCULATIONS

	Number of Leases		Gain (Loss)
	Current Period	Cumulative	Current Period	Cumulative
Gain (Loss) on Retained Vehicles
Customer Payments
plus: Payahead draws
minus: Unreimbursed Advances
minus: Securitization Value of Retained Vehicles
Total
Gain (Loss) Per Retained Vehicle
Gain (Loss) on Returned Vehicles
Customer Payments
plus: Net Auction Proceeds
plus: Payahead Draws
minus: Unreimbursed Advances
minus: Securitization Value of Returned Vehicles
Total
Gain (Loss) Per Returned Vehicle
Credit Gain (Loss) Charged Off/Repossessed Vehicles
Credit Gain (Loss) Per Charged Off/Repossessed Vehicle
Recoveries
Total Gain (Loss)- - Net of Recoveries
Average Gain (Loss) on all Retained, Returned, and Repossessed Vehicles
Removals by Servicer and Other
Note: There is no Gain or Loss on Removals
Memo: Residual Gain (Loss) on Returned Vehicles
Net Auction Proceeds
plus: Excess Wear and Use and Excess Mileage Assessed
minus: Residual Portion of Securitization Value
Total
Residual Gain (Loss) Per Returned Vehicle

EA-4

Prior and Current Collection Periods Average Gain (Loss):	Percent
Ratio of Total Gain (Loss) to the Average Pool Balance (annualized)
Third Prior Collection Period
Second Prior Collection Period
Prior Collection Period
Current Collection Period
Four Month Average (Current and Prior Three Collection Periods)
Ratio of Cumulative Total Gain (Loss) for all Collection Periods to Initial Pool Balance

X. CREDIT RISK RETENTION INFORMATION

[There were no material changes in the Depositor’s retained interest in the transaction.]

[Describe any material change in the Depositor’s retained interest in the transaction.]

[To be added for offerings after December 24, 2016:]

The fair value of the Notes and the Residual Interest included in the Prospectus for the Notes, dated     , 20   under the heading “Credit Risk Retention” is summarized below.  [The fair value of the Notes and the Residual Interest on the Closing Date did not change from the amounts included in the Prospectus, and there were no changes in methodology or inputs and assumptions.]

	Fair Value (Mils.)	Fair Value (%)
Class A notes	$		%
Class B notes	$		%
Class C notes	$		%
Residual Interest	$		%
Total	$		%

[The fair value of the Notes and the Residual Interest on the Closing Date is summarized below.  The differences in the fair values result from [describe changes in methodology or inputs and assumptions]].

	Fair Value (Mils.)	Fair Value (%)
Class A notes	$		%
Class B notes	$		%
Class C notes	$		%
Residual Interest	$		%
Total	$		%

EA-5

XI.  REALLOCATION DEMAND ACTIVITY (RULE 15Ga-1)

(1)  Reallocation Activity

[No activity to report]

Name of Issuing Entity

Check if Registered

Name of Originator

Total Assets in ABS by Originator

Assets That Were Subject of Demand

Assets That Were Reallocated or Replaced

Assets Pending Reallocation or Replacement (within cure period)

Demand in Dispute

Demand Withdrawn

Demand Rejected

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

(#)

($)

(% of pool balance)

Retail Auto Leases: Ford Credit Auto Lease Trust 20  - CIK#

Ford Motor Credit Company LLC

(2)  Most Recent Form ABS-15G

Filed by:  Ford Motor Credit Company LLC

CIK#:  0000038009

Date:   February   , 20

EA-6

SERVICER CERTIFICATION

This report is accurate in all material respects.

Ford Motor Credit Company LLC

/s/

[Assistant Treasurer]

EA-7

EX-10.6

Exhibit 10.6

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

2

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.

3

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.

4

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,

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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

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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-10.7

EXHIBIT 10.7

ADMINISTRATION AGREEMENT

between

FORD CREDIT AUTO LEASE TRUST 20    -    ,
as Issuer,

and

FORD MOTOR CREDIT COMPANY LLC,
as Administrator

Dated as of           , 20   

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ADMINISTRATION OF ISSUER		1
Section 2.1.	Engagement of Administrator	1
Section 2.2.	Administrator’s Rights and Obligations	1
Section 2.3.	Limits on Administrator’s Rights and Obligations	2
Section 2.4.	Power of Attorney	3
Section 2.5.	Access to Issuer Records	3
Section 2.6.	Review of Administrator’s Records	3
Section 2.7.	Updating List of Responsible Persons	3
Section 2.8.	Administrator’s Fees and Expenses	3
ARTICLE III ADMINISTRATOR		3
Section 3.1.	Administrator’s Representations and Warranties	3
Section 3.2.	Liability of Administrator	4
Section 3.3.	Indemnities	5
Section 3.4.	Resignation and Removal of Administrator	6
Section 3.5.	Successor Administrator	7
Section 3.6.	Merger, Consolidation, Succession or Assignment	7
ARTICLE IV OTHER AGREEMENTS		7
Section 4.1.	Independence of Administrator; No Joint Venture	7
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 Owner Trustee and Indenture Trustee	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

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ADMINISTRATION AGREEMENT, dated as of           , 20   (this “Agreement”), between FORD CREDIT AUTO LEASE TRUST 20  -  , a Delaware statutory trust, as Issuer, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Administrator.

BACKGROUND

Ford Credit is the sponsor of a securitization transaction in which the Issuer was formed under the Trust Agreement and will issue the Notes under the Indenture.

The Issuer and the Owner Trustee have obligations under the Transaction Documents and intend that Ford Credit administer the activities of the Issuer and perform certain obligations of the Issuer and the Owner Trustee under the Transaction Documents.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.

ARTICLE II
ADMINISTRATION OF ISSUER

Section 2.1.Engagement of Administrator.  The Issuer and the Owner Trustee engage the Administrator to perform the obligations of the Issuer and the Owner Trustee under the Transaction Documents as described in this Agreement, and the Administrator accepts the engagement.

Section 2.2.Administrator’s Rights and Obligations.

(a)Rights and Obligations under Transaction Documents.  The Administrator will perform the obligations of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement) and take all action that the Issuer is required to take under the Transaction Documents, except for the Issuer’s obligations to make payments on the Notes.  In addition, the Administrator will perform the obligations of, and may exercise any rights given to, the Administrator in the Transaction Documents as if it were a party to the Transaction Documents in its capacity as Administrator.

(b)Consulting and Monitoring.  The Administrator will consult with the Owner Trustee about performing the Issuer’s obligations under the Transaction Documents.  The Administrator will monitor the Issuer’s performance and will advise the Owner Trustee when action is necessary to perform the Issuer’s obligations under the Transaction Documents and to comply with the Transaction Documents.

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

(d)Notices to Rating Agencies.  If Ford Credit is the Administrator, the Administrator will prepare and give all notices to the Rating Agencies required to be given by the Issuer or the Administrator under the Transaction Documents, including notice of an Event of Default under Section 3.15 of the Indenture and a Servicer Termination Event under Section 3.6(c) of the Indenture.  If Ford Credit is no longer the Administrator, the Administrator will prepare and provide any Rating Agency notices to the Sponsor and will direct the Sponsor to give them to the Rating Agencies.

(e)Payment of Fees and Expenses.  The Administrator may, on behalf of the Issuer, pay fees and expenses of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer under the Transaction Documents.

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

(a)Non-Ministerial Matters.  The 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 Administrator has notified the Issuer of the proposed action and the Issuer has not directed the 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 Issuer and the settlement of any Proceeding brought by or against the Issuer; and

(ii)appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture.

(b)Prohibited Actions.  The Administrator will not be obligated to, and will not (i) make any payments to the Noteholders under the Transaction Documents, (ii) sell the Collateral under Section 5.6 of the Indenture or (iii) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf or that would result in a breach by the Issuer under a Transaction Document.

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(c)Obligations to be Performed by Owner Trustee.  The Administrator will have no responsibility or obligation to perform the obligations of the Owner Trustee relating to repurchase demands under Section 5.13 of the Trust Agreement or relating to Regulation AB disclosure under Section 6.7 of the Trust Agreement.

Section 2.4.Power of Attorney.  The Issuer appoints the Administrator as the Issuer’s attorney-in-fact, with full power of substitution to exercise all rights of the Issuer under the Transaction 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 Administrator’s obligations under this Agreement and may only be used by the Administrator consistent with this Agreement.  On request of the Administrator, the Issuer will furnish the Administrator with written powers of attorney and other documents to enable the Administrator to perform its obligations under this Agreement.

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

Section 2.6.Review of Administrator’s Records.  The 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 Administrator will give the Issuer, the Depositor, the Owner Trustee and the Indenture Trustee (or their representatives) access to the records and documents to conduct a review of the Administrator’s performance under this Agreement.  Any access or review will be conducted at the Administrator’s offices during its normal business hours at a time reasonably convenient to the Administrator and in a manner that will minimize disruption to its business operations.  Any access or review will be subject to the Administrator’s confidentiality and privacy policies.

Section 2.7.Updating List of Responsible Persons.  On or before the Closing Date, the Administrator will notify the Owner Trustee, the Indenture Trustee, the Titling Companies, the Servicer, the Holding Companies and the Depositor of each Person who is a Responsible Person for the Administrator.  The Administrator may change such Persons by notifying the Owner Trustee, the Indenture Trustee, the Titling Companies, the Servicer, the Holding Companies and the Depositor.

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

ARTICLE III
ADMINISTRATOR

Section 3.1.Administrator’s Representations and Warranties.  The Administrator represents and warrants to the Issuer, the Owner Trustee and the Indenture Trustee as of the Closing Date:

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(a)Organization and Qualification.  The Administrator is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The 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 Administrator’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Administrator has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Administrator has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Administrator, enforceable against the 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 Administrator is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Administrator’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the Administrator’s certificate of formation or limited liability company agreement or (iv) violate a law or, to the 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 Administrator or its properties that applies to the Administrator, which, in each case, would reasonably be expected to have a material adverse effect on the Administrator’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the 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 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 Administrator’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

Section 3.2.Liability of Administrator.

