Exhibit 99.5
TITLING COMPANY
COLLATERAL ACCOUNT CONTROL AGREEMENT
between
CAB EAST LLC,
CAB WEST LLC and
FCALM, LLC,
as Grantors
and
THE BANK OF NEW YORK MELLON,
as
Indenture Trustee
Dated as of October 1, 2011
TABLE OF CONTENTS
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ARTICLE I USAGE AND
DEFINITIONS
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1
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Section 1.1.
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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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Section 2.1.
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Description of Account
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1
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Section 2.2.
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Account Modifications
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1
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Section 2.3.
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Type of Account
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1
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Section 2.4.
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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.
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Control for Purposes of UCC
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2
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Section 3.2.
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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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Section 4.1.
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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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Section 5.1.
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Subordination
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3
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Section 5.2.
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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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Section 6.1.
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Adverse Claim
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3
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Section 6.2.
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Correspondence, Statements and
Confirmations
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3
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Section 6.3.
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Representation of the Financial
Institution
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3
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Section 6.4.
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Release of Financial Institution
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3
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Section 6.5.
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Termination
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4
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Section 6.6.
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Existence of Other Agreements
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4
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Section 6.7.
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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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Section 7.1.
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Amendment
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4
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Section 7.2.
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Conflict With Other Agreement
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4
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Section 7.3.
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Location of Financial Institution
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4
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Section 7.4.
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GOVERNING LAW
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5
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Section 7.5.
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Submission to Jurisdiction
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5
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Section 7.6.
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WAIVER OF JURY TRIAL
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5
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Section 7.7.
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Successors
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5
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Section 7.8.
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Notices
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5
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Section 7.9.
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Severability
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6
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Section 7.10.
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Counterparts
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6
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Section 7.11.
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Headings
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6
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Section 7.12.
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No Petition
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6
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Section 7.13.
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Limitation of Liability of Indenture
Trustee
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6
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Section 7.14.
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Limitation of Liability of the Owner
Trustee
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6
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i
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
”).
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 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.
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-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