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 June 1, 2011

Exhibit 99.5

EXECUTION VERSION

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 June 1, 2011

TABLE OF CONTENTS

     TITLING COMPANY COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of June 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 June 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-A” with account number 879677; and

     “Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Lease Trust 2011-A “ with account number 879680.

     Section 2.2. Account Modifications . None of the Financial Institution or the Grantors 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 any Grantor, payable to the order of any Grantor or specially indorsed to any 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 Grantors 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 Grantors, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantors. 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 Grantors) on the Business Day preceding a Payment Date, or (ii) a Default