(a)Liability for Specific Obligations.  The 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 Administrator.  The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

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

(c)Legal Proceedings.  The 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 Administrator may in its sole discretion start or pursue any legal proceeding to protect the interests of the Noteholders or the Depositor under the Transaction Documents.  The Administrator will be responsible for the fees and expenses of legal counsel and any liability resulting from the legal proceeding.

(d)Force Majeure.  The 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 Administrator will use commercially reasonable efforts to resume performance as soon as practicable in the circumstances.

(e)Reliance by Administrator.  The 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 Administrator will indemnify the Indenture Trustee (in each of its capacities under the Transaction Documents, including as a “securities intermediary” and a “bank” under the Account Control Agreement and the Titling Company Account Control Agreement), the Owner Trustee and the Asset Representations Reviewer and their respective officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer entering into the Transaction Documents to which it is a party and the exercise of their respective rights or performance of their respective obligations under the Transaction 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 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 Transaction Documents.

(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 Administrator under Section 3.3(a), promptly notify the Administrator of the Proceeding.  The Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with

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counsel reasonably satisfactory to the Indemnified Person, and so long as the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the 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 Administrator and the Indemnified Person.  If there is a conflict, the 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 Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

(c)Survival of Obligations.  The Administrator’s obligations under this Section 3.3 will survive the resignation or removal of the Indenture Trustee, the Owner Trustee or the Asset Representations Reviewer and the termination of this Agreement.

(d)Repayment.  If the 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 Administrator.

Section 3.4.Resignation and Removal of Administrator.

(a)No Resignation.  Except as stated in Section 3.4(b), the Administrator will not resign as Administrator unless it determines it is legally unable to perform its obligations under this Agreement.  The Administrator will notify the Issuer and the Owner Trustee 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 (other than the Indenture Trustee), the Administrator will immediately resign and the successor Servicer will automatically become the successor Administrator.

(c)Removal.  If any of the following events occurs and is continuing, the Owner Trustee, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, with the consent of the holder of the Residual Interest) may remove the Administrator and terminate its rights and obligations under this Agreement by notifying the Administrator:

(i)the Administrator fails to perform in any material respect its obligations under this Agreement, which failure continues for 90 days after the Administrator receives notice of the failure from the Owner Trustee, the Indenture Trustee or the Noteholders of at least 25% of the Note Balance of the Controlling Class; or

(ii)an Insolvency Event of the Administrator occurs.

(d)Notice of Resignation or Removal.  The Issuer will notify the Depositor and the Indenture Trustee of any resignation or removal of the Administrator.

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(e)Continue to Perform.  No resignation or removal of the Administrator will be effective, and the 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 Administrator.

(a)Engagement of Successor Administrator.  Following the resignation or removal of the Administrator, the Issuer, at the direction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, at the direction of the holder of the Residual Interest), will engage a successor Administrator.  No additional Noteholder direction is required if the successor Administrator is the successor Servicer (other than the Indenture Trustee).  If the Issuer does not receive Noteholder direction within a reasonable period of time, the Issuer may engage a successor Administrator.

(b)Effectiveness of Resignation of Removal.  No resignation or removal of the Administrator will be effective until (i) the successor Administrator has executed and delivered to the Issuer an agreement accepting its engagement and agreeing to perform the obligations of the Administrator under this Agreement or a new administration agreement on substantially the same terms as this Agreement, in a form acceptable to the Issuer and (ii) the Rating Agency Condition is satisfied.

(c)Notice of Successor Administrator.  The Issuer will notify the Depositor and the Indenture Trustee of the engagement of a successor Administrator.

(d)Transition to Successor Administrator.  If the Administrator resigns or is removed, the Administrator will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Administrator’s obligations to the successor Administrator.

Section 3.6.Merger, Consolidation, Succession or Assignment.  Any Person (a) into which the Administrator is merged or consolidated, (b) resulting from a merger or consolidation to which the Administrator is a party, (c) succeeding to the Administrator’s business or (d) that is an Affiliate of the Administrator to whom the Administrator has assigned this Agreement, will be the successor to the Administrator under this Agreement.  Such Person will execute and deliver to the Issuer, the Owner Trustee and the Indenture Trustee an agreement to assume the Administrator’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE IV
OTHER AGREEMENTS

Section 4.1.Independence of Administrator; No Joint Venture.  The Administrator will be an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee for the manner in which it performs its obligations under this Agreement.  Except as expressly authorized by the Transaction Documents, the Administrator will have no authority to act for or represent the Issuer or the Owner Trustee and will not be considered an agent of the Issuer or the Owner Trustee.  This Agreement will not make the Administrator and the Issuer or

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the Owner Trustee 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 Administrator may enter into transactions or deal with any of its Affiliates.  This Agreement will not prevent the 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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, 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 Owner Trustee and Indenture Trustee.

(a)Owner Trustee.  This Agreement has been executed on behalf of the Issuer by                                                   not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event will                                                   in its individual capacity or a holder of a beneficial interest in the Issuer be liable for the Issuer’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.  Neither the Issuer nor the Owner Trustee will have any liability for any act or failure to act of the Administrator, including any action taken under a power of attorney given under this Agreement.

(b)Indenture Trustee.  In performing its obligations under this Agreement, the Indenture Trustee is subject to, and entitled to the benefits of, the Indenture.  The Indenture trustee will not have any liability for any act or failure to act of the Administrator.

Section 4.6.Termination.  This Agreement will terminate when the Issuer is terminated under the Trust Agreement.

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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 Administrator, in each case, without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.

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 Administrator without the consent of the Issuer, the Indenture Trustee and the Owner Trustee and satisfaction of the Rating Agency Condition.

(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 Owner Trustee will be a third-party beneficiary of this Agreement and may enforce this Agreement against the 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 Indenture, which address the party may change by notifying the other party.

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:

			FORD CREDIT AUTO LEASE TRUST 20   -   ,
				as Issuer
			By:		,
				not in its individual capacity but solely as Owner Trustee
			By:
				Name:
				Title:
			FORD MOTOR CREDIT COMPANY LLC,
				as Administrator
			By:
				Name:
				Title:
AGREED AND ACCEPTED BY:
FORD CREDIT AUTO LEASE TWO LLC,
	as Depositor
By:
	Name:
	Title:
		,
	not in its individual capacity but
	solely as Indenture Trustee
By:
	Name:
	Title:

[Signature Page to Administration Agreement]

EX-10.8

EXHIBIT 10.8

ACCOUNT CONTROL AGREEMENT

among

FORD CREDIT AUTO LEASE TRUST 20   -    ,

as Grantor

                                                   ,

as Secured Party

and

                                                   ,

as Financial Institution

Dated as of           , 20   

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNT		1
Section 2.1.	Description of Account	1
Section 2.2.	Account Changes	1
Section 2.3.	Account Types	2
Section 2.4.	Securities Accounts	2
ARTICLE III SECURED PARTY CONTROL		2
Section 3.1.	Control of Collateral Account	2
Section 3.2.	Investment Instructions	2
Section 3.3.	Conflicting Orders or Instructions	2
ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF		3
Section 4.1.	Subordination	3
Section 4.2.	Set-off and Recoupment	3
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS		3
Section 5.1.	Financial Institution’s Representations and Warranties	3
Section 5.2.	Financial Institution’s Covenants	3
ARTICLE VI OTHER AGREEMENTS		4
Section 6.1.	Location of Financial Institution	4
Section 6.2.	Reliance by Financial Institution	4
Section 6.3.	Termination and Replacement of Financial Institution	4
Section 6.4.	No Petition	4
Section 6.5.	Limitation of Liability	4
Section 6.6.	Conflict With Other Agreement	5
Section 6.7.	Termination	5
ARTICLE VII MISCELLANEOUS		5
Section 7.1.	Amendment	5
Section 7.2.	Benefit of Agreement	6
Section 7.3.	Notices	6
Section 7.4.	GOVERNING LAW	6
Section 7.5.	Submission to Jurisdiction	6
Section 7.6.	WAIVER OF JURY TRIAL	6
Section 7.7.	No Waiver; Remedies	6
Section 7.8.	Severability	7
Section 7.9.	Headings	7
Section 7.10.	Counterparts	7

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ACCOUNT CONTROL AGREEMENT, dated as of           , 20   (this “Agreement”), among FORD CREDIT AUTO LEASE TRUST 20  -  , a Delaware statutory trust, as grantor (the “Grantor”),               , a               , as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and              , a               , in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).

BACKGROUND

The Grantor is engaging in a securitization transaction in which it will issue the Notes under an Indenture and the Secured Party will hold funds in bank accounts for the benefit of the Noteholders.

The parties are entering into this Agreement to perfect the security interest in the bank accounts.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.  References to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNT

Section 2.1.Description of Account.  The Financial Institution has established the following account (the “Collateral Account”):

“Collection Account —                 as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 20  -  ” with account number         .

Section 2.2.Account Changes.  Neither the Financial Institution nor the Grantor will change the name or account number of the Collateral Account without the consent of the Secured Party.  The Financial Institution will promptly notify the Servicer of any changes.  This Agreement will apply to each successor account to the Collateral Account, which will also be a Collateral Account.

Section 2.3.Account Types.  The Financial Institution agrees that the Collateral Account is, and will be maintained as, either a “securities account” (as defined in Section 8-501 of the UCC) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Section 2.4.Securities Accounts.  If the Collateral Account is a securities account, the Financial Institution agrees that:

(a) Financial Assets.  It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); and

(b)Registration and Indorsement.  It will ensure that all financial assets (other than cash) credited to the Collateral Account are registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution and that no financial asset credited to the Collateral Account is registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution or in blank.

