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COLLATERAL ACCOUNT CONTROL AGREEMENT between FORD CREDIT AUTO LEASE TRUST 2011-A, as Grantor and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of June 1, 2011

Account Control Agreement

COLLATERAL ACCOUNT CONTROL AGREEMENT between FORD CREDIT AUTO LEASE TRUST 2011-A, as Grantor and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of June 1, 2011 | Document Parties: FORD CREDIT AUTO LEASE TRUST 2011-A | BANK OF NEW YORK MELLON You are currently viewing:
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FORD CREDIT AUTO LEASE TRUST 2011-A | BANK OF NEW YORK MELLON

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Title: COLLATERAL ACCOUNT CONTROL AGREEMENT between FORD CREDIT AUTO LEASE TRUST 2011-A, as Grantor and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of June 1, 2011
Governing Law: New York     Date: 7/1/2011

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Exhibit 99.4

EXECUTION VERSION

 

COLLATERAL ACCOUNT CONTROL AGREEMENT

between

FORD CREDIT AUTO LEASE TRUST 2011-A,
as Grantor

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of June 1, 2011

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

ARTICLE I USAGE AND DEFINITIONS

 

 

1

 

Section 1.1. Usage and Definitions

 

 

1

 

 

 

 

 

 

ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS

 

 

1

 

Section 2.1. Description of Account

 

 

1

 

Section 2.2. Account Modifications

 

 

1

 

Section 2.3. Type of Account

 

 

1

 

Section 2.4. Securities Account Provisions

 

 

2

 

 

 

 

 

 

ARTICLE III SECURED PARTY CONTROL

 

 

2

 

Section 3.1. Control for Purposes of UCC

 

 

2

 

Section 3.2. Conflicting Orders or Instructions

 

 

2

 

 

 

 

 

 

ARTICLE IV INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

 

 

2

 

Section 4.1. Investment of Funds

 

 

2

 

 

 

 

 

 

ARTICLE V SUBORDINATION OF LIEN; WAIVER OF SET-OFF

 

 

3

 

Section 5.1. Subordination

 

 

3

 

Section 5.2. Set-off and Recoupment

 

 

3

 

 

 

 

 

 

ARTICLE VI OTHER AGREEMENTS

 

 

3

 

Section 6.1. Adverse Claim

 

 

3

 

Section 6.2. Correspondence, Statements and Confirmations

 

 

3

 

Section 6.3. Representation of the Financial Institution

 

 

3

 

Section 6.4. Release of Financial Institution

 

 

3

 

Section 6.5. Termination

 

 

4

 

Section 6.6. Existence of Other Agreements

 

 

4

 

Section 6.7. Notice

 

 

4

 

 

 

 

 

 

ARTICLE VII MISCELLANEOUS

 

 

4

 

Section 7.1. Amendment

 

 

4

 

Section 7.2. Conflict With Other Agreement

 

 

4

 

Section 7.3. Location of Financial Institution

 

 

4

 

Section 7.4. GOVERNING LAW

 

 

5

 

Section 7.5. Submission to Jurisdiction

 

 

5

 

Section 7.6. WAIVER OF JURY TRIAL

 

 

5

 

Section 7.7. Successors

 

 

5

 

Section 7.8. Notices

 

 

5

 

Section 7.9. Severability

 

 

6

 

Section 7.10. Counterparts

 

 

6

 

Section 7.11. Headings

 

 

6

 

Section 7.12. No Petition

 

 

6

 

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 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 Institution or in blank or credited to another securities account maintained in the name of the Financial Institution. In no case will any financial asset credited to any Collateral Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless the foregoing have been specially indorsed to the Financial Institution or in blank; and

     (b) all financial assets delivered to the Financial Institution pursuant to the Indenture will be promptly credited to the appropriate Collateral Account; and each item of property (whether investment property, financial asset, security or instrument) credited to any Collateral Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

ARTICLE III
SECURED PARTY CONTROL

     Section 3.1. Control for Purposes of UCC . If the Financial Institution receives any order from the Secured Party or its authorized agent (i) directing disposition of funds in any Collateral Account or (ii) directing transfer or redemption of the financial assets relating to the Collateral Accounts (a “ Secured Party Order ”), the Financial Institution will comply with the Secured Party Order without further consent by the Grantor or any other person.

     Section 3.2. Conflicting Orders or Instructions . Notwithstanding anything to the contrary contained herein, if at any time, the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor. The Financial Institution will (i) have no obligation to investigate or inquire as to whether the Secured Party is entitled pursuant to the Indenture or otherwise to deliver any Secured Party Order and (ii) be entitled to rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the appropriate party.

ARTICLE IV
INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

     Section 4.1. Investment of Funds . If (i) the Financial Institution has not otherwise received a Secured Party Order regarding the investment of funds held in the Collateral Accounts by 11:00 a.m. New York time (or such other time as may be agreed between the Financial Institution and the Grantor) on the Business Day preceding a Payment Date, or (ii) a


 
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