CONTROL AGREEMENTAccount Control Agreement |
|
|
|
You are currently viewing: This Account Control Agreement involves
NISSAN-INFINITI LT | U.S. BANK NATIONAL ASSOCIATION | NISSAN AUTO LEASE TRUST 2006-A,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Account Control Agreement by:
Exhibit 10.7
NISSAN AUTO LEASE TRUST 2006-A,
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee and
as Secured Party,
and
U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of November 21, 2006
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
Page |
|
|
|
ARTICLE
ONE DEFINITIONS |
|
|
1 |
|
|
1.01
General Definitions |
|
|
1 |
|
|
1.02
Incorporation of UCC by Reference |
|
|
2 |
|
|
1.03
Interpretive Provisions |
|
|
2 |
|
|
ARTICLE
TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS |
|
|
2 |
|
|
2.01
Establishment of Reserve Account |
|
|
2 |
|
|
2.02
“Financial Assets” Election |
|
|
2 |
|
|
2.03
Entitlement Orders |
|
|
2 |
|
|
2.04
Subordination of Lien; Waiver of Set-Off |
|
|
3 |
|
|
2.05
Notice of Adverse Claims |
|
|
3 |
|
|
ARTICLE
THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
INTERMEDIARY |
|
|
3 |
|
|
3.01
Representations, Warranties and Covenants of the Securities Intermediary |
|
|
3 |
|
|
ARTICLE
FOUR MISCELLANEOUS |
|
|
4 |
|
|
4.01
Choice of Law |
|
|
4 |
|
|
4.02
Conflict with Other Agreements |
|
|
4 |
|
|
4.03
Amendments |
|
|
4 |
|
|
4.04
Successors |
|
|
4 |
|
|
4.05
Notices |
|
|
4 |
|
|
4.06
Termination |
|
|
5 |
|
|
4.07
Counterparts |
|
|
5 |
|
|
4.08
No Petition |
|
|
5 |
|
-i-
CONTROL AGREEMENT
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”).
RECITALS
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:
ARTICLE ONE
DEFINITIONS
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 |
|
Control Agreement |
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 purpos