ARTICLE III
SECURED PARTY CONTROL

Section 3.1.Control of Collateral Account.  To establish “control” of the Collateral Account by the Secured Party under Sections 9-104 and 9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to the Collateral Account (a “Secured Party Order”) without the need for consent by the Grantor or any other Person.

Section 3.2.Investment Instructions.  If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in the Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

Section 3.3.Conflicting Orders or Instructions.  If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person.

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ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF

Section 4.1.Subordination.  If the Financial Institution has a security interest in the Collateral Account, the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.

Section 4.2.Set-off and Recoupment.  The cash, investment property, security, instrument or other financial assets credited to the Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or other right in favor of a Person other than the Secured Party.  However, the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.

ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.1.Financial Institution’s Representations and Warranties.  The Financial Institution represents and warrants to the Grantor and the Secured Party as follows:

(a)Enforceability.  This Agreement is the legal, valid and binding obligation of the Financial Institution.

(b)No Agreements with Grantor.  There are no agreements between the Financial Institution and the Grantor relating to the Collateral Account other than this Agreement, the Indenture and the other Transaction Documents.

(c)No Other Agreements.  The Financial Institution has not entered into an agreement relating to the Collateral Account in which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.

(d)No Limitations.  The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution’s obligation to comply with any Secured Party Order.

(e)No Liens.  Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of a lien on, or claim to, or interest in, the Collateral Account or in the cash or other financial assets credited to the Collateral Account.

Section 5.2.Financial Institution’s Covenants.

(a)Statements, Confirmations and Other Correspondence.  The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Account and the cash or other financial assets credited to the Collateral Account to the Grantor and the Secured Party.

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(b)Notice of Claim.  If a Person asserts a lien, encumbrance or claim against the Collateral Account (or in the cash or other financial assets credited to the Collateral Account), the Financial Institution will promptly notify the Secured Party.

(c)Negative Covenants.  Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating to the Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party or (ii) an agreement limiting or conditioning the Financial Institution’s obligation to comply with Secured Party Orders.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Location of Financial Institution.  For purposes of the UCC, New York will be the location of (i) the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and (ii) the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

Section 6.2.Reliance by Financial Institution.  The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order.  The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.

Section 6.3.Termination and Replacement of Financial Institution.  The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture.  The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution.  No termination of the Financial Institution will be effective until a new Collateral Account is established with, and the cash and other financial assets credited to the Collateral Account are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

Section 6.4.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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.4 will survive the termination of this Agreement.

Section 6.5.Limitation of Liability.

(a)Financial Institution.  The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement.  The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial

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Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.

(b)Secured Party.  In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.

(c)Owner Trustee.  This Agreement has been signed on behalf of the Grantor by                      , not in its individual capacity, but solely in its capacity as Owner Trustee of the Grantor.  In no event will                       in its individual capacity or a beneficial owner of the Grantor be liable for the Grantor’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.

Section 6.6.Conflict With Other Agreement.  If there is a conflict between this Agreement and any other agreement relating to the Collateral Account, this Agreement will govern.

Section 6.7.Termination.  This Agreement will terminate on the date the security interests of the Secured Party in the Collateral Account is terminated under the Indenture and the Secured Party has notified the Financial Institution of the termination of the security interest.  The termination of this Agreement will not terminate the Collateral Account or change the obligations of the Financial Institution to the Grantor relating to the Collateral Account.

ARTICLE VII
MISCELLANEOUS

Section 7.1.Amendment.

(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, in each case without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Grantor, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 7.1(a)(ii), with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

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(b)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.

Section 7.3.Notices.

(a)Notices to Parties.  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;

(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 Indenture, which address the party may change by notifying the other parties.

Section 7.4.GOVERNING LAW.  THIS AGREEMENT AND THE COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.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 7.6.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 7.7.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

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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 7.8.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 7.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10.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]

7

EXECUTED BY:

FORD CREDIT AUTO LEASE TRUST 20  -  ,
	as Grantor
By:	, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Lease Trust 20  -
By:
	Name:
	Title:
,
	as Secured Party
By:
	Name:
	Title:
,
	as Financial Institution
By:
	Name:
	Title:

[Signature Page to Account Control Agreement]

EX-10.9

EXHIBIT 10.9

TITLING COMPANY
ACCOUNT CONTROL AGREEMENT

among

CAB EAST LLC and

CAB WEST LLC,

as Grantors

                                                   ,

as Secured Party

and

                                                   ,

as Financial Institution

Dated as of           , 20   

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		1
Section 2.1.	Description of Accounts	1
Section 2.2.	Account Changes	2
Section 2.3.	Account Types	2
Section 2.4.	Securities Accounts	2
ARTICLE III SECURED PARTY CONTROL		2
Section 3.1.	Control of Collateral Accounts	2
Section 3.2.	Investment Instructions	2
Section 3.3.	Conflicting Orders or Instructions	2
ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF		3
Section 4.1.	Subordination	3
Section 4.2.	Set-off and Recoupment	3
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS		3
Section 5.1.	Financial Institution’s Representations and Warranties	3
Section 5.2.	Financial Institution’s Covenants	4
ARTICLE VI OTHER AGREEMENTS		4
Section 6.1.	Location of Financial Institution	4
Section 6.2.	Reliance by Financial Institution	4
Section 6.3.	Termination and Replacement of Financial Institution	4
Section 6.4.	No Petition	4
Section 6.5.	Limitation of Liability	5
Section 6.6.	Conflict With Other Agreement	5
Section 6.7.	Termination	5
ARTICLE VII MISCELLANEOUS		5
Section 7.1.	Amendment	5
Section 7.2.	Benefit of Agreement	6
Section 7.3.	Notices	6
Section 7.4.	GOVERNING LAW	6
Section 7.5.	Submission to Jurisdiction	6
Section 7.6.	WAIVER OF JURY TRIAL	6
Section 7.7.	No Waiver; Remedies	6
Section 7.8.	Severability	7
Section 7.9.	Headings	7
Section 7.10.	Counterparts	7

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TITLING COMPANY ACCOUNT CONTROL AGREEMENT, dated as of           , 20   (this “Agreement”), among CAB EAST LLC, a Delaware limited liability company, and CAB WEST LLC, a Delaware limited liability company, each as a grantor (together, the “Grantors”),                        , a                     , as Indenture Trustee for the benefit of the Noteholders (in this capacity, the “Secured Party”), and                          , a                     , in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).

BACKGROUND

The Grantors are the borrowers under an Exchange Note that is part of a securitization transaction in which the Issuer will issue the Notes under an Indenture and the Secured Party will hold funds in bank accounts for the benefit of the Noteholders.

The parties are entering into this Agreement to perfect the security interest in the bank accounts.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.  References to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS

Section 2.1.Description of Accounts.  The Financial Institution has established the following accounts (each, a “Collateral Account”):

“Exchange Note Collection Account —                       as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 20  -  ” with account number        .

“Reserve Account —                       as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 20  -  ” with account number        .

Section 2.2.Account Changes.  Neither the Financial Institution nor the Grantors will change the name or account number of a Collateral Account without the consent of the Secured Party.  The Financial Institution will promptly notify the Servicer of any changes.  This Agreement will apply to each successor account to a Collateral Account, which will also be a Collateral Account.

Section 2.3.Account Types.  The Financial Institution agrees that each Collateral Account is, and will be maintained as, either a “securities account” (as defined in Section 8-501 of the UCC) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Section 2.4.Securities Accounts.  If a Collateral Account is a securities account, the Financial Institution agrees that:

(a)Financial Assets.  It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); and

(b)Registration and Indorsement.  It will ensure that all financial assets (other than cash) credited to the Collateral Account are registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution and that no financial asset credited to the Collateral Account is registered in the name of a Grantor, payable to the order of a Grantor or specially indorsed to a Grantor unless it has been indorsed to the Financial Institution or in blank.

ARTICLE III
SECURED PARTY CONTROL

Section 3.1.Control of Collateral Accounts.  To establish “control” of the Collateral Accounts by the Secured Party under Sections 9-104 and 9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a “Secured Party Order”) without the need for consent by the Grantor or any other Person.

Section 3.2.Investment Instructions.  If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

Section 3.3.Conflicting Orders or Instructions.  If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantors or any other Person,

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the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantors or such other Person.

ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF

Section 4.1.Subordination.  If the Financial Institution has a security interest in a Collateral Account, the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.

Section 4.2.Set-off and Recoupment.  The cash, investment property, security, instrument or other financial assets credited to a Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or other right in favor of a Person other than the Secured Party.  However, the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.

ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.1.Financial Institution’s Representations and Warranties.  The Financial Institution represents and warrants to the Grantors and the Secured Party as follows:

(a)Enforceability.  This Agreement is the legal, valid and binding obligation of the Financial Institution.

(b)No Agreements with Grantors.  There are no agreements between the Financial Institution and the Grantors relating to a Collateral Account other than this Agreement, the Indenture and the other Transaction Documents.

(c)No Other Agreements.  The Financial Institution has not entered into an agreement relating to a Collateral Account in which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.

(d)No Limitations.  The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution’s obligation to comply with any Secured Party Order.

(e)No Liens.  Except for the claims and interests of the Secured Party and the Grantors, the Financial Institution does not know of a lien on, or claim to, or interest in, a Collateral Account or in the cash or other financial assets credited to a Collateral Account.

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Section 5.2.Financial Institution’s Covenants.

(a)Statements, Confirmations and Other Correspondence.  The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantors and the Secured Party.

(b)Notice of Claim.  If a Person asserts a lien, encumbrance or claim against a Collateral Account (or in the cash or other financial assets credited to a Collateral Account), the Financial Institution will promptly notify the Secured Party.

(c)Negative Covenants.  Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating to a Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party or (ii) an agreement limiting or conditioning the Financial Institution’s obligation to comply with Secured Party Orders.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Location of Financial Institution.  For purposes of the UCC, New York will be the location of (i) the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and (ii) the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

Section 6.2.Reliance by Financial Institution.  The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order.  The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.

