NISSAN AUTO LEASE TRUST
2006-A,
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee and
as Secured Party,
U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary
Dated as of November 21,
2006
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Page
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1
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1
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1.02 Incorporation of UCC by
Reference
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2
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1.03 Interpretive Provisions
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2
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ARTICLE TWO ESTABLISHMENT OF CONTROL OVER
SECURITIES ACCOUNTS
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2
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2.01 Establishment of Reserve Account
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2
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2.02 “Financial Assets”
Election
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2
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2
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2.04 Subordination of Lien; Waiver of
Set-Off
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3
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2.05 Notice of Adverse Claims
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3
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ARTICLE THREE REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SECURITIES INTERMEDIARY
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3
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3.01 Representations, Warranties and Covenants
of the Securities Intermediary
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3
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ARTICLE FOUR MISCELLANEOUS
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4
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4
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4.02 Conflict with Other Agreements
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4
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4
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4
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4
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5
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5
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5
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This Control
Agreement (this “ Agreement ”), dated as of
November 21, 2006 (as amended, supplemented or otherwise
modified from time to time, this “Agreement”) is among
Nissan Auto Lease Trust 2006-A, a statutory trust formed pursuant
to the laws of the State of Delaware (the “ Issuing
Entity ”), U.S. Bank National Association (“
U.S. Bank ”), in its capacity as indenture trustee
(the “ Indenture Trustee ”) on behalf of the
holders of the Notes (the “ Secured Party ”)
under the Indenture, dated as of November 21, 2006 (the
“ Indenture ”), by and between the Issuing
Entity and the Indenture Trustee, and U.S. Bank, in its capacity as
securities intermediary (the “ Securities Intermediary
”).
WHEREAS, pursuant
to the Indenture, the Issuing Entity has granted to the Secured
Party a security interest in investment property consisting of the
Reserve Account, related Security Entitlements and the financial
assets and other investment property from time to time included
therein to secure payment of the Notes;
WHEREAS, pursuant
to the Indenture, on the date on which the lien of the Indenture is
released, rights with respect to the Reserve Account shall be
transferred back to the Trust; and
WHEREAS, the
parties hereto desire that the security interest of the Secured
Party be a first priority security interest perfected by
“control” pursuant to Articles Eight and Nine of the
UCC.
NOW, THEREFORE, in
consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.01
General Definitions . Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in
the Agreement of Definitions, dated as of November 21, 2006,
by and among the Issuing Entity, as issuer, NILT Trust, a Delaware
statutory trust, as grantor and initial beneficiary (in such
capacity, the “ Grantor ” and the “ UTI
Beneficiary ,” respectively), Nissan-Infiniti LT, a
Delaware statutory trust (the “ Titling Trust
”), Nissan Motor Acceptance Corporation, a California
corporation (“ NMAC ”), in its individual
capacity, as servicer and as administrative agent (in such
capacity, the “ Servicer ” and the “
Administrative Agent ,” respectively), Nissan Auto
Leasing LLC II, a Delaware limited liability company (“
NALL II ”), NILT, Inc., a Delaware corporation, as
trustee to the Titling Trust (the “ Trustee ” or
“ Titling Trustee ”), Wilmington Trust Company,
a Delaware banking corporation, as owner trustee and Delaware
trustee (in such capacity, the “ Owner Trustee ”
and the “ Delaware Trustee ,” respectively) and
U.S. Bank, as Indenture Trustee and trust agent (in such capacity,
the “ Trust Agent ”).
1.02
Incorporation of UCC by Reference . Except as otherwise
specified herein or as the context may otherwise require, all terms
used in this Agreement not otherwise defined herein which are
defined in the UCC shall have the meanings assigned to them in the
UCC.
1.03
Interpretive Provisions . For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires, (i) terms used in this Agreement
include, as appropriate, all genders and the plural as well as the
singular, (ii) references to words such as
“herein”, “hereof”, and the like shall
refer to this Agreement as a whole and not to any particular part,
Article, or Section within this Agreement, (iii) the term
“include” and all variations thereof shall mean
“include without limitation”, (iv) the term
“or” shall include “and/or”, (v) the
term “proceeds” shall have the meaning ascribed thereto
in the UCC and (vi) any defined term that relates to a
document shall include within its definition any amendments,
modifications, renewals, restatements, extensions, supplements, or
substitutions that have been or are hereafter executed and
delivered in accordance with the terms thereof, except that
references to the SUBI Trust Agreement include only such items as
related to the 2006-A SUBI and the Titling Trust.
ESTABLISHMENT OF CONTROL OVER
SECURITIES ACCOUNTS
2.01
Establishment of Reserve Account . The Securities
Intermediary hereby confirms that (i) the Issuing Entity has
established the Reserve Account with the Securities Intermediary,
(ii) the Reserve Account is an account to which financial
assets are or may be credited, (iii) the Securities
Intermediary shall, subject to the terms of this Agreement and the
Indenture, treat the Secured Party as entitled to exercise the
rights with respect to any financial asset credited to the Reserve
Account, (iv) all property delivered to the Securities
Intermediary by or on behalf of the Secured Party for deposit to
the Reserve Account will promptly be credited to the Reserve
Account and (v) all securities or other property underlying
any fin
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