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NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2009-B, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee

Lease Agreement

NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2009-B, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee | Document Parties: NISSAN AUTO LEASE TRUST 2009-B | NILT, Inc | Nissan Auto Leasing LLC | NISSAN MOTOR ACCEPTANCE CORPORATION | US Bank National Association | Wilmington Trust Company You are currently viewing:
This Lease Agreement involves

NISSAN AUTO LEASE TRUST 2009-B | NILT, Inc | Nissan Auto Leasing LLC | NISSAN MOTOR ACCEPTANCE CORPORATION | US Bank National Association | Wilmington Trust Company

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Title: NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2009-B, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Governing Law: New York     Date: 9/3/2009

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EXHIBIT 10.6

NISSAN MOTOR ACCEPTANCE CORPORATION,

NISSAN-INFINITI LT,

NILT TRUST,

NISSAN AUTO LEASING LLC II,

NISSAN AUTO LEASE TRUST 2009-B,

and

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

 

BACK-UP SECURITY AGREEMENT

Dated as of September 11, 2009

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

Page

 

ARTICLE I.

 

DEFINITIONS

 

 

2

 

1.01

 

Definitions

 

 

2

 

1.02

 

Interpretive Provisions

 

 

2

 

 

ARTICLE II.

 

SECURITY INTEREST

 

 

3

 

2.01

 

Grant of Security Interest

 

 

3

 

2.02

 

Certificate of Title

 

 

3

 

2.03

 

Filing of Financing Statements

 

 

3

 

2.04

 

Use of Collateral

 

 

3

 

2.05

 

Further Description of the Collateral

 

 

4

 

2.06

 

Back-Up Rights of Indenture Trustee

 

 

4

 

 

ARTICLE III.

 

MISCELLANEOUS

 

 

4

 

3.01

 

Amendments

 

 

4

 

3.02

 

Governing Law

 

 

5

 

3.03

 

Severability of Provisions

 

 

5

 

3.04

 

Counterparts

 

 

5

 

3.05

 

Successors and Assigns

 

 

5

 

3.06

 

Further Assurances

 

 

5

 

3.07

 

Limitation of Liability of Owner Trustee

 

 

6

 

3.08

 

Notices

 

 

6

 

3.09

 

No Petition

 

 

6

 

3.10

 

No Recourse

 

 

6

 

-i-


 

BACK-UP SECURITY AGREEMENT

     This Back-Up Security Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “ Agreement ”), is among Nissan Motor Acceptance Corporation, a California corporation (“ NMAC ”), Nissan-Infiniti LT, a Delaware statutory trust (the “ Titling Trust ”), NILT Trust, a Delaware statutory trust (“ NILT Trust ”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“ NALL II ”), Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the “ Issuing Entity ”), and U.S. Bank National Association, a national banking association (“ U.S. Bank ”), as trustee (the “ Indenture Trustee ”) under the Indenture, dated as of September 11, 2009 (the “ Indenture ”), between the Issuing Entity and the Indenture Trustee.

RECITALS

     WHEREAS, NILT Trust, as the grantor and the initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary”), NMAC, as servicer (the “Servicer”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”) and U.S. Bank, as trust agent (the “Trust Agent”), have entered into an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “ Titling Trust Agreement ”), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “ Trust Assets ”);

     WHEREAS, the parties to the Titling Trust Agreement supplemented the Titling Trust Agreement with the 2009-B SUBI Supplement, dated as of September 11, 2009 (together with the Titling Trust Agreement, the “ SUBI Trust Agreement ”), to establish a special unit of beneficial interest, the “2009-B SUBI” (“ 2009-B SUBI ”);

     WHEREAS, in connection with the SUBI Trust Agreement a separate portfolio of leases (the “ 2009-B Leases ”), the vehicles that are leased under the 2009-B Leases (the “ 2009-B Vehicles ”), and certain other related Trust Assets have been allocated to the 2009-B SUBI;

     WHEREAS, the Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2009-B SUBI (the “ 2009-B SUBI Certificate ”) to NILT Trust;

     WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of August 18, 2009, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 11, 2009 (the “ Trust Agreement ”), each between NALL II, as depositor (the “Depositor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”);

     WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (the “ SUBI Certificate Transfer Agreement ”), between NILT Trust as transferor, and NALL II, as transferee, NILT Trust has sold, transferred and assigned to NALL II, without recourse, all of NILT Trust’s right, title and interest in the 2009-B SUBI Certificate;

1


 

     WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (the “ Trust SUBI Certificate Transfer Agreement ”), between NALL II, as transferor, and the Issuing Entity, as transferee, the Depositor has sold, transferred and assigned to the Issuing Entity, without recourse, all of the Depositor’s right, title and interest in the 2009-B SUBI Certificate;

     WHEREAS, pursuant to the Indenture, the Issuing Entity has pledged and granted a security interest in the 2009-B SUBI Certificate to the Indenture Trustee to secure payment of the Notes;

     WHEREAS, the parties hereto desire to enter into this Agreement to provide that if, for any reason, the form of any of the transactions contemplated by the SUBI Trust Agreement, the 2009-B SUBI Certificate, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement or the Indenture (collectively, the “ Transfer Documents ”) is deemed to constitute a loan by any or all of the Securityholders, secured by a pledge of the 2009-B SUBI Assets or any interest therein (rather than by the 2009-B SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Issuing Entity shall be deemed to have granted to the Indenture Trustee a first priority security interest in such assets to secure the Notes.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

     1.01 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, NILT Trust, the Titling Trust, NMAC, in its individual capacity, as the Servicer and as administrative agent (in such capacity, the “ Administrative Agent ”), NALL II, the Titling Trustee, the Owner Trustee, the Delaware Trustee, the Trust Agent and the Indenture Trustee.

     1.02 Interpretive Provisions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein 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 herein, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation”, (v) the term “or” shall include “and/or” and (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC.

2


 

ARTICLE II.

SECURITY INTEREST

     2.01 Grant of Security Interest .

          (a) Each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Issuing Entity hereby grants to the Indenture Trustee a security interest in all of its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) the following collateral: (i) a 100% beneficial interest in (A) all rights under the 2009-B Leases; (B) to the extent permitted by applicable law, the 2009-B Vehicles; (C) all other 2009-B SUBI Assets, including the 2009-B SUBI Collection Account; and (D) all proceeds of the items described in clauses (i) (A), (B) and (C), including insurance payable by reason of loss or damage to the 2009-B Vehicles to the extent not applied to making repairs to the related 2009-B Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices; (ii) the Reserve Account; and (iii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property or other property consisting of, arising from or related to the foregoing (collectively, the “Collateral”). Such grant is made to secure (i) the payment of all amounts due


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