Section 6.3.Termination and Replacement of Financial Institution.  The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture.  The Grantors may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution.  No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

Section 6.4.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 (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.4 will survive the termination of this Agreement.

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Section 6.5.Limitation of Liability.

(a)Financial Institution.  The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement.  The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.

(b)Secured Party.  In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.

Section 6.6.Conflict With Other Agreement.  If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

Section 6.7.Termination.  This Agreement will terminate on the date the security interests of the Secured Party in each Collateral Account are terminated under the Indenture and the Secured Party has notified the Financial Institution of the termination of the security interest.  The termination of this Agreement will not terminate a Collateral Account or change the obligations of the Financial Institution to the Grantors relating to a Collateral Account.

ARTICLE VII
MISCELLANEOUS

Section 7.1.Amendment.

(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, in each case without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Grantor, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 7.1(a)(ii), with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.

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Section 7.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.

Section 7.3.Notices.

(a)Notices to Parties.  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;

(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 Indenture, which address the party may change by notifying the other parties.

Section 7.4.GOVERNING LAW.  THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.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 7.6.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 7.7.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.

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Section 7.8.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 7.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10.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]

7

EXECUTED BY:

CAB EAST LLC,
	as a Grantor
By:
	Name:
	Title:
CAB WEST LLC,
	as a Grantor
By:
	Name:
	Title:
,
	as Secured Party
By:
	Name:
	Title:
,
	as Financial Institution
By:
	Name:
	Title:

[Signature Page to Titling Company Account Control Agreement]

EX-10.10

EXHIBIT 10.10

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

FORD CREDIT AUTO LEASE TRUST 20  -  ,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

and

                                            ,

as Asset Representations Reviewer

Dated as of       , 20  

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
	Section 1.1.	Usage and Definitions	1
	Section 1.2.	Additional Definitions	1
	Section 1.3.	Review Materials and Test Definitions	2
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER			2
	Section 2.1.	Engagement; Acceptance	2
	Section 2.2.	Confirmation of Status	2
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS			3
	Section 3.1.	Review Notices	3
	Section 3.2.	Identification of Review Leases	3
	Section 3.3.	Review Materials	3
	Section 3.4.	Performance of Reviews	3
	Section 3.5.	Review Reports	4
	Section 3.6.	Review Representatives	5
	Section 3.7.	Dispute Resolution	5
	Section 3.8.	Limitations on Review Obligations	5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER			6
	Section 4.1.	Representations and Warranties	6
	Section 4.2.	Covenants	7
	Section 4.3.	Fees and Expenses	7
	Section 4.4.	Limitation on Liability	8
	Section 4.5.	Indemnification by Asset Representations Reviewer	8
	Section 4.6.	Indemnification of Asset Representations Reviewer	8
	Section 4.7.	Inspection of Asset Representations Reviewer; Access to Records	9
	Section 4.8.	Delegation of Obligations	10
	Section 4.9.	Confidential Information	10
	Section 4.10.	Personally Identifiable Information	11
ARTICLE V RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRSENTATIONS REVIWER			13
	Section 5.1.	Eligibility Requirements for Asset Representations Reviewer	13
	Section 5.2.	Resignation and Removal of Asset Representations Reviewer	13
	Section 5.3.	Successor Asset Representations Reviewer	14
	Section 5.4.	Merger, Consolidation or Succession	14
ARTICLE VI OTHER AGREEMENTS			14
	Section 6.1.	Independence of Asset Representations Reviewer	14
	Section 6.2.	No Petition	15
	Section 6.3.	Limitation of Liability of Owner Trustee	15
	Section 6.4.	Termination of Agreement	15
ARTICLE VII MISCELLANEOUS PROVISIONS			15
	Section 7.1.	Amendments	15
	Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	16
	Section 7.3.	Notices	16
	Section 7.4.	GOVERNING LAW	16
	Section 7.5.	Submission to Jurisdiction	16
	Section 7.6.	WAIVER OF JURY TRIAL	17

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	Section 7.7.	No Waiver; Remedies	17
	Section 7.8.	Severability	17
	Section 7.9.	Headings	17
	Section 7.10.	Counterparts	17
Schedule A —Review Materials
Schedule B — Representations and Warranties and Tests

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of       , 20   (this “Agreement”), among FORD CREDIT AUTO LEASE TRUST 20  -  , a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and                    , a                    , as Asset Representations Reviewer.

BACKGROUND

In the normal course of its business, the Titling Companies purchase leases and leased cars, light trucks and utility vehicles from motor vehicle dealers.

In connection with a securitization transaction sponsored by Ford Credit, the Titling Companies issued a 20  -   Exchange Note to Ford Credit that is secured by a 20  -   Reference Pool of Leases and Leased Vehicles.  Ford Credit sold the 20  -   Exchange Note to the Depositor, who sold it to the Issuer.

The Issuer has granted a security interest in the 20  -   Exchange Note to the Indenture Trustee, for the benefit of the Secured Parties, as security for the Notes issued by the Issuer under the Indenture.

The Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Leases for compliance with the representations and warranties made by Ford Credit and the Depositor about the Leases in the 20  -   Reference Pool.

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 1 to the 20  -   Exchange Note Supplement, dated as of           , 20   (the “Exchange Note Supplement”), 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, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.

Section 1.2.Additional Definitions.  The following terms have the meanings given below:

“Confidential Information” has the meaning stated in Section 4.9(b).

“Contract” has the meaning stated in Schedule A.

“Information Recipient” has the meaning stated in Section 4.9(a).

“Indemnified Parties” has the meaning stated in Section 4.6(a).

“Issuer PII” has the meaning stated in Section 4.10(a).

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.10(a).

“Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Review Lease according to Section 3.4.

“Review Fee” has the meaning stated in Section 4.3(b).

“Review Materials” means, for a Review and a Review Lease, the documents and other materials listed in Schedule A, as applicable.

“Review Report” means, for a Review, the report of the Asset Representations Reviewer as described in Section 3.5.

“Test” has the meaning stated in Section 3.4(a).

“Test Complete” has the meaning stated in Section 3.4(c).

“Test Fail” has the meaning stated in Section 3.4(a).

“Test Pass” has the meaning stated in Section 3.4(a).

Section 1.3.Review Materials and Test Definitions.  Capitalized terms or terms or phrases in quotation marks used in the Tests, if not defined in Appendix 1 to the Exchange Note Supplement, Appendix A to the Credit and Security Agreement or in this Agreement, including Schedule A to this Agreement, refer to sections, titles or terms in the Contract or other Review Materials.

ARTICLE II
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1.Engagement; Acceptance.  The Issuer engages            to act as the Asset Representations Reviewer for the Issuer.             accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

Section 2.2.Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Leases for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

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ARTICLE III
ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1.Review Notices.  On receipt of a Review Notice from the Indenture Trustee according to Section 7.2 of the Indenture, the Asset Representations Reviewer will start a Review.  The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.

Section 3.2.Identification of Review Leases.  Within ten Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Review Leases.

Section 3.3.Review Materials.

(a)Access to Review Materials.  The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Review Leases within 60 days after receipt of the Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer where the Lease Files are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials for the Review.

(b)Missing or Insufficient Review Materials.  The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 20 days before completing the Review.  The Servicer will have 15 days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency.  If the missing Review Materials or other documents have not been provided by the Servicer within 15 days, the related Review Receivable will have a Test Fail for the Test or Tests that require use of the missing or insufficient Review Materials.  If the Contract for any Review Receivable is not provided or is illegible, the Asset Representations Reviewer will be unable to perform any Tests and the related Review Lease will have an overall Test Fail for all Tests.  In either of these cases, the Test or Tests will be considered completed and the Review Report will report a Test Fail for the related Review Lease or applicable representation or warranty and the reason for the Test Fail.

Section 3.4.Performance of Reviews.

(a)Test Procedures.  For a Review, the Asset Representations Reviewer will perform for each Review Lease the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials necessary to perform the procedures as stated in the Test.  For each Test and Review Lease, the Asset Representations Reviewer will

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determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).  If a Test or part of a Test cannot be performed for a Review Lease because the Test circumstances do not apply to the Review Lease, the Test will be considered to be satisfied and will be reported as a Test Pass.

(b)Review Period.  The Asset Representations Reviewer will complete the Review of all of the Review Leases within 60 days after receiving access to the Review Materials under Section 3.3(a).  However, if missing or additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Review period will be extended for an additional 30 days.

(c)Completion of Review for Certain Review Leases.  Following the delivery of the list of the Review Leases and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Lease is paid in full by the Lessee or reallocated from the 20  -   Reference Pool by the Sponsor, the Depositor or the Servicer according to the Transaction Documents.  If such a notice is received, the Asset Representations Reviewer will immediately terminate all Tests of such Lease and the Review of the Lease will be considered complete (a “Test Complete”).  In this case, the Asset Representations Reviewer will report a Test Complete for the Lease on the Review Report and the related reason.

(d)Previously Reviewed Lease; Duplicative Tests.  If a Review Lease was included in a prior Review, the Asset Representations Reviewer will not perform any Tests on it, but will report the results of the previous Tests in the Review Report for the current Review and note that the results relate to a prior Review.  If the same Test is required for more than one representation or warranty listed on Schedule B, the Asset Representations Reviewer will only perform the Test once for each Review Lease but will report the results of the Test for each applicable representation and warranty on the Review Report.

(e)Termination of Review.  If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date.  On receipt of notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.

Section 3.5.Review Reports.  Within five days after the end of the Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Sponsor, the Depositor, the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Review Lease whether there was a Test Pass or a Test Fail for each Test, or whether the Review Lease was an overall Test Fail (for a missing or illegible Contract) or a Test Complete.  For each Test Fail, overall Test Fail or Test Complete, the Review Report will indicate the related reason.  The Review Report will contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional detail on the Test results.

