Indenture Trustee Uses in Amendments Clause

Amendments from Exchange Note Sale Agreement

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.

Amendments. The parties may amend this Agreement:

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of September 19, 2012 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers to the Indenture Trustee (a) an Opinion of Counsel to the effect that such amendment will not materially and adversely affect the interests of the Noteholders and (b) an Officers Certificate of the Depositor to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Depositor notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 11.1, the Depositor shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment or consent, the Depositor shall furnish a copy of such amendment or consent to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 11.1 shall be effective which affects the rights,

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of September 19, 2012 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Depositor delivers to the Indenture Trustee (a) an Opinion of Counsel to the effect that such amendment will not materially and adversely affect the interests of the Noteholders and (b) an Officers Certificate of the Depositor to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Depositor notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 11.1, the Depositor shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment or consent, the Depositor shall furnish a copy of such amendment or consent to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 11.1 shall be effective which affects the rights,

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of February 24, 2010 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to subsections (e) and (f) of this Section 11.1 and the satisfaction of one of the following conditions: (i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) the Depositor delivers an Officers Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Depositor delivers to the Indenture Trustee written confirmation from each Rating Agency that such amendment will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes; (b) Subject to subsections (e) and (f) of this Section 11.1, any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Depositor, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future), it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (c) Subject to subsections (e) and (f) of this Section 11.1, this Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement.

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of February 24, 2010 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to subsections (e) and (f) of this Section 11.1 and the satisfaction of one of the following conditions: (i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) the Depositor delivers an Officers Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Depositor delivers to the Indenture Trustee written confirmation from each Rating Agency that such amendment will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes; (b) Subject to subsections (e) and (f) of this Section 11.1, any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Depositor, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future), it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (c) Subject to subsections (e) and (f) of this Section 11.1, this Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement.

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of November 13, 2009 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust company (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to subsections (e) and (f) of this Section 11.1 and the satisfaction of one of the following conditions: (i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) the Depositor delivers an Officers Certificate of the Depositor to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Depositor delivers to the Indenture Trustee written confirmation from each Rating Agency that such amendment will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes; (b) Subject to subsections (e) and (f) of this Section 11.1, any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the Depositor, the Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future), it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (c) Subject to subsections (e) and (f) of this Section 11.1, this Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement.

Amendments from Amended and Restated

This AMENDED AND RESTATED TRUST AGREEMENT is made as of April 22, 2009 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) between USAA ACCEPTANCE, LLC, a Delaware limited liability company, as the depositor (the Depositor), and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust company (Wells Fargo), as the owner trustee (in such capacity, the Owner Trustee).

Amendments. (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person subject to subsections (e) and (f) of this Section 11.1 and the satisfaction of one of the following conditions:

Amendments from Amended and Restated Trust Agreement

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 29, 2008 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement), between USAA ACCEPTANCE, LLC, a Delaware limited liability company, (the Depositor), having its principal office at 9830 Colonnade Blvd., Suite 600, San Antonio, Texas 78230; and WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust company (the Bank), not in its individual capacity but solely as trustee under this Agreement (in such capacity, the Owner Trustee), having its principal corporate trust office at 919 North Market Street, Suite 1600, Wilmington, Delaware 19801 for the purpose of establishing the USAA Auto Owner Trust 2008-2 (the Trust).

Amendments. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies and the Indenture Trustee, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement inconsistent with any other provision of this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; and provided further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder and (B) will not cause the Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies and the Indenture Trustee, with the consent of (i) the holders of Notes evidencing not less than a majority of the principal amount of the Notes Outstanding and (ii) the holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders or the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the Notes Outstanding and the Percentage Interests required to consent to any such amendment, without the consent of all the Noteholders and Certificateholders affected thereby; and provided further, that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, or any Noteholder or Certificateholder and (B) will not cause the Trust to be taxable as a corporation for federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of

Amendments from Administration Agreement

THIS ADMINISTRATION AGREEMENT (this Agreement) dated as of October 18, 2007, is between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust (the Issuer), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Owner Trustee of the Issuer (the Owner Trustee), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (Santander Consumer or the Administrator), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as indenture trustee (the Indenture Trustee). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (the Sale and Servicing Agreement) by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee, as indenture trustee.

Amendments from Administration Agreement

THIS ADMINISTRATION AGREEMENT (this Agreement) dated as of September 5, 2007, is between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-2, a Delaware statutory trust (the Issuer), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Owner Trustee of the Issuer (the Owner Trustee), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (Santander Consumer or the Administrator), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as indenture trustee (the Indenture Trustee). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (the Sale and Servicing Agreement) by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee, as indenture trustee.