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CONTROL AGREEMENT

Account Control Agreement

CONTROL AGREEMENT 

 | Document Parties: NISSAN-INFINITI LT | U.S. BANK NATIONAL ASSOCIATION | NISSAN AUTO LEASE TRUST 2006-A, You are currently viewing:
This Account Control Agreement involves

NISSAN-INFINITI LT | U.S. BANK NATIONAL ASSOCIATION | NISSAN AUTO LEASE TRUST 2006-A,

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Title: CONTROL AGREEMENT
Governing Law: New York     Date: 11/22/2006

CONTROL AGREEMENT 

, Parties: nissan-infiniti lt , u.s. bank national association , nissan auto lease trust 2006-a
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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 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.

ARTICLE TWO

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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