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Section 3.6.Review Representatives.

(a)Servicer Representative.  The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about the Review Materials or Tests, access to Review Materials on the Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b)Asset Representations Reviewer Representative.  The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of a Review.

(c)Questions About Review.  The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Review Report.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from a Noteholder or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.7.Dispute Resolution.  If a Lease that was Reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 3.4 of the Exchange Note Sale Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 3.4 of the Exchange Note Sale Agreement.  However, if such expenses are not paid by a party to the dispute resolution within [90] after the end of the proceeding, the expenses will be paid by the Issuer according to Section 4.3(d).

Section 3.8.Limitations on Review Obligations.

(a)Review Process Limitations.  The Asset Representations Reviewer is not obligated to:

(i)determine whether a Delinquency Trigger has occurred or whether the required percentage of the Noteholders has voted to direct a Review under the Indenture, and may rely on the information in any Review Notice delivered by the Indenture Trustee;

(ii)determine which Leases are subject to a Review, and may rely on the lists of Review Leases provided by the Servicer;

(iii)obtain or confirm the validity of the Review Materials, and may rely on the accuracy and completeness of the Review Materials and will have no liability for any errors in the Review Materials and;

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(iv)obtain missing or insufficient Review Materials from any party or any other source; or

(v)take any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Review Leases.

(b)Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will not be obligated to perform additional procedures on any Review Lease or to provide any information other than a Review Report.  However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Lease that it determines in good faith to be material to the Review.

ARTICLE IV
ASSET REPRESENTATIONS REVIEWER

Section 4.1.Representations and Warranties .  The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

(a)Organization and Qualification.  The Asset Representations Reviewer is duly organized and validly existing as a              in good standing under the laws of             .  The Asset Representations Reviewer is qualified as a foreign             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 Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, 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 the performance of the Asset Representations Reviewer’s 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 Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Asset Representations Reviewer’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having

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jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Asset Representations Reviewer’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 Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)Eligibility.  The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

Section 4.2.Covenants.  The Asset Representations Reviewer covenants and agrees that:

(a)Eligibility.  It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

(b)Review Systems; Personnel.  It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Lease and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

(c)Maintenance of Review Materials.  It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement.

Section 4.3.Fees and Expenses.

(a)Annual Fee.  The Issuer will, or will cause the Administrator to, pay the Asset Representations Reviewer as compensation for acting as the Asset Representations Reviewer under this Agreement an annual fee separately agreed to by the Issuer and the Asset Representations Reviewer.  The annual fee will be paid as agreed by the Issuer and the Asset Representations Reviewer until this Agreement is terminated.

(b)Review Fee.  Following the completion of a Review and the delivery to the Indenture Trustee of the Review Report, or the termination of a Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of up to $      for each Review Lease for which the Review was started

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(the “Review Fee”).  However, no Review Fee will be paid for any Review Lease which was included in a prior Review or for which no Tests were completed before the Asset Representations Reviewer received notice of termination of the Review according to Section 3.4(e) or due to missing or insufficient Review Materials under Section 3.3(b).  If a detailed invoice is submitted on or before the first day of a month, the Review Fee will be paid by the Issuer starting on or before the Payment Date in that month.  However, if the Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review no later than five Business Days before the final Payment Date to be reimbursed no later than the final Payment Date.

(c)Reimbursement of Travel Expenses.  If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review on receipt of a detailed invoice.

(d)Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within [90] days after the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses on receipt of a detailed invoice.

(e)Payments by Issuer. All amounts payable by the Issuer under this Section 4.3 will be payable according to the priority of payments in Section 8.2 of the Indenture.

Section 4.4.Limitation on Liability.  The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.5.Indemnification by Asset Representations Reviewer .  The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (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 that Person to enforce the indemnification obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.6.Indemnification of Asset Representations Reviewer.

(a)Indemnification.  The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of

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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 indemnification obligations of the Issuer and the Administrator), but excluding any fee, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

(b)Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), promptly notify the Issuer and the Administrator of the Proceeding.  The Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Issuer or the 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 Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer and the 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 Issuer or the Administrator, as applicable, and an Indemnified Person.  If there is a conflict, the Issuer or the Administrator will pay for 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 Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

(c)Survival of Obligations.  The obligations of the Issuer and the Administrator under this Section 4.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(d)Repayment.  If the Issuer or the Administrator makes a payment to an Indemnified Person under this Section 4.6 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 Issuer or the Administrator, as applicable.

Section 4.7.Inspection of Asset Representations Reviewer; Access to Records.  The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to have access to and review the Asset Representations Reviewer and the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement.  In addition, the Asset Representations Reviewer will permit the Issuer’s, the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees.  Any access and review will be subject to the Asset Representations Reviewer’s confidentiality and privacy policies.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

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Section 4.8.Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

Section 4.9.Confidential Information.

(a)Treatment.  The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information.  The Confidential Information will not, without the consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (each, an “Information Recipient”) other than for the purposes of performing Reviews of Review Leases or performing its obligations under this Agreement.  The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by Ford Credit or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b)Definition.  “Confidential Information” means oral, written and electronic materials (regardless of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i)lists of Review Leases and any related Review Materials;

(ii)origination and servicing guidelines, policies and procedures, and form contracts; and

(iii)notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by an Information Recipient, (B) was available to, or becomes available to, an Information Recipient on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipient who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipient, (C) is independently developed by an Information Recipient without the use of the Confidential Information, as shown by the Information Recipient’s files and records or other evidence in its possession or (D) the Issuer or the Servicer gives permission to the Information Recipient to release.

(c)Protection.  The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less

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than a reasonable standard of care.  The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.10.

(d)Disclosure.  If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required disclosure, the Asset Representations Reviewer, if permitted by applicable law, regulation, rule or order, will use its reasonable efforts to notify the Issuer and the Servicer of the requirement and will cooperate, at the Servicer’s expense, in the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e)Responsibility for Information Recipients.  The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information Recipients.

(f)Violation.  The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Issuer or the Servicer to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

Section 4.10.Personally Identifiable Information.

(a)Definitions.  “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.  “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b)Use of Issuer PII.  The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement.  The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Issuer PII.  The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and

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integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement.  These safeguards will include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (including intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)Additional Limitations.  In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i)The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the consent of the Issuer or (C) as required by applicable law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii)The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the consent of the Issuer.

(d)Notice of Breach.  The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

(e)Return or Disposal of Issuer PII.  Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer.  Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

(f)Compliance; Modification.  The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.10.  The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary for either party to comply with applicable law.

(g)Audit of Asset Representations Reviewer.  The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s

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normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.10 with the inspections described in Section 4.7.  The Asset Representations Reviewer will also permit the Issuer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h)Affiliates and Third Parties.  If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V
RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRSENTATIONS REVIWER

Section 5.1.Eligibility Requirements for Asset Representations Reviewer.  The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Leases prior to the Closing Date.

Section 5.2.Resignation and Removal of Asset Representations Reviewer.

(a)No Resignation.  The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law.  The Asset Representations Reviewer will notify the Issuer and the Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date, including an Opinion of Counsel supporting its determination.

(b)Removal.  If any of the following events occur, the Issuer may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement by notifying the Asset Representations Reviewer:

(i)the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

(ii)the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)an Insolvency Event of the Asset Representations Reviewer occurs.

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(c)Notice of Resignation or Removal.  The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d)Continue to Perform After Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).

Section 5.3.Successor Asset Representations Reviewer .

(a)Engagement of Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

(b)Effectiveness of Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c)Transition and Expenses.  If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer.  The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice in reasonable detail from the Issuer or the successor Asset Representations Reviewer.

Section 5.4.Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the Asset Representations Reviewer’s business, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Independence of Asset Representations Reviewer.  The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless authorized by the Issuer or the

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Owner Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Issuer or the Owner Trustee and will not be considered an agent of the Issuer or the Owner Trustee.  Nothing in this Agreement will make the Asset Representations Reviewer and either of the Issuer or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.No Petition.  Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all Secured Obligations, including all Exchange Notes, and any other Securities, (b) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (c) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) either Titling Company or either Holding Company, (ii) the Depositor or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will survive the termination of this Agreement.

Section 6.3.Limitation of Liability of Owner Trustee .  This Agreement has been signed on behalf of the Issuer by                   not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will                       in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

Section 6.4.Termination of Agreement.  This Agreement will terminate on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1.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 Asset Representations Reviewer, in each case without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the 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 7.1(a)(ii), with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with

15

each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Indenture Trustee Consent. No amendment to this Agreement that could have a material adverse effect on the rights or responsibilities of the Indenture Trustee will be effective without the consent of the Indenture Trustee.

(c)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)Assignment.  Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.

Section 7.3.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;

(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 Indenture, which address the party may change by notifying the other parties.

Section 7.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.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

16

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 has been brought in an inconvenient forum.

Section 7.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 7.7.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 7.8.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 7.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10.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]

17

EXECUTED BY:

FORD CREDIT AUTO LEASE TRUST 20  -  ,
as Issuer
By:	, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:
,
	as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

Schedule A

Review Materials

1.A copy of the Lease File that includes the following documents, if applicable:

(a)The motor vehicle lease agreement or similar document as amended that evidences the Lease.

(b)The following documents related to the Lease (collectively, the “Amendments”):

(i)Any correction notices to the Lease prior to the Cutoff Date, and

(ii)Any modification agreements completed by the parties to the Lease prior to the Cutoff Date;

(c)The certificate of title, motor vehicle lien statement, application for title, application for registration for motor vehicle, certificate of origin or manufacturer statement of origin for a vehicle, or other evidence (including eAtlas reporting for electronic titling states) showing the security interest in the Leased Vehicle (collectively, the “Title Documents”);

(d)Proof of insurance;

(e)Any ancillary documents for credit insurance, service contracts or other products and services (collectively, the “Ancillary Documents”);

(f)Military orders; and

(g)State specific documents related to the Lease.

