COLLATERAL ACCOUNT CONTROL
AGREEMENT
FORD CREDIT AUTO LEASE TRUST
2011-A,
as Grantor
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
COLLATERAL ACCOUNT
CONTROL AGREEMENT, dated as of June 1, 2011 (this “
Agreement ”) among FORD CREDIT AUTO LEASE TRUST
2011-A, 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 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 CAB East LLC
(“ CAB East ”), as a Borrower, CAB West LLC
(“ CAB West ”), as a Borrower, and FCALM, LLC
(“ FCALM ” and, together with CAB East and CAB
West, the “ Titling Companies ”), as a Borrower,
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 Titling
Companies, 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 ”):
“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 879678; and
“Principal
Payment Account — The Bank of New York Mellon as Indenture
Trustee, as secured party for Ford Credit Auto Lease Trust
2011-A” with account number 879679.
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 (i) a
“securities account” (as defined in Section 8-501 of
the UCC) or (ii) a “deposit account,”
as
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