Exhibit 99.4
COLLATERAL ACCOUNT CONTROL AGREEMENT
between
FORD CREDIT AUTO LEASE TRUST 2011-B,
as Grantor
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
COLLATERAL ACCOUNT CONTROL
AGREEMENT, dated as of October 1, 2011 (this “
Agreement ”) among FORD CREDIT AUTO LEASE 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 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 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-B” with account number
879105; and
“Principal Payment Account
— The Bank of New York Mellon as Indenture Trustee, as
secured party for Ford Credit Auto Lease Trust 2011-B” with
account number 879106.
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 prope