2.Copies of applicable Ford Credit procedures, as of the date of the Lease, including:

(a)Ford Credit’s procedure listing approved lease forms as of the date of the Lease (the “List of Approved Contract Forms”);

(b)Ford Credit’s procedure listing acceptable name variations of Ford Credit, Lincoln Automotive Financial Services, CAB East LLC, CAB West LLC, CABT and HTD Leasing LLC (the “List of Acceptable Name Variations”); and

(c)Ford Credit’s procedure listing approved providers and form numbers for credit insurance, service contracts and other products and services (the “List of Approved Products”).

SA-1

3.A copy of the Red Carpet Lease Assignment with the Dealer that originated the Lease (the “Dealer Assignment”).

4.Applicable screen prints from Ford Credit’s receivables systems.

SA-2

Schedule B

Representations and Warranties and Tests

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
Section 3.3(a) — Origination of Leases.  The Lease was originated by a Dealer in the United States and has a garaging location in an Eligible State.  The Lease was originated by a Dealer for the retail lease of a Leased Vehicle in the ordinary course of the Dealer’s business.  The Lease was signed by the parties to the Lease.  The Lease was purchased by a Titling Company qualified to hold the Lease and the related Leased Vehicle and was validly assigned by the Dealer to that Titling Company.	Test 3.3(a) — 1: Dealer Address Observe the address of the Dealer on the Lease and confirm it is in the United States. Test 3.3(a) — 2: Garaging Location Observe the Lease account in Ford Credit’s receivables systems and confirm the state in the garaging address on the Lease Date corresponds to the correct Titling Company as stated in the applicable Ford Credit procedure. Test 3.3(a) — 3: Lease Signed Observe the Lease and confirm signatures are present for the Dealer and the Lessee. Test 3.3(a) — 4: Lease Form Observe the form number and revision date on the Lease and confirm they are on the List of Approved Contract Forms. Test 3.3(a) — 5: Qualified Titling Company Observe the Lease and confirm the Titling Company identified as the Holder is qualified to do business in the state of the Dealer’s address. Test 3.3(a) — 6: Valid Assignment Observe the Lease and confirm the Dealer’s signature is present to assign the lease to a Titling Company. Test 3.3(a) — 7: Dealer Confirmation Observe the Dealer name on the Lease and confirm it matches the Dealer name on the Dealer Assignment.
Section 3.3(b) — New Vehicle.  The Leased Vehicle was a new car, light truck or utility vehicle according to the Underwriting Procedures at the beginning of the related Lease.	Test 3.3(b) — 1: New Vehicle Observe the Lease account in Ford Credit’s receivables systems and confirm that the Leased Vehicle is identified as “new” or “demo.”
Section 3.3(c) — Monthly Payments.  The Lease (if not an Advance Payment Plan Lease) provides for monthly payments in U.S. dollars in an amount equal to the sum of (i) a level scheduled payment that provides a fixed internal rate of return and amortizes the Adjusted Capitalized Cost stated in the Lease to the Contract Residual Value of the related Leased Vehicle over the term of the Lease, plus (ii) other fees and taxes on the Lease.	Test 3.3(c) — 1: Monthly Payments Observe the Lease and confirm it reflects monthly payments. Test 3.3(c) — 2: U.S. Dollars Observe the Lease and confirm it is payable in U.S. dollars. Test 3.3(c) — 3: Level Monthly Payments Observe the Lease and confirm it reflects a level scheduled payment. Test 3.3(c) — 4: Rate of Return Observe the Lease and confirm the sum of “Depreciation and other Amortized Amounts” and “Rent Charge” divided by “Lease Payments” equals “Base Payment.” Test 3.3(c) — 5: Amortization Observe the Lease and confirm “Adjusted Capitalized Cost” minus the product of “Lease Payments” multiplied by “Base Payment” minus “Rent Charge” equals “Residual Value.”

SB-1

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
	Test 3.3(c) — 6: Total Payment Observe the Lease and confirm “Base Payment” plus other fees and taxes equals “Total Payment.”
Section 3.3(d) — Certificate of Title.  The Leased Vehicle was titled, or the Servicer has started procedures that will result in the Leased Vehicle being titled in a manner acceptable to the relevant governmental authority.	Test 3.3(d) — 1: Garaging Location Observe the Lease account in Ford Credit’s receivables systems and confirm the state in the garaging address on the Cutoff Date matches the state on the Title Documents. Observe the Title Documents and confirm they reflect the Titling Company as stated in the applicable Ford Credit procedure, using a name included in the List of Acceptable Name Variations, as the Owner. Test 3.3(d) — 2: Title Verification Observe the Holder on the Lease and confirm it matches the Owner on the Title Documents. Observe the vehicle identification number on the Lease and confirm it matches the vehicle identification number on the Title Documents.
Section 3.3(e) — No Government Lessee.  The Lease is not an obligation of the United States or a State or local government or of an agency, department, instrumentality or political subdivision of the United States or a State or local government.	Test 3.3(e) — 1: No Government Lessee Observe the Lease and confirm the Leased Vehicle is leased for personal use or, if not, confirm the Lessee is not a government Lessee.  If the name of the Lessee contains a word indicating it may be a government Lessee, use online sources to confirm the Lessee is a commercial business and not a government Lessee.
Section 3.3(f) — No Commercial Lessee.  The Lease is not a commercial lease contract, master lease contract or fleet vehicle lease contract, but the Lease may have been entered by a business entity and the Leased Vehicle may be used for commercial purposes.	Test 3.3(f) — 1: Lease Form Observe the form number and revision date on the Lease and confirm they are on the List of Approved Contract Forms.
Section 3.3(g) — Insurance.  The Lease requires the Lessee to have physical damage insurance covering the Leased Vehicle.	Test 3.3(g) — 1: Insurance Observe the Lease and confirm it contains an agreement from the Lessee to insure against loss of or risk to the Leased Vehicle.
Section 3.3(h) — Compliance with Underwriting Procedures.  The Lease was underwritten according to the Underwriting Procedures in all material respects.	Test 3.3(h) — 1: Lease Form Observe the form number and revision date on the Lease and confirm they are on the List of Approved Contract Forms. Test 3.3(h) — 2: Leased Vehicle Description Observe the Lease and confirm the description of the Leased Vehicle, including the vehicle identification number, year, make and model, new, used or demo and use, matches the vehicle information for the Lease account in Ford Credit’s receivables systems. Observe each Ancillary Document, if any, and confirm any information describing the Leased Vehicle matches the corresponding information on the Lease. Test 3.3(h) — 3: Fees and Additional Products Observe the fees, if any, included in the “Amounts Due At Lease Signing or Delivery” section of the Lease and confirm they do not exceed the limits

SB-2

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
	stated in the applicable Ford Credit procedure. Observe the Lease and confirm the amount the acquisition fee is the amount required by Ford Credit procedure and, if it is an advance payment lease, confirm the acquisition fee is listed in the “Amounts Due At Lease Signing or Delivery” section. Observe the amount for each additional product, if any, included in the “Itemization of Gross Capitalized Cost” section of the Lease and confirm each amount does not exceed the advance cap amount stated in the applicable Ford Credit procedure. Test 3.3(h) — 4: Lease Signed Observe the Lease and confirm signatures are present for the Dealer and the Lessee. Test 3.3(h) — 5: Insurance Observe the insurance section of the Lease and confirm the minimum limits meet the requirements as stated in the applicable Ford Credit procedure. Confirm the Lease File contains proof of insurance as stated in the applicable Ford Credit procedure. Test 3.3(h) — 6: Dealer Confirmation Observe the Lease and confirm that the Dealer name matches the Dealer name on the Red Carpet Lease Assignment. Test 3.3(h) — 7: Additional Document Requirements Observe the Lease account in Ford Credit’s receivables systems and confirm that no additional document requirements are indicated for origination or, if so, confirm all required documents are in the Lease File. Test 3.3(h) — 8: Notice to Co-Signer Observe the Lease and confirm the “Vehicle Use” is personal and if so, confirm if a “Notice to Cosigner” document is required by the applicable Ford Credit procedure and if so, confirm a signed and dated “Notice to Cosigner” document is in the Lease File. Test 3.3(h) — 9: Odometer Disclosure Statement Observe the Odometer Disclosure Statement and confirm it is completed and signed as stated in the applicable Ford Credit procedure. Test 3.3(h) — 10: Finance Company and Holder Observe the Lease and confirm the “Finance Company” and “Holder” section is completed as stated in the applicable Ford Credit procedure.
Section 3.3(i) — Valid Assignment.  The Lease was originated in, and is subject to the laws of, a jurisdiction which permits the sale and assignment of the Lease and the related Leased Vehicle to the Titling Company.  The terms of the Lease do not limit the right of the owner of the Lease to sell the Lease.	Test 3.3(i) — 1: Lease Form Observe the form number and revision date on the Contract and confirm they are on the List of Approved Contract Forms.
Section 3.3(j) — Compliance with Law.  At the time it was originated, the Lease complied in all material respects with all	Test 3.3(j) — 1: Lease Form Observe the form number and revision date on the Lease and confirm they are on the List of Approved Contract Forms.

SB-3

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)

Tests

requirements of law in effect at the time.

