ACCOUNT CONTROL AGREEMENT
FORD CREDIT AUTO OWNER TRUST
2011-B,
as Grantor
THE BANK OF NEW YORK MELLON
as Secured Party and Financial Institution
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ARTICLE I USAGE
AND DEFINITIONS
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1
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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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Description of
Account
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1
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Account
Modifications
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1
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Type of
Account
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1
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Securities
Account Provisions
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1
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ARTICLE III
SECURED PARTY CONTROL
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2
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Control for
Purposes of UCC
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2
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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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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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Subordination
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3
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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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Adverse
Claim
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3
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Correspondence,
Statements and Confirmations
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3
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Representation
of the Financial Institution
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3
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Release of
Financial Institution
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3
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Termination
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3
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Existence of
Other Agreements
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4
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Notice
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4
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ARTICLE VII
MISCELLANEOUS
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4
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Amendment
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4
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Conflict With
Other Agreement
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4
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Location of
Financial Institution
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4
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GOVERNING
LAW
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5
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Submission to
Jurisdiction
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5
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WAIVER OF
JURY TRIAL
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5
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Successors
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5
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Notices
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5
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Severability
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6
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Counterparts
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6
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Headings
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6
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No
Petition
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6
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Limitation of
Liability of Indenture Trustee
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6
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Limitation of
Liability of the Owner Trustee
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6
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i
ACCOUNT CONTROL
AGREEMENT, dated as of July 1, 2011 (this “
Agreement ”), among FORD CREDIT AUTO OWNER TRUST
2011-B, a Delaware statutory trust, as Grantor (the “
Grantor ”), 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 A
to the Sale and Servicing Agreement, dated as of July 1, 2011,
among Ford Credit Auto Owner Trust 2011-B, as Issuer, Ford Credit
Auto Receivables Two LLC, as Depositor, and Ford Motor Credit
Company LLC, as Servicer. Appendix A also contains rules as to
usage applicable to this Agreement. Appendix A is 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 ”):
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“Collection Account —
The Bank of New York Mellon as Indenture Trustee, as secured party
for Ford Credit Auto Owner Trust 2011-B” with account number
879810;
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“Reserve Account — The
Bank of New York Mellon as Indenture Trustee, as secured party for
Ford Credit Auto Owner Trust 2011-B” with account number
879811; and
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“Principal Payment Account
— The Bank of New York Mellon as Indenture Trustee, as
secured party for Ford Credit Auto Owner Trust 2011-B” with
account number 879812.
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Section 2.2.
Account Modifications . Neither the Financial Institution
nor the Grantor 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 (a) a
“securities account” (as defined in Section 8-501
of the UCC) or (b) a “deposit account,” as defined
in Section 9-102(a)(29) of the UCC).
Section 2.4.
Securities Account Provisions . If and to the extent any
Collateral Account is a securities account (within the meaning of
Section 8-501 of the UCC) the Financial Institution agrees
that:
(a) all
securities, financial assets or other investment property (other
than cash) credited to each Collateral Account will be registered
in the name of the Financial Institution, indorsed to the Financial
Institu
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