NISSAN AUTO LEASE TRUST
2009-B,
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee and
as Secured Party,
U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary
Dated as of September 11,
2009
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Page
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DEFINITIONS
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1
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General
Definitions
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1
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Incorporation
of UCC by Reference
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2
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Interpretive
Provisions
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2
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ESTABLISHMENT
OF CONTROL OVER SECURITIES ACCOUNTS
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2
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Establishment
of Reserve Account
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2
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“Financial Assets”
Election
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2
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Entitlement
Orders
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2
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Subordination
of Lien; Waiver of Set-Off
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3
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Notice of
Adverse Claims
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3
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SECURITIES INTERMEDIARY
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3
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Representations, Warranties and Covenants of the
Securities Intermediary
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3
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MISCELLANEOUS
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4
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Choice of
Law
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4
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Conflict with
Other Agreements
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4
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Amendments
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4
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Successors
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4
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Notices
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4
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Termination
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5
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Counterparts
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5
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No
Petition
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5
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-i-
This Control
Agreement, dated as of September 11, 2009 (as amended,
supplemented or otherwise modified from time to time, this “
Agreement ”) is among Nissan Auto Lease Trust 2009-B,
a statutory trust formed pursuant to the laws of the State of
Delaware (the “ Issuing Entity ”), U.S. Bank
National Association, a national banking association (“
U.S. Bank ”), in its capacity as securities
intermediary (the “Securities Intermediary”), and 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 September 11, 2009 (the “ Indenture ”),
by and between the Issuing Entity and the Indenture
Trustee.
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 Issuing Entity; 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 respective meanings ascribed
thereto in the Agreement of Definitions, dated as of
September 11, 2009, 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 “
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
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 2009-B 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 Servicer, on behalf
of 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 financi
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