Test 3.3(j) — 2: Legibility of Lease Observe the Lease and confirm all printed sections are legible and aligned on the correct line. Test 3.3(j) — 3: Additional Product Provider and Form Observe the provider name, form number and revision date on each Ancillary Document, if any, and confirm they are on the List of Approved Products. Test 3.3(j) — 4: Lease Signed Observe the Lease and confirm signatures are present for the Dealer and the Lessee. Test 3.3(j) — 5: Total of Payments Observe the “Total of Payments” on the Lease. Calculate the “Total of Payments” using the “Amount Due at Lease Signing or Delivery” plus “The total of Your monthly payment is” minus “Your first monthly payment of” and confirm it matches “Total of Payments.” Test 3.3(j) — 6: Payment Schedule Observe the scheduled due date on the Lease and confirm it follows the payment due date requirements in the applicable Ford Credit procedure. Test 3.3(j) — 7: Tax Disclosure Observe the Lease and confirm the tax on capitalized cost reduction, if any, is disclosed as required by Ford Credit procedure. Test 3.3(j) — 8: Gross Capitalized Cost Observe the “Gross capitalized cost” in the “Your payment is determined as shown below” section of the Lease and confirm that it equals the “Total Gross Capitalized Cost” in the “Itemization of Gross Capitalized Cost” section. Test 3.3(j) — 9: Adjusted Capitalized Cost Observe the “Your payment is determined as shown below” section of the Lease and confirm that “Gross capitalized cost” minus “Capitalized cost reduction” equals “Adjusted capitalized cost.” Test 3.3(j) — 10: Term Observe the “Payments” box on the Lease and confirm it matches the “Lease payments” in the “Your payment is determined as shown below” section. Test 3.3(j) — 11: Total Miles Allowed Observe the “Excess Wear and Use” section of the Lease and confirm the price per mile and the mileage lines are completed according to applicable Ford Credit procedure. Test 3.3(j) — 12: Warranty Disclosure Observe the “Warranty” disclosure box on the Lease and confirm it has been completed according to applicable Ford Credit procedure. Test 3.3(j) — 13: Official Fees and Taxes Disclosure Observe the “Official Fees and Taxes” disclosure box on the Lease and confirm it has been competed according to applicable Ford Credit procedure. Test 3.3(j) — 14: Equal Credit Opportunity Act - Origination Observe the Lease account in Ford Credit’s receivables systems and confirm any comments at origination do not conflict with the prohibited practices described in the applicable Ford Credit procedure.

SB-4

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
	Test 3.3(j) — 15: State Disclosures; Contract Complete Observe the Lease and confirm all lines on the Lease are completed or properly left blank. Test 3.3(j) — 16: State-Specific Underwriting Requirements Observe the state in the address of the Dealer on the Lease.  If the state is listed below, perform the tests for the specific state.
Section 3.3(k) — Binding Obligation.  The Lease is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Leased Vehicle and represents the legal, valid and binding payment obligation of the Lessee, enforceable in all material respects by the holder of the Lease, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles and consumer financial protection laws.	Test 3.3(k) — 1: Lease Form Observe the form number and revision date on the Contract and confirm they are on the List of Approved Contract Forms.
Section 3.3(l) — Security Interest in Leased Vehicle.  The Collateral Agent has, or the Servicer has started procedures that will result in the Collateral Agent having, a perfected, first-priority security interest in the Leased Vehicle, which security interest was validly created.	Test 3.3(l) — 1: Security Interest in Lease Vehicle Observe the Title Documents and confirm they show HTD Leasing LLC, using a name included in the List of Acceptable Name Variations, as the first lienholder. Observe the vehicle identification number on the Lease and confirm it matches the vehicle identification number on the Title Documents.
Section 3.3(m) — Good Title to Lease and Leased Vehicle.  The applicable Titling Company has good title, or the Servicer has started procedures that will result in good title, to the Lease and Leased Vehicle, free and clear of Liens other than Permitted Liens.	Test 3.3(m) — 1: Garaging Location Observe the Lease account in Ford Credit’s receivables systems and confirm the state in the garaging address on the Cutoff Date matches the state on the Title Documents. Observe the Title Documents and confirm they reflect the Titling Company as stated in the applicable Ford Credit procedure, using a name included in the List of Acceptable Name Variations, as the Owner. Test 3.3(m) — 2: Valid Assignment Observe the Lease and confirm the Dealer signature is present to assign the lease to the applicable Titling Company.

SB-5

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
Section 3.3(n) — Chattel Paper.  The Lease is either “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC and there is only one original authenticated copy of the Lease.	Test 3.3(n) — 1: Lease Signed Observe the Lease and confirm signatures are present for the Dealer and Lessee. Test 3.3(n) — 2: Lease Form Observe the form number and revision date on the Lease and confirm they are on the List of Approved Contract Forms. Test 3.3(n) — 3: One Original Observe the Lease and confirm it is an electronic contract or, if not, confirm it states “original” above the ply description line.
Section 3.3(o) — Servicing.  The Lease was serviced in compliance with law and the Servicing Procedures in all material respects from the time it was originated to the Cutoff Date.	Test 3.3(o) — 1: Credit Bureau Reporting Observe the Lease account in Ford Credit’s receivables systems and confirm the number of days, if any, the Lease account was past due for each month preceding the Cutoff Date matches the information reported to the credit bureaus for the Lease account. Test 3.3(o) — 2: Lessee Complaints Observe the Lease account in Ford Credit’s receivables systems and confirm that “Complaints/Feedback” is not indicated for the Lease account as of the Cutoff Date or, if so, confirm that the documentation indicated in Ford Credit’s receivables systems related to the complaint follows the applicable Ford Credit procedures. Test 3.3(o) — 3: Equal Credit Opportunity Act - Servicing Observe the customer service notes, if any, for the Lease account in Ford Credit’s receivables systems and confirm any comments do not conflict with the prohibited practices described in the applicable Ford Credit procedure. Test 3.3(o) — 4: Servicemembers Civil Relief Act Observe the Lease account in Ford Credit’s receivables systems and confirm that Servicemembers Civil Relief Act is not indicated for the Lease account as of the Cutoff Date or, if so and if military orders are in the Lease File, confirm the lease factor for the Lease account indicated in Ford Credit’s receivables systems is less than or equal to 4.25%.
Section 3.3(p) — No Bankruptcy.  As of the Cutoff Date, the Sponsor’s receivables systems do not indicate that the Lessee on the Lease is a debtor in a bankruptcy proceeding.	Test 3.3(p) — 1: No Bankruptcy Observe the Lease account in Ford Credit’s receivables systems as of the Cutoff Date and confirm the “Bankrupt” field is blank.
Section 3.3(q) — Leases in Force.  As of the Cutoff Date, neither the Sponsor’s receivables systems nor the Lease File indicate that the Lease (i) was a Terminating Lease or a Closed Lease or (ii) was satisfied, subordinated, rescinded, cancelled or terminated.	Test 3.3(q) — 1: Terminating Lease or Closed Lease Observe the Lease account in Ford Credit’s receivables systems and confirm it was not a Terminating Lease or a Closed Lease. Test 3.3(q) — 2: Leases in Force Observe the Lease account in Ford Credit’s receivables systems and confirm it was an active account on the Cutoff Date.

SB-6

Representation and Warranty (Section references are to the  Exchange Note Purchase Agreement)	Tests
Section 3.3(r) — No Amendments or Modifications.  No material term of the Lease has been affirmatively amended or modified (other than the assessment of a security deposit or a Payment Extension Fee or the payment of any other amount that would be a Lease Administration Amount, or a default relating to failure by the related Lessee to pay any such amount), except amendments and modifications indicated in the Sponsor’s receivables systems or in the Lease File.	Test 3.3(r) — 1: No Amendments Observe the Lease account in Ford Credit’s receivables systems and confirm a “Substitution Agreement” and/or “Transfer of Lease” account message is not indicated or, if so, confirm a substitution agreement and/or transfer agreement is in the Lease File.
Section 3.3(s) — No Extensions.  As of the Cutoff Date, the Lease was not amended to extend the due date for any payment, other than Payment Extensions totaling no more than three months, as recorded in the Sponsor’s receivables systems and in the Lease File.	Test 3.3(s) — 1: No Extensions Observe the Lease account in Ford Credit’s receivables systems and confirm the Lease was not extended more than three months as of the Cutoff Date.
Section 3.3(t) — No Defenses.  There is no right of rescission, setoff, counterclaim or defense asserted or threatened against the Lease indicated in the Sponsor’s receivables systems or in the Lease File.	Test 3.3(t) — 1: No Defenses Observe the Lease account in Ford Credit’s receivables systems and confirm there are no “Litigation Pending,” “Attorney Representation” and/or “Second Lien” account messages or, if so, confirm the account message(s) were not present as of the Cutoff Date.
Section 3.3(u) — No Payment Default.  Except for a payment that is not more than 30 days Delinquent as of the Cutoff Date, no payment default exists on the Lease.	Test 3.3(u) — 1: No Payment Default Observe the Lease account in Ford Credit’s receivables systems and confirm the Lease was not more than 30 days Delinquent as of the Cutoff Date.
Section 3.3(v) — Maturity of Leases.  The Lease has a Scheduled Lease End Date of not greater than [48] months from its Lease Date.	Test 3.3(v) — 1: Maturity of Leases Observe the “Lease Term in Months” on the Lease and confirm it is not greater than [48].

SB-7

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY FOR REGISTRATION STATEMENT OF
FORD CREDIT AUTO LEASE TWO LLC
COVERING ASSET BACKED SECURITIES

EACH OF THE UNDERSIGNED PERSONS appoints each of Susan J. Thomas and Robert G. Mossel his or her attorney and agent to do any and all acts and things and execute in his or her name (whether on behalf of FORD CREDIT AUTO LEASE TWO LLC, or as an officer or Manager of FORD CREDIT AUTO LEASE TWO LLC) on all documents the attorney and agent determines is necessary or advisable to enable FORD CREDIT AUTO LEASE TWO LLC to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement, including the power and authority to sign his or her name to that Registration Statement and to any amendments to the Registration Statement or any of the exhibits or schedules or the Prospectus to be filed with the Securities and Exchange Commission, and to file the same with the Securities and Exchange Commission.  Each of the undersigned ratifies and confirms all actions of the attorneys and agents taken under this power of attorney. Either attorney and agent will have, and may exercise, all the powers given by this power of attorney.

EXECUTED on December 11, 2015.

