TITLING COMPANY
COLLATERAL ACCOUNT CONTROL AGREEMENT
CAB EAST LLC,
CAB WEST LLC and
FCALM, LLC
as Grantors
THE BANK OF NEW YORK MELLON,
as Indenture Trustee
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ARTICLE I USAGE AND DEFINITIONS
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1
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Section 1.1. Usage and
Definitions
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1
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ARTICLE II ESTABLISHMENT OF COLLATERAL
ACCOUNTS
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1
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Section 2.1. Description of
Account
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1
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Section 2.2. Account
Modifications
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1
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Section 2.3. Type of Account
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1
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Section 2.4. Securities Account
Provisions
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2
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ARTICLE III SECURED PARTY CONTROL
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2
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Section 3.1. Control for Purposes of
UCC
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2
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Section 3.2. Conflicting Orders or
Instructions
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2
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ARTICLE IV INVESTMENT OF FUNDS IN THE COLLATERAL
ACCOUNTS
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2
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Section 4.1. Investment of Funds
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2
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ARTICLE V SUBORDINATION OF LIEN; WAIVER OF
SET-OFF
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3
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Section 5.1. Subordination
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3
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Section 5.2. Set-off and
Recoupment
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3
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ARTICLE VI OTHER AGREEMENTS
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3
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Section 6.1. Adverse Claim
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3
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Section 6.2. Correspondence, Statements and
Confirmations
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3
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Section 6.3. Representation of the
Financial Institution
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3
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Section 6.4. Release of Financial
Institution
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3
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4
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Section 6.6. Existence of Other
Agreements
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4
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4
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ARTICLE VII MISCELLANEOUS
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4
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4
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Section 7.2. Conflict With Other
Agreement
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4
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Section 7.3. Location of Financial
Institution
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4
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Section 7.4. GOVERNING
LAW
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5
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Section 7.5. Submission to
Jurisdiction
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5
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Section 7.6. WAIVER OF JURY
TRIAL
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5
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5
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5
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Section 7.9. Severability
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6
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Section 7.10. Counterparts
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6
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6
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Section 7.12. No Petition
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6
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i
TITLING COMPANY
COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of June 1, 2011
(this “ Agreement ”) among CAB EAST LLC, a
Delaware limited liability company, and CAB WEST LLC, a Delaware
limited liability company, and FCALM, LLC, a Delaware Limited
Liability Company, each as a Grantor (collectively, the “
Grantors ”), THE BANK OF NEW YORK MELLON, a New York
banking corporation, as Indenture Trustee for the benefit of the
Noteholders, (in such capacity, the “ Secured Party
”) and THE BANK OF NEW YORK MELLON 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 such capacities, the “
Financial Institution ”).
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.
Usage and Definitions . Capitalized terms used but not
otherwise defined in this Agreement are defined in Appendix 1
to the Exchange Note Supplement (the “ Exchange Note
Supplement ”) to the Credit and Security Agreement (as
defined below), dated as of June 1, 2011, among the Grantors,
as Borrowers, U.S. Bank National Association (“ U.S.
Bank ”), as Administrative Agent, HTD Leasing LLC
(“ HTD ”), as Collateral Agent, and Ford Motor
Credit Company LLC (“ Ford Credit ”), as Lender
and Servicer. Capitalized terms used but not otherwise defined in
this Agreement or in Appendix 1 to the Exchange Note
Supplement are defined in Appendix A to the Amended and
Restated Credit and Security Agreement (the “ Credit and
Security Agreement ”), dated as of December 1, 2006,
among the Grantors, as Borrowers, U.S. Bank, as Administrative
Agent, HTD, as Collateral Agent and Ford Credit, as Lender and
Servicer. Appendix 1 and Appendix A also contain rules as
to usage applicable to this Agreement and are incorporated by
reference into this Agreement. All 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 Account . The Financial Institution has
established the following accounts (each, a “ Collateral
Account ”):
“Exchange
Note Collection Account — The Bank of New York Mellon as
Indenture Trustee, as secured party for Ford Credit Auto Lease
Trust 2011-A” with account number 879677; and
“Reserve
Account — The Bank of New York Mellon as Indenture Trustee,
as secured party for Ford Credit Auto Lease Trust 2011-A “
with account number 879680.
Section 2.2.
Account Modifications . None of the Financial Institution or
the Grantors will change the name or account number of any
Collateral Account without the prior written consent of the Secured
Party.
Section 2.3.
Type of Account . The Financial Institution agrees that each
Collateral Account is, and will be maintained as, either (i) a
“securities account” (as defined in Section 8-501 of
the UCC) or (ii) a “deposit account,” as defined
in Section 9-102(a)(29) of the UCC).

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