Exhibit 10.5


 


 






 


ACCOUNT CONTROL AGREEMENT


 


among


 


FORD CREDIT AUTO OWNER TRUST 2022-D,

as Grantor


 


THE BANK OF NEW YORK MELLON,

as Secured Party


 


and


 


THE BANK OF NEW YORK MELLON,

as Financial Institution


 


Dated as of November 1, 2022


 


 






 






     


     


    

 


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 Accounts	1
	Section 2.2.	Account Changes	1
	Section 2.3.	Account Types	2
	Section 2.4.	Securities Accounts	2
	 	 	 
	ARTICLE III SECURED PARTY CONTROL	2
	Section 3.1.	Control of Collateral Accounts	2
	Section 3.2.	Investment Instructions	2
	Section 3.3.	Conflicting Orders or Instructions	2
	 	 	 
	ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF	3
	Section 4.1.	Subordination	3
	Section 4.2.	Set-off and Recoupment	3
	 	 	 
	ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS	3
	Section 5.1.	Financial Institution's Representations and Warranties	3
	Section 5.2.	Financial Institution's Covenants	3
	 	 	 
	ARTICLE VI OTHER AGREEMENTS	4
	Section 6.1.	Location of Financial Institution	4
	Section 6.2.	Reliance by Financial Institution	4
	Section 6.3.	Termination and Replacement of Financial Institution	4
	Section 6.4.	No Petition	4
	Section 6.5.	Limitation of Liability	4
	Section 6.6.	Conflict With Other Agreement	5
	Section 6.7.	Termination	5
	 	 	 
	ARTICLE VII MISCELLANEOUS	5
	Section 7.1.	Amendment	5
	Section 7.2.	Benefit of Agreement	6
	Section 7.3.	Notices	6
	Section 7.4.	GOVERNING LAW	6
	Section 7.5.	Submission to Jurisdiction	6
	Section 7.6.	WAIVER OF JURY TRIAL	6
	Section 7.7.	No Waiver; Remedies	6
	Section 7.8.	Severability	7
	Section 7.9.	Headings	7
	Section 7.10.	Counterparts	7




 






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ACCOUNT
CONTROL AGREEMENT, dated as of November 1, 2022 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2022-D,
a Delaware statutory trust, as grantor (the "Grantor"), THE BANK OF NEW YORK MELLON, a New York banking corporation,
not in its individual capacity but solely as Indenture Trustee for the benefit of the Noteholders (in this capacity, the "Secured
Party"), and THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 these capacities,
the "Financial Institution").


 


BACKGROUND


 


The Grantor is engaging in a securitization transaction
in which it will issue the Notes under an Indenture and the Secured Party will hold funds in bank accounts for the benefit of the Noteholders.


 


The parties are entering into this Agreement to
perfect the security interest in the bank accounts.


 


The parties agree as follows:


 


ARTICLE I

USAGE AND DEFINITIONS


 


Section 1.1.     Usage
and Definitions. Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement,
dated as of November 1, 2022, among Ford Credit Auto Owner Trust 2022-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor,
and Ford Motor Credit Company LLC, as Servicer. Appendix A also contains usage rules that apply to this Agreement. Appendix A is
incorporated by reference into this Agreement. 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 Accounts. 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 Owner Trust 2022-D"
with account number 4149408400; and


 


"Reserve
Account – The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2022-D"
with account number 4149488400.


 


Section 2.2.     Account
Changes. Neither the Financial Institution nor the Grantor will change the name or account number of a Collateral Account without
the consent of the Secured Party. The Financial Institution will promptly notify the Servicer of any changes. This Agreement will apply
to each successor account to a Collateral Account, which will also be a Collateral Account.


 






     


     


    

 


Section 2.3.     Account
Types. The Financial Institution agrees that each Collateral Account is, and will be maintained as, either a "securities account"
(as defined in Section 8-501 of the UCC) or a "deposit account" (as defined in Section 9-102(a)(29) of the UCC).


 


Section 2.4.     Securities
Accounts. If a Collateral Account is a securities account, the Financial Institution agrees that:


 


(a)            Financial
Assets. It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial
asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a "financial
asset" (within the meaning of Section 8-102(a)(9) of the UCC); and


 


(b)            Registration
and Indorsement. It will ensure that all financial assets (other than cash) credited to the Collateral Account are 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 and that no financial asset credited to the Collateral Account is registered in the name of
the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution
or in blank.


 


ARTICLE III

SECURED PARTY CONTROL


 


Section 3.1.     Control
of Collateral Accounts. To establish "control" of the Collateral Accounts by the Secured Party under Sections 9-104 and
9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit,
withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a "Secured Party Order")
without the need for consent by the Grantor or any other Person.


 


Section 3.2.     Investment
Instructions. If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral
Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment
Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred
and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment
instruction received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available
or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested
until new investment instructions are received.


 


Section 3.3.     Conflicting
Orders or Instructions. If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor
or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such
other Person.


 






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ARTICLE IV

SUBORDINATION OF LIEN; WAIVER OF SET-OFF


 


Section 4.1.     Subordination.
If the Financial Institution has, or later obtains, a security interest in a Collateral Account (or any portion of a Collateral Account),
the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.


 


Section 4.2.     Set-off
and Recoupment. The cash, investment property, security, instrument or other financial assets credited to a Collateral Account will
not be subject to deduction, set-off, recoupment, banker's lien, or other right in favor of a Person other than the Secured Party. However,
the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral
Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned
unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.


 


ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 5.1.     Financial
Institution's Representations and Warranties. The Financial Institution represents and warrants to the Grantor and the Secured Party
as follows:


 


(a)            Enforceability.
This Agreement is the legal, valid and binding obligation of the Financial Institution.


