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CAB EAST LLC,
CAB WEST LLC and
THE BANK OF NEW YORK MELLON,
Dated as of October 1, 2011
TABLE OF CONTENTS
TITLING COMPANY COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of October 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 ”).
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 October 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.
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-B” with account number 879104; and
“Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 2011-B “ with account number 897107.
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) credite