/s/ DAVID A. WEBB	/s/ SUSAN J. THOMAS
David A. Webb	Susan J. Thomas
/s/ MARION B. HARRIS	/s/ JANE L. CARNARVON
Marion B. Harris	Jane L. Carnarvon

Ford Credit Auto Lease Two LLC
c/o Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126

I, Susan J. Thomas, am Secretary of Ford Credit Auto Lease Two LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of managers of the Company on September 25, 2007, and those resolutions have not been amended, rescinded or otherwise modified.

EXECUTED on December 11, 2015.

/s/ SUSAN J. THOMAS

Susan J. Thomas

Secretary

Robert G. Mossel, as an Assistant Secretary of the Company, certifies that SUSAN J. THOMAS is the duly elected and qualified Secretary of the Company and that the signature above is her signature.

EXECUTED on December 11, 2015.

/s/ ROBERT G. MOSSEL

Robert G. Mossel

Assistant Secretary

* * *

Lease Financing Transactions

RESOLVED, That the Company is authorized to acquire, own, hold, sell, assign, service, pledge and otherwise deal with certificates representing an interest in, or notes secured by, motor vehicle leases (including all right, title and interest in them) relating to new or used motor vehicles, from time to time originated or purchased by Ford Credit or its subsidiaries, and other rights to and proceeds of the foregoing (collectively, the “Certificates”), in connection with any securitization, other structured financing or whole loan transaction (each, a “Lease Financing Transaction”).

Issuance and Sale of Asset Backed Securities

RESOLVED, That, in connection with any Lease Financing Transaction, the Company is authorized to issue and sell, through one or more direct or indirect special purpose trusts (“Trusts”), notes, certificates or other securities in one or more classes or series (“Asset Backed Securities”) collateralized or backed by or representing an interest in, directly or indirectly, the Certificates, in one or more private or public offerings (each, an “Offering”) in the United States or any foreign country.

* * *

Registration of Asset Backed Securities

RESOLVED, That, in connection with any public Offerings of Asset Backed Securities in the United States required to be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, the Company, on behalf of the related Trusts, is authorized to register with the Commission Asset Backed Securities in any principal amount and prepare and file with the Commission one or more registration statements covering such Asset Backed Securities, together with related prospectuses, exhibits and other documents that may be required with respect to the registration and offering of such Asset Backed Securities, and any amendments and supplements to the foregoing documents (collectively, the “Public Documents”).

* * *

RESOLVED, That each manager and Authorized Officer of the Company is authorized to sign in his or her own behalf or in the name and on behalf of the Company any Public Documents or Foreign Public Documents, with such changes and in such forms as such managers and Authorized Officers may deem necessary, appropriate or desirable, as conclusively evidenced by his or her execution of the Public Documents or Foreign Public Documents, and that each Authorized Officer of the Company is authorized to cause any such Public Document or Foreign Public Documents to be filed with the Commission or the appropriate governing body or agency.

* * *

Appointment of Attorneys-In-Fact

RESOLVED, That each manager and Authorized Officer who may be required to sign any Public Documents, Foreign Public Documents or State Documents is authorized to execute a power of attorney appointing Susan J. Thomas, Marion B. Harris, David M. Brandi and any other person designated by such manager or Authorized Officer, individually and not jointly, as attorneys-in-fact with the power and authority to do and perform, in the name and on behalf of such manager or Authorized Officer who had executed such a power of attorney, every act that any such attorneys may deem necessary, appropriate or desirable to be done in connection with such Public Documents, Foreign Public Documents or State Documents as such manager or Authorized Officer might or could do in person, including to sign his or her name in the capacity of attorney on anysuch documents and file the same with the Commission or the appropriate governing body or agency in a foreign jurisdiction or the appropriate State authorities.

RESOLVED, That if a prescribed form of resolutions of the Board of Managers is required (i) for an application or other instrument filed for the purpose of any registration, qualification, permit, license or exemption in any State or (ii) for registration or qualification of Asset Backed Securities with the Commission or any governing body or agency of any foreign country, each such resolution will be deemed adopted; and that the Secretary or Assistant Secretary of the Company is authorized to certify that such resolutions were duly adopted by the Board of Managers by this written consent.

* * *

EX-24.2

EXHIBIT 24.2

POWER OF ATTORNEY FOR REGISTRATION STATEMENT OF
CAB EAST LLC
COVERING ASSET BACKED SECURITIES

EACH OF THE UNDERSIGNED PERSONS appoints each of Susan J. Thomas and Robert G. Mossel his or her attorney and agent to do any and all acts and things and execute in his or her name (whether on behalf of CAB EAST LLC, or as an officer or Manager of CAB EAST LLC) on all documents the attorney and agent determines is necessary or advisable to enable CAB EAST LLC to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement, including the power and authority to sign his or her name to that Registration Statement and to any amendments to the Registration Statement or any of the exhibits or schedules or the Prospectus to be filed with the Securities and Exchange Commission, and to file the same with the Securities and Exchange Commission.  Each of the undersigned ratifies and confirms all actions of the attorneys and agents taken under this power of attorney.  Either attorney and agent will have, and may exercise, all the powers given by this power of attorney.

EXECUTED on December 11, 2015.

/s/ DAVID A. WEBB	/s/ SUSAN J. THOMAS
David A. Webb	Susan J. Thomas
/s/ MARION B. HARRIS	/s/ JANE L. CARNARVON
Marion B. Harris	Jane L. Carnarvon

CAB East LLC
c/o Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126

I, Susan J. Thomas, am Secretary of CAB East LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of managers of the Company on November 1, 2004, and those resolutions have not been amended, rescinded or otherwise modified.

EXECUTED as of December 11, 2015.

/s/ SUSAN J. THOMAS

Susan J. Thomas

Secretary

Robert G. Mossel, as an Assistant Secretary of the Company, certifies that SUSAN J. THOMAS is the duly elected and qualified Secretary of the Company and that the signature above is her signature.

EXECUTED as of December 11, 2015.

/s/ ROBERT G. MOSSEL

Robert G. Mossel

Assistant Secretary

* * *

Future Lease Securitizations

* * *

NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable and in the best interests of the Company that the Company may enter into or otherwise become a party to any Future Transaction.

RESOLVED FURTHER, that, in connection with any Future Transaction, the Company be and is authorized to enter into one or more agreements, documents and instruments necessary or advisable with respect to such Future Transaction.

RESOLVED FURTHER, that the Authorized Officers be, and each of them is, individually authorized and directed to take or cause to be taken any and all actions necessary or appropriate in connection with the foregoing, including to negotiate, execute and deliver, in the name of and on behalf of the Company, such documents, certificates, agreements and instruments in such form as any Authorized Officer may approve consistent with the foregoing, with such changes or modifications as may be approved by an Authorized Officer as necessary or advisable, such Authorized Officer’s approval to be conclusively evidenced by his or her execution and delivery of such documents, certificates, agreements and instruments.

* * *

EX-24.3

EXHIBIT 24.3

POWER OF ATTORNEY FOR REGISTRATION STATEMENT OF
CAB WEST LLC
COVERING ASSET BACKED SECURITIES

EACH OF THE UNDERSIGNED PERSONS appoints each of Susan J. Thomas and Robert G. Mossel his or her attorney and agent to do any and all acts and things and execute in his or her name (whether on behalf of CAB WEST LLC, or as an officer or Manager of CAB WEST LLC) on all documents the attorney and agent determines is necessary or advisable to enable CAB WEST LLC to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement, including the power and authority to sign his or her name to that Registration Statement and to any amendments to the Registration Statement or any of the exhibits or schedules or the Prospectus to be filed with the Securities and Exchange Commission, and to file the same with the Securities and Exchange Commission.  Each of the undersigned ratifies and confirms all actions of the attorneys and agents taken under this power of attorney. Either attorney and agent will have, and may exercise, all the powers given by this power of attorney.

EXECUTED on December 11, 2015.

/s/ DAVID A. WEBB	/s/ SUSAN J. THOMAS
David A. Webb	Susan J. Thomas
/s/ MARION B. HARRIS	/s/ JANE L. CARNARVON
Marion B. Harris	Jane L. Carnarvon

CAB West LLC
c/o Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126

I, Susan J. Thomas, am Secretary of CAB West LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of managers of the Company on November 10, 2006, and those resolutions have not been amended, rescinded or otherwise modified.

EXECUTED as of December 11, 2015.

/s/ SUSAN J. THOMAS

Susan J. Thomas

Secretary

Robert G. Mossel, as an Assistant Secretary of the Company, certifies that SUSAN J. THOMAS is the duly elected and qualified Secretary of the Company and that the signature above is her signature.

EXECUTED as of December 11, 2015.

/s/ ROBERT G. MOSSEL

Robert G. Mossel

Assistant Secretary

* * *

Future Lease Securitizations

* * *

NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable and in the best interests of the Company that the Company may enter into or otherwise become a party to any Future Transaction.

RESOLVED FURTHER, that, in connection with any Future Transaction, the Company be and is authorized to enter into one or more agreements, documents and instruments necessary or advisable with respect to such Future Transaction.

RESOLVED FURTHER, that the Authorized Officers be, and each of them is, individually authorized and directed to take or cause to be taken any and all actions necessary or appropriate in connection with the foregoing, including to negotiate, execute and deliver, in the name of and on behalf of the Company, such documents, certificates, agreements and instruments in such form as any Authorized Officer may approve consistent with the foregoing, with such changes or modifications as may be approved by an Authorized Officer as necessary or advisable, such Authorized Officer’s approval to be conclusively evidenced by his or her execution and delivery of such documents, certificates, agreements and instruments.

* * *

EX-36.1

Exhibit 36.1

Certification

I, [identify certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

1.I have reviewed the prospectus relating to the Class A-2[a], [Class A-2b,] Class A-3[, Class B and Class C] Notes of Ford Credit Auto Lease Trust 20  -   (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date:            , 20  .

[Name]

President and Assistant Treasurer

(chief executive officer) of

Ford Credit Auto Lease Two LLC