 


(b)            No
Agreements with Grantor. There are no agreements between the Financial Institution and the Grantor relating to a Collateral Account
other than this Agreement, the Indenture and the other Transaction Documents.


 


(c)            No
Other Agreements. The Financial Institution has not entered into an agreement relating to a Collateral Account in which it has agreed
to comply with "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) or "instructions" (within
the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.


 


(d)            No
Limitations. The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution's obligation
to comply with any Secured Party Order.


 


(e)            No
Liens. Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of a lien
on, or claim to, or interest in, a Collateral Account or in the cash or other financial assets credited to a Collateral Account.


 


Section 5.2.     Financial
Institution's Covenants.


 


(a)            Statements,
Confirmations and Other Correspondence. The Financial Institution will promptly deliver copies of statements, confirmations and correspondence
about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured
Party.


 






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(b)            Notice
of Claim. If a Person asserts a lien, encumbrance or claim against a Collateral Account (or in the cash or other financial assets
credited to a Collateral Account), the Financial Institution will promptly notify the Secured Party.


 





(c)            Negative
Covenants. Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating
to a Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party
or (ii) an agreement limiting or conditioning the Financial Institution's obligation to comply with Secured Party Orders.


 


ARTICLE VI

OTHER AGREEMENTS


 


Section 6.1.     Location
of Financial Institution. For purposes of the UCC, New York will be the location of (i) the bank for purposes of Sections 9-301,
9-304 and 9-305 of the UCC and (ii) the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110
of the UCC.


 


Section 6.2.     Reliance
by Financial Institution. The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver
a Secured Party Order. The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith
to be genuine and given by the proper party.


 


Section 6.3.     Termination
and Replacement of Financial Institution. The Financial Institution may terminate its rights and obligations under this Agreement
if the Secured Party resigns or is removed as Indenture Trustee under the Indenture. The Grantor may terminate the rights and obligations
of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination of the Financial Institution
will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral
Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under
this Agreement or a similar agreement.


 


Section 6.4.     No
Petition. Each party agrees that, before the date that is one year and one day (or, if longer, any applicable preference period)
after payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the
Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the
Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any
bankruptcy or similar law. This Section 6.4 will survive the termination of this Agreement.


 


Section 6.5.     Limitation
of Liability.


 


(a)            Financial
Institution. The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad
faith or negligence or (ii) breach of its representations and warranties in this Agreement. The Financial Institution will not be
liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised
of the likelihood of the loss or damage and regardless of the form of action.


 






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(b)            Secured
Party. In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the
terms of the Indenture that apply to the Indenture Trustee.


 


(c)            Owner
Trustee. This Agreement has been signed on behalf of the Grantor by U.S. Bank Trust National Association, not in its individual capacity,
but solely in its capacity as Owner Trustee of the Grantor. In no event will U.S. Bank Trust National Association in its individual capacity
or a beneficial owner of the Grantor be liable for the Grantor's obligations under this Agreement. For all purposes under this Agreement,
the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.


 


Section 6.6.     Conflict
With Other Agreement. If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this
Agreement will govern.


 


Section 6.7.     Termination.
This Agreement will terminate on the date the security interests of the Secured Party in each Collateral Account are terminated under
the Indenture and the Secured Party has notified the Financial Institution of the termination of the security interest. The termination
of this Agreement will not terminate a Collateral Account or change the obligations of the Financial Institution to the Grantor relating
to a Collateral Account.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1.     Amendment.


 


(a)            Amendments.
The parties may amend this Agreement:


 


(i)            to
clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with
the other terms of this Agreement or any prospectus or offering memorandum related to the Notes, in each case without the consent of
the Noteholders or any other Person;


 


(ii)            to
add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Administrator
delivers an Officer's Certificate to the Grantor, the Owner Trustee and the Indenture Trustee stating that the amendment will not have
a material adverse effect on the Noteholders; or


 


(iii)            to
add, change or eliminate terms of this Agreement for which an Officer's Certificate is not or cannot be delivered under Section 7.1(a)(ii),
with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting
separately, except that all Noteholders of Class A Notes will vote together as a single class).


 


(b)            Notice
of Amendments. The Administrator will notify the Rating Agencies in advance of any amendment. Promptly after the execution of an
amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.


 






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Section 7.2.     Benefit
of Agreement. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.
No other Person will have any right or obligation under this Agreement.


 


Section 7.3.     Notices.


 


(a)            Notices
to Parties. Notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and
will be considered received by the recipient:


 


(i)            for
overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed
to the recipient;


 


(ii)            for
a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii)            for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iv)            for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has been made.


 


(b)            Notice
Addresses. A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address
stated in Schedule B to the Sale and Servicing Agreement, which address the party may change by notifying the other parties.


 


Section 7.4.     GOVERNING
LAW. THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.


 


Section 7.5.     Submission
to Jurisdiction. Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District
of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding
brought in such a court and any claim that the proceeding was brought in an inconvenient forum.


 


Section 7.6.     WAIVER
OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS
RELATING TO THIS AGREEMENT.


 


Section 7.7.     No
Waiver; Remedies. No party's failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.
No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or
the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers,
rights and remedies under law.


 






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Section 7.8.     Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 7.9.     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 7.10.     Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.


 


[Remainder of Page Left Blank]


 






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EXECUTED BY:


 


	 	FORD CREDIT AUTO OWNER TRUST 2022-D,

 as Grantor
	 	 
	 	By: U.S. BANK TRUST NATIONAL ASSOCIATION,

 not in its individual capacity but solely as Owner 

Trustee of Ford Credit Auto Owner Trust 2022-D






 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely as Indenture 

Trustee for the benefit of the Noteholders, as 

Secured Party




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	THE BANK OF NEW YORK MELLON, 

as Financial Institution




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Account